TIDMWTG
RNS Number : 7649L
Polygon Global Partners LLP
14 September 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 September 2021
LAPSE OF THE MANDATORY CASH OFFER
BY
POLYGON GLOBAL PARTNERS LLP
TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF
WATCHSTONE GROUP PLC
OFFER UPDATE - LAPSE OF THE OFFER
On 1 July 2021, Polygon Global Partners LLP ("Polygon")
announced the terms of its mandatory cash offer to acquire the
entire issued and to be issued ordinary share capital of Watchstone
Group plc ("Watchstone"), which it subsequently increased on 31
August 2021 ("Offer"). The full terms of the Offer and the
procedures for acceptance were set out in the offer document
("Offer Document") and form of acceptance ("Form of Acceptance")
published by Polygon on 31 August 2021.
As at 1:00 p.m. (London time) on 14 September 2021, being the
Fourth Closing Date of the Offer, Polygon has received valid
acceptances in respect of a total of 876,846 Watchstone Shares,
representing approximately 1.90 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 1:00 p.m. (London time) on 14 September 2021, 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:
Name Watchstone Shares Percentage of Watchstone
Shares
Polygon (through the
Polygon Funds) 13,811,500 30.00%
------------------ -------------------------
W.H. Ireland ([2]) 7,621 0.02%
------------------ -------------------------
TOTAL 13,819,121 30.02%
------------------ -------------------------
Accordingly, as at 1.00 p.m. on 14 September 2021, Polygon has
received acceptances in respect of Watchstone Shares which,
together with Watchstone Shares acquired before or during the
Offer, result in Polygon and any person acting in concert with it
holding 14,688,346 Watchstone Shares, representing 31.90 per cent.
of Watchstone's issued share capital, all of which may count
towards satisfaction of the Acceptance Condition to the Offer.
Watchstone Shareholders are reminded that, as a summary and
subject to the fuller description in the Offer Document, the Offer
was subject to Polygon receiving valid acceptances and/or agreeing
to acquire Watchstone Shares carrying 50 per cent. of the voting
rights then normally exercisable at a general meeting of
Watchstone.
As such, the Acceptance Condition has not been satisfied and the
Offer has now lapsed.
As the Offer has lapsed, it is no longer open to acceptances and
any accepting Watchstone Shareholders cease to be bound by their
acceptances.
The percentages of Watchstone Shares referred to in this
announcement are based upon a figure of 46,038,333 Watchstone
Shares in issue at close of business on 13 September 2021.
In respect of Watchstone Shares held in certificated form, the
Form of Acceptance, share certificate(s) and/or other document(s)
of title will be returned by post (or by such other method as may
be approved by the Panel) within 14 days of the Offer lapsing to
the person or agent whose name and address outside the Restricted
Jurisdictions is set out in the relevant box on the Form of
Acceptance or, if none is set out, to the first-named or sole
holder of his registered address outside the Restricted
Jurisdictions. No such documents will be sent to an address in any
Restricted Jurisdiction.
In respect of Watchstone Shares held in uncertificated form,
Computershare, the Receiving Agent, will, immediately (or within
such longer period as the Panel may permit, not exceeding 14 days
after the lapsing of the Offer), give instructions to Euroclear to
transfer all Watchstone Shares held in escrow balances and in
relation to which it is the escrow agent for the purposes of the
Offer to the original available balances of the Watchstone
Shareholders concerned.
Polygon will now be subject to Rule 35.1 of the Code save that
Polygon reserves the right to make a further off for the entire
issued and to be issued share capital of Watchstone, with the
consent of the Panel, in the event that: (i) such further offer is
recommended by the Watchstone Board; or (ii) a third party
announces a firm intention to make an offer for Watchstone; or
(iii) in the other circumstances set out in the Note on Rule 35.1
and 35.2 of the Code.
Capitalised terms defined in the Offer Document have the same
meanings given in this announcement, a copy of which is available
on Polygon's website at:
https://www.polygoninv.com/uk-regulatory-disclosures/
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 Harper Tel: (+44) 020 7220 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 Increased 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 Increased 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.
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 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.
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 the Polygon 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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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END
OLADKQBNPBKDNCD
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