TIDMUK17 TIDMBARC TIDMWOSG
RNS Number : 3596Z
Goldman Sachs International
09 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE
LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
9 January 2020
Proposed Secondary Placing of approximately 30.0 million
ordinary shares in Watches of Switzerland Group PLC ("Watches of
Switzerland")
Jewel Holdco S.à.r.l. (the "Seller"), a company owned and
controlled by AIF VII Euro Holdings L.P., an affiliate of
investment funds managed by an affiliate of Apollo Global
Management LLC, announces today its intention to sell approximately
30.0 million ordinary shares (the "Placing Shares") of Watches of
Switzerland by way of an accelerated bookbuild to institutional
investors (the "Placing"). The Placing Shares represent
approximately 12.5% of Watches of Switzerland's issued share
capital.
The Seller currently owns 133,719,657 ordinary shares
representing 55.8% of Watches of Switzerland's issued share
capital. Following the completion of the Placing (assuming all
Placing Shares are sold), the Seller will own 103.7 million shares
in Watches of Switzerland, representing 43.3% of Watches of
Switzerland's issued share capital.
Barclays Bank PLC ("Barclays") and Goldman Sachs International
("Goldman Sachs") are acting as Joint Global Coordinators in
connection with the Placing. N. M. Rothschild & Sons Limited
("Rothschild & Co") is acting as the sole financial adviser to
the Seller on the Placing.
The price per Placing Share will be determined by way of an
accelerated bookbuilding process to institutional investors. The
bookbuilding period will commence today, 9 January 2020, and may
close at any time on short notice. The results of the Placing,
including the number of Placing Shares to be sold and the price per
Placing Share, will be announced as soon as practicable after the
closing of the bookbuilding process.
The Seller has agreed that it will not, for a period of 90 days
following the completion of the Placing, offer, sell, or otherwise
transfer, following completion of the Placing, any remaining
Watches of Switzerland shares without the consent of Barclays and
Goldman Sachs, subject to customary exceptions.
Watches of Switzerland will not receive any proceeds from the
Placing.
Enquires:
Barclays
* Tom Johnson, Lawrence Jamieson, Ben Newmark +44 (0) 207 623 2323
Goldman Sachs
* Richard Cormack, William Smiley, Duncan Stewart +44 (0) 207 774 1000
IMPORTANT NOTICE
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
South Africa, Japan or any other jurisdiction where such an
announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, South Africa,
Japan or any other jurisdiction and the securities referred to
herein have not been registered under the securities laws of any
such jurisdiction. The Placing Shares have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered, sold or
resold, directly or indirectly, in the United States, absent
registration under or an exemption from, or in a transaction not
subject to, the registration requirements of, the Securities Act.
No public offering of Placing Shares is being made in the United
States or in any other jurisdiction.
In member states of the European Economic Area ("EEA"), this
announcement and any offer of Placing Shares if made subsequently
is directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Regulation ("Qualified
Investors"). For these purposes, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129. In the United Kingdom
this announcement is only being distributed to, and is only
directed at, and any investment or investment activity to which
this announcement relates is available only to, and will be engaged
in only with, Qualified Investors who are (i) investment
professionals falling with Article 19(5) of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or (iii) other persons
to whom an offer of the Placing Shares may otherwise be lawfully
communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should
not take any action on the basis of this announcement and should
not act or rely on it.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of publicly
available information relating to Watches of Switzerland and its
shares. Such information has not been independently verified, and
the Seller, Rothschild & Co and the Joint Global Coordinators
are not responsible, and expressly disclaim any liability, for such
information. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness.
In connection with the Placing, the Joint Global Coordinators or
any of their respective affiliates may take up a portion of the
Placing Shares as a principal position and in that capacity may
retain, purchase, sell or offer to sell for its own account such
Placing Shares and other securities of Watches of Switzerland or
related investments in connection with the Placing or otherwise or,
further to any contractual obligations that may be in place between
the Joint Global Coordinators and the Seller, the Joint Global
Coordinators and their respective affiliates may, in compliance
with applicable law or regulation, for a limited period coordinate
further sales of securities following the Placing. Accordingly,
references to the Placing Shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by the Joint Global Coordinators and any of their
respective affiliates acting as investors for their own accounts.
In addition the Joint Global Coordinators or any of their
respective affiliates may enter into financing arrangements and
swaps with investors in connection with which the Joint Global
Coordinators (or any of their respective affiliates) may from time
to time acquire, hold or dispose of shares. The Joint Global
Coordinators do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Watches of Switzerland or its shares.
This announcement does not constitute a recommendation to
participate in the Placing. The price and value of securities and
any income from them can go down as well as up. Past performance is
not a guide to future performance. Acquiring Placing Shares may
expose an investor to a significant risk of losing all of the
amount invested. Potential investors should consult a professional
advisor as to the suitability of the Placing for the entity or
person concerned. This announcement does not represent the
announcement of a definitive agreement to proceed with the Placing
and, accordingly, there can be no certainty that the Placing will
proceed. The Seller reserves the right not to proceed with the
Placing or to vary the terms of the offering in any way.
Each of Barclays and Goldman Sachs is authorised by the
Prudential Regulatory Authority ("PRA") and regulated by the
Financial Conduct Authority ("FCA") and the PRA. The Joint Global
Coordinators are acting for the Seller only in connection with the
Placing and no one else, and will not be responsible to anyone
other than the Seller for providing the protections offered to
clients nor for providing advice in relation to the Placing Shares
or the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to in this
announcement.
Rothschild & Co, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting for
the Seller and no-one else in connection with the Placing.
Rothschild & Co will not regard any other person as its
client(s) in relation to the Placing and will not be responsible to
any person(s) other than the Seller for providing protections
afforded to clients of Rothschild & Co nor for providing
financial advice in relation to the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and
include statements regarding intentions, beliefs or current
expectations. No assurances can be given that the forward-looking
statements in this announcement will be realised. As a result, no
undue reliance should be placed on these forward-looking statements
as a prediction of actual events or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUKVNRROUARAR
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