Proposed First Share Premium Reduction and Return of Cash
On 9 April 2020, the Company published an explanatory circular (“Circular”) for Shareholders of the Company convening a General Meeting and inviting Shareholders to approve resolutions to authorise a proposed reduction of the Company’s share premium account (“Share Premium Reduction”) and a proposed return of cash to Shareholders (“Return of Cash”).
- The proposed Return of Cash to Shareholders in June 2020 will be approximately £50.5 million in aggregate subject to Shareholder (now received) and Court approval.
- The effect of the proposed Share Premium Reduction and Return of Cash will be that for every fully paid ordinary share of 10 pence each held at the Record Date (as defined in the Circular), a shareholder will receive 110 pence in cash.
- Trading in Ordinary Shares ex-entitlement to Return of Cash is expected to commence on 11 June 2020 with the expected dispatch of cheques to Shareholders or crediting of Shareholders’ CREST accounts (as appropriate) in respect of Return of Cash entitlements, on or around 30 June 2020.
The Circular contains details of the formal notice of the General Meeting which was held at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London, EC2A 2EG, at 10:00 a.m. on 27 April 2020 (the “General Meeting”).
The resolution to authorise the Share Premium Reduction and Return of Cash was duly passed at the General Meeting with 99.8% of votes cast in favour of the resolution.
The Circular and Notice of General Meeting can be downloaded/viewed here
Proposed Second Share Premium Reduction and Return of Cash
On 29 May 2020, the Company published a notice of the 2020 Annual General Meeting (“AGM”) and an explanatory circular for shareholders of the Company (“Notice of AGM”) inviting shareholders to approve resolutions including those to authorise a proposed further reduction of the Company’s share premium account (“Second Share Premium Reduction”) and a proposed return of cash to shareholders (“Second Return of Cash”).
The AGM will be held at 1.00 pm on 24 June 2020 at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London, EC2A 2EG.
The Second Share Premium Reduction and Second Return of Cash is in addition to the share premium reduction and return of cash announced on 9 April 2020 and subsequently approved by shareholders on 27 April 2020 (“First Return”). The Court hearing to confirm the First Return will take place on 9 June 2020 and, if so approved, the First Return will be completed on or around 30 June 2020.
- The proposed Second Return of Cash to shareholders in July 2020 will be approximately £18.4m million in aggregate subject to shareholder and Court approval.
- The effect of the proposed Second Share Premium Reduction and Second Return of Cash will be that for every fully paid ordinary share of 10 pence each held at the relevant Record Date (as defined in the Notice of AGM), a shareholder will receive 40 pence in cash.
- If approved by shareholders and the Court, trading in Ordinary Shares ex-entitlement to the Second Return of Cash is expected to commence on 23 July 2020 with the expected dispatch of cheques to shareholders or crediting of shareholders’ CREST accounts (as appropriate) in respect of Second Return of Cash entitlements, on or around 31 July 2020.
The Notice of AGM can be downloaded/viewed here
The directors have been notified, or are aware of the following interests in the issued share capital of the company in respect of the shareholdings, and related holding percentages, of the following significant shareholders and directors of Watchstone Group plc as at 29 May 2020.
Current total shares in issue are 46,038,333 as at 29 May 2020 (of which 112,662 are unpaid) with none being held as treasury and less than 1% being held “not in public hands” i.e. those held by (a) a related party; (b) the trustees of any employee share scheme or pension fund established for the benefit of any directors/employees; (c) any person who under any agreement has a right to nominate a person to the board of directors; (d) any person who is the subject of a lock-in agreement pursuant to rule 7 or otherwise; or (e) treasury shares.
|Name||No. of Shares||% Holding|
|Polygon Global Partners LLP||13,460,255||29.24|
|Beach Point Capital Management LP||7,888,718||17.14|
|Sand Grove Capital Management LLP||5,179,279||11.25|
|BlueMountain Capital Management, LLC||2,248,093||4.88|
|Name||No. of Shares||% Holding|
|Lord Howard of Lympne||12,608||0.03|
Shareholder meeting information
View information relating to the Group’s general meetings
2020 Annual General Meeting
2020 General Meeting
2019 Annual General Meeting
2018 Annual General Meeting
Watchstone Group office
Watchstone Group plc
Tollgate, Chandler’s Ford,
Hampshire, SO53 3TY