TIDMWTG
RNS Number : 9291H
Polygon Global Partners LLP
09 August 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
9 August 2021
MANDATORY CASH OFFER
BY
POLYGON GLOBAL PARTNERS LLP
TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF
WATCHSTONE GROUP PLC
other than those Watchstone Shares already owned by Polygon
through the Polygon Funds
ANNOUNCEMENT OF ACCEPTANCE LEVELS AND EXTENSION OF OFFER
Summary
On 1 July 2021 Polygon Global Partners LLP (" Polygon ")
announced the terms of a mandatory cash offer (the " Offer ")
pursuant to which Polygon (through the Polygon Funds) will offer to
acquire the entire issued and to be issued share capital of
Watchstone Group plc ("Watchstone") ( in which Polygon (or any
persons acting in concert with it) is not already interested) at a
price of 34 pence per Watchstone Share (the "2.7 Announcement").
The full terms of, and conditions to, the Offer and the procedures
for acceptance are set out in the offer document, which was posted
to Watchstone Shareholders on 16 July 2021 (the "Offer
Document").
Terms used but not defined in this Announcement have the same
meanings as in the Offer Document.
Extension of the Offer and action to be taken by Watchstone
Shareholders
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, is being extended and will remain open
for acceptance until 1:00 p.m. (London time) on 20 August 2021 (the
"Second Closing Date").
Should there be any further extension of the Offer, this will be
publicly announced by no later than 8:00 a.m. (London time) on the
Business Day following the day on which the Offer is due to expire,
or such later time or date as the Panel may agree.
Watchstone Shareholders who have not yet accepted the Offer and
who wish to do so should take action to accept the Offer as soon as
possible. Details of the procedure for doing so are set out under
the heading "Procedure for acceptance of the Offer" below and in
the Offer Document.
Level of acceptances and interests in Watchstone Shares
As at 1:00 p.m. (London time) on 6 August 2021, being the First
Closing Date of the Offer, Polygon had received valid acceptances
in respect of a total of 474,309 Watchstone Shares, representing
approximately 1.03 per cent. of the issued share capital of
Watchstone. So far as Polygon is aware, none of these acceptances
have been received from persons acting in concert with Polygon.
As at the close of business in London on 6 August 2021 (being
the latest practicable time and date prior to the date of this
Announcement), neither Polygon nor, so far as Polygon is aware, any
person acting in concert with Polygon:
-- has any interest in, or right to subscribe in respect of, or
any short position in relation to Watchstone relevant securities,
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to take delivery of Watchstone relevant securities;
-- has any outstanding irrevocable commitment or letter of
intent with respect to Watchstone relevant securities;
-- has borrowed or lent any Watchstone relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold,
save for the following Watchstone relevant securities held by
Polygon and persons acting in concert with Polygon:
Percentage
of
Watchstone
Name Watchstone Shares Shares
Polygon (through the Polygon
Funds) 13,811,500 30.00%
W.H. Ireland [1] 7,621 0.02%
TOTAL 13,819,121 30.02%
Accordingly, as at 6 August 2021, Polygon may count 474,309
Watchstone Shares (representing 1.03 per cent. of the issued share
capital of Watchstone) towards satisfaction of the Acceptance
Condition to the Offer.
The percentages of Watchstone Shares referred to in this section
are based upon a figure of 46,038,333 Watchstone Shares in issue as
at the close of business in London on 6 August 2021 (being the
latest practicable time and date prior to the date of this
Announcement).
Procedure for acceptance of the Offer
Watchstone Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible in accordance with the following
deadlines and procedures:
-- Acceptances of the Offer in respect of certificated
Watchstone Shares should be made by completing and returning the
Form of Acceptance (along with the relevant share certificate(s)
and/or other appropriate documents of title) using the first class
reply-paid envelope (for use within the United Kingdom only)
enclosed with the Offer Document and Form of Acceptance as soon as
possible and, in any event, by no later than 1:00 p.m. (London
time) on 20 August 2021.
-- Acceptances of the Offer in respect of uncertificated
Watchstone Shares should be made electronically through CREST so
that the TTE Instruction settles as soon as possible and, in any
event, by no later than 1:00 p.m. (London time) on 20 August
2021.
Full details on how to accept the Offer are set out in Part C
and Part D of Appendix 1 of the Offer Document and, in respect of
certificated Watchstone Shares, as further described in the Form of
Acceptance. The Offer Document and Form of Acceptance are available
on Polygon's website at
https://www.polygoninv.com/uk-regulatory-disclosures/ and on
Watchstone's website at
https://www.watchstonegroup.com/investors/shareholder-information/
.
If you require assistance, please telephone the Receiving Agent
on 0370 707 4040 (if calling from within the UK) or +44 370 707
4040 (if calling from outside the UK) between 9:00 a.m. to 5:00
p.m. (London time) Monday to Friday.
Enquiries
finnCap (Financial Adviser to Polygon)
Henrik Persson, Kate Bannatyne and Tim Tel: (+44) 020 7220
Harper 0500
Important notices about financial advisers
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting as financial adviser to Polygon and for no
one else in connection with the Offer and will not be responsible
to anyone other than Polygon for providing the protections afforded
to its clients nor for providing advice in relation to the Offer or
any other matters referred to in this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or a solicitation
of an offer to buy, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities pursuant to the Offer or
otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is
unlawful. The Offer is made solely by means of the Offer Document,
which contains the full terms of the Offer. Any decision or
acceptance in relation to the Offer should be made only on the
basis of the information contained in the Offer Document and such
Form of Acceptance (if applicable). Watchstone Shareholders are
advised to read the Offer Document and Form of Acceptance (if
applicable) carefully.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions. Further details in relation to the
Overseas Shareholders are contained in the Offer Document. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Polygon or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Offer to Watchstone Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
The Offer shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority, the AQSE Growth Market and AIM Rules.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by Polygon contains
statements about Polygon, the Polygon Funds and Watchstone that are
or may be deemed to be forward looking statements. All statements
other than statements of historical facts included in this
Announcement may be forward looking statements. Without limitation,
any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Polygon, the Polygon Funds', or Watchstone's operations
resulting from the Offer; and (iii) the effects of government
regulation on Polygon, the Polygon Funds' or Watchstone's
business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
conditions to the Offer, as well as additional factors, such as
changes in political and economic conditions, changes in the level
of capital investment, retention of key employees, success of
business and operating initiatives, impact of any acquisitions or
similar transactions, changes in the regulatory environment,
fluctuations of interest and exchange rates. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this Announcement. All subsequent oral or written
forward-looking statements attributable to Polygon or the Polygon
Funds or any of its respective members, directors, officers or
employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Polygon disclaims any obligation to update any forward-looking or
other statements contained in this Announcement, except as required
by applicable law.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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. (London time) on the 10(th) Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3:30 p.m. (London time) on the 10(th) Business Day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% 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.
(London time) on the Business Day following the date of the
relevant dealing.
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.
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).
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.
Publication of this Announcement on website
A copy of this Announcement will be available, free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Polygon's website at
https://www.polygoninv.com/uk-regulatory-disclosures/ by no later
than 12:00 p.m. on the Business Day following this
Announcement.
For the avoidance of doubt, the contents of these websites and
any websites accessible from hyperlinks on these websites are not
incorporated into and do not form part of this Announcement.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents in hard copy form free of charge. A person
may also request that all future documents, announcements and
information in relation to the Offer are sent to them in hard copy
form.
A hard copy of this Announcement may be requested by contacting
finnCap Ltd at (+44) 020 7220 0500.
[1] Holding of Watchstone Shares immediately prior to date of
the 2.7 Announcement and as at the close of business in London on 6
August 2021 (being the latest practicable time and date prior to
the date of this Announcement) in its capacity as a
market-maker.
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END
OUPDGGDILUGDGBI
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August 09, 2021 02:00 ET (06:00 GMT)
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