Watchstone Group plc
("Watchstone" or the "Company" or the "Group")
Response to announcement of level of acceptances and extension of the Offer
The Board of Watchstone Group Plc notes today's announcement by Polygon Global Partners LLP ("Polygon") of the level of acceptances for the mandatory cash offer of
In today's announcement Polygon points out that, as anticipated, the Group's cash balance continues to reduce as it is utilised in pursuing the Group's contingent assets and expended on running costs. However, Polygon has omitted to refer to the
In the Response Document dated 23 July 2021, the Board set out in paragraph 4 the "Other factors Shareholders should consider" in assessing the Offer including those mentioned in Polygon's announcement today.
The Directors also note Polygon's statement in the Offer Document and associated announcement that it does not intend there to be any effect on Watchstone's broader strategic plans and that it intends to support management in its existing objective of generating value through the maximisation of its remaining assets. As such, whilst there is a risk that cases may be unsuccessful and/or may yield less in return than anticipated, Polygon endorse the current approach taken by management. Shareholders accepting the Offer would not see any benefit from any future successful outcomes or capital returns or other distributions to Shareholders.
The Board continues to recommend Shareholders as a whole not to accept the Offer for the reasons set out in its response to Shareholders dated 23 July 2021.
Capitalised terms in this announcement generally have the same meanings as the definitions contained in the Response Document dated 23 July 2021.
For further information:
Watchstone Group plc
Tel: 03333 448048
WH Ireland Limited, Nominated Adviser and broker
Tel: 020 7220 1666
Spark Capital Advisers, Rule 3 Adviser
Tel: 020 3368 3550
Each of WH Ireland and SPARK are authorised and regulated in the
In accordance with Rule 26.1 of the Takeover Code , a copy of this announcement will be available (subject to certain restrictions) on the Company's website at www.watchstonegroup.com by no later than 12 noon on 10 August 2021. The content of the Company's website is not incorporated into and does not form part of this announcement.
This announcement is not intended to and does not, constitute or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise, acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
Dealing and Opening Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure
Availability of hard copies
You may request hard copies of any document published on Watchstone's website in connection with the Offer by contacting Watchstone's registrars, Link Group, 10th Floor Central Square, 29 Wellington Street,