Results for the six months ended 30 June 2017

20th September 2017/in , /by

Watchstone Group plc
(“Watchstone” or the “Company” or the “Group”)

Results for the six months ended 30 June 2017

Watchstone (AIM:WTG.L) today announces its results for the six months ended 30 June 2017.

Financial summary:

  • Underlying business revenues improved to £26.3m (2016: £25.2m)*
  • Underlying EBITDA loss of £2.4m (2016: £3.5m)*
  • Total loss before tax of £2.1m (2016: loss of £8.1m)
  • Group net assets of £66.5m at 30 June 2017 (as at 31 December 2016: £68.5m)
  • Group cash and term deposits at 30 June 2017 of £67.2m, with a further £50m in escrow
  • Group cash and term deposits at 15 September 2017 of £65.8m

*BAS, Maine Finance and Hubio Telematics have been classified as non-underlying in 2017, the 2016 amounts are presented on a comparable basis.

Operational highlights:

  • Group complexity and losses continue to be reduced through disposal/closure/reshaping of cash consuming activities
  • Largest businesses ptHealth and ingenie now well positioned and being invested in for growth
  • Profitable disposal of Business Advisory Services Limited
  • Reshaping of Hubio completed – very substantial reduction of cash requirements
  • Successful resolution of a number of outstanding historic tax matters

For further information:

Watchstone Group plc Tel: 03333 448048
Peel Hunt LLP, Nominated Adviser and broker

Dan Webster, Adrian Trimmings, George Sellar

 Tel: 020 7418 8900

Click here for the full RNS announcement (23 pages)

Holding(s) in Company

4th September 2017/in , /by

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:ii Watchstone Group Plc

GB00BYNBFN51
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights X
An acquisition or disposal of qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii:
3. Details of person subject to the notification obligationiv
Name UBS Investment Bank

UBS Group AG
City and country of registered office (if applicable) Zürich

Switzerland
4. Full name of shareholder(s) (if different from 3.):v
Name UBS AG London Branch
City and country of registered office (if applicable) London, United Kingdom
5. Date of the transaction and date on which the threshold is crossed or reached:vi 31 August 2017
6. Date on which issuer notified (DD/MM/YYYY):  4 September 2017
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) Total of both in % (8.A + 8.B) Total number of voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached 5.25% 0.00% 5.25% 46’038’333
Position of previous notification (if applicable) No Previous Disclosure No Previous Disclosure No Previous Disclosure
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
A: Voting rights attached to shares
Class/type of shares
ISIN CODE (if possible)		 Number of voting rightsix % of voting rights
Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)		 Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)		 Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)		 Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB00BYNBFN51 2’416’640 5.25%
SUBTOTAL 8. A 2’416’640 5.25%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument Expiration datex Exercise/Conversion Periodxi Number of voting rights that may be acquired if the instrument is
exercised/converted.		 % of voting rights
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument Expiration datex Exercise/Conversion Periodxi Physical or cash settlementxii Number of voting rights % of voting rights
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv(please add additional rows as necessary)		 X
Namexv % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold
UBS Group AG
UBS AG
UBS AG London Branch  5.25%  5.25%
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional informationxvi
Place of completion Opfikon, Switzerland
Date of completion 04.09.2017

Holding(s) in Company

31st August 2017/in , /by
TR-1: Notification of major interest in sharesi
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:ii Watchstone Group PLC
2. Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments  X
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:iii Polygon Global Partners LLP

Reade Eugene Griffith
4. Full name of shareholder(s) (if different from 3.):iv  N/A
5. Date of the transaction and date on which the threshold is crossed or reached:v 30 August 2017
6. Date on which issuer notified: 31 August 2017
7. Threshold(s) that is/are crossed or reached: vi, vii 16%
8. Notified details:
A: Voting rights attached to sharesviii, ix
Class/type of shares

if possible using the ISIN CODE

 Situation previous to the triggering transaction Resulting situation after the triggering transaction
Number of Shares Number of Voting Rights Number of shares Number of voting rights % of voting rights x
Direct Directxi Indirectxii Direct Indirect
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument Expiration date xiii Exercise/Conversion Period xiv Number of voting rights that may be acquired if the instrument is exercised/ converted. % of voting rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial instrument Exercise price Expiration datexvii Exercise/Conversion periodxviii Number of voting rights instrument refers to % of voting rightsxix, xx
Nominal Delta
Contract for difference relating to ordinary shares (GB00BYNBFN51) 7,384,034 16.039%
Total (A+B+C)
Number of voting rights Percentage of voting rights
7,384,034 16.039%
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
Reade Griffith holds a majority of the voting rights in Polygon Global Partners LLP.  Consequently, Polygon Global Partners LLP is a “controlled undertaking” in relation to Mr. Griffith.
Proxy Voting:
10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease to hold: N/A
12. Date on which proxy holder will cease to hold voting rights: N/A
13. Additional information: Polygon Global Partners LLP is the investment manager to a fund, Polygon European Equity Opportunity Master Fund, and a separate managed account that, between them, hold the positions referred to in this notification.
14. Contact name: Katharine Ostrow
15. Contact telephone number: +44 020 7901 8331

Holding(s) in Company

1st August 2017/in , /by

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:ii Watchstone Group Plc
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights X
An acquisition or disposal of qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii:
3. Details of person subject to the notification obligationiv
Name JPMorgan Chase & Co.
City and country of registered office (if applicable) Delaware, United States of America
4. Full name of shareholder(s) (if different from 3.):v
Name  J.P. Morgan Securities Plc
City and country of registered office (if applicable)  London, United Kingdom
5. Date of the transaction and date on which the threshold is crossed or reached:vi 28 July 2017
6. Date on which issuer notified (DD/MM/YYYY):  01 August 2017
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) Total of both in % (8.A + 8.B) Total number of voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached Below minimum threshold Below minimum threshold Below minimum threshold 46,038,333
Position of previous notification (if applicable) 4.77% 0.40% 5.17%
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
A: Voting rights attached to shares
Class/type of shares
ISIN CODE (if possible)		 Number of voting rightsix % of voting rights
Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)		 Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)		 Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)		 Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB00BYNBFN51 Below minimum threshold Below minimum threshold
SUBTOTAL 8. A Below minimum threshold Below minimum threshold
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument Expiration datex Exercise/Conversion Periodxi Number of voting rights that may be acquired if the instrument is
exercised/converted.		 % of voting rights
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument Expiration datex Exercise/Conversion Periodxi Physical or cash settlementxii Number of voting rights % of voting rights
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv(please add additional rows as necessary)		 X
Namexv % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold
JPMorgan Chase & Co.
 JPMorgan Chase Bank, National Association
J.P. Morgan International Finance Limited
J.P. Morgan Capital Holdings Limited
 J.P. Morgan Securities plc
10. In case of proxy voting, please identify:
Name of the proxy holder N/A
The number and % of voting rights held N/A
The date until which the voting rights will be held N/A
11. Additional informationxvi
Chain of controlled undertakings:

 

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

J.P. Morgan International Finance Limited (100%)

J.P. Morgan Capital Holdings Limited (100%)

J.P. Morgan Securities plc (100%)
Place of completion London, United Kingdom
Date of completion 01 August 2017

Notes

i Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.

ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.

iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.

In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided as indication of the persons who should be mentioned:

– in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;

– in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;

– in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;

– in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), under letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those situations, the controlled undertaking;

– in the circumstances foreseen in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

– in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal entity that controls the voting rights;

– in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

v Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive (DTR5.2) unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).

vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.

vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

viii If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding is below that threshold.

ix In case of combined holdings of shares with voting rights attached “direct holding” and voting rights “indirect holding”, please split the voting rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank.

x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends. 

xi If the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date].

xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).

xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.

xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).

xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves. 

xvi Example: Correction of a previous notification.

Holding(s) in Company

31st July 2017/in , /by
TR-1: Notification of major interest in sharesi
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:ii Watchstone Group PLC
2. Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments  X
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:iii

BlueMountain Capital Management, LLC
4. Full name of shareholder(s) (if different from 3.):iv

BlueMountain Timberline Ltd.

BlueMountain Montenvers Master Fund SCA SICAV-SIF

Blue Mountain Credit Alternatives Master Fund L.P.

BlueMountain Kicking Horse Fund L.P.

BlueMountain Foinaven Master Fund L.P

BlueMountain Logan Opportunities Master Fund L.P.
5. Date of the transaction and date on which the threshold is crossed or reached:v

28 July 2017
6. Date on which issuer notified: 31 July 2017
7. Threshold(s) that is/are crossed or reached: vi, vii 5%
8. Notified details:
A: Voting rights attached to sharesviii, ix
Class/type of shares

if possible using the ISIN CODE

 Situation previous to the triggering transaction Resulting situation after the triggering transaction
Number of Shares Number of Voting Rights Number of shares Number of voting rights % of voting rights x
Direct Directxi Indirectxii Direct Indirect
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument Expiration date xiii Exercise/Conversion Period xiv Number of voting rights that may be acquired if the instrument is exercised/ converted. % of voting rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial instrument Exercise price Expiration datexvii Exercise/Conversion periodxviii Number of voting rights instrument refers to % of voting rightsxix, xx
Nominal Delta

Equity Swap

2,248,093

4.88 %

4.88 %
Total (A+B+C)
Number of voting rights Percentage of voting rights

2,248,093

 4.88 %
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease to hold:
12. Date on which proxy holder will cease to hold voting rights:
13. Additional information:
14. Contact name:

Eric M. Albert, Chief Compliance Officer & Deputy General Counsel
15. Contact telephone number:

+1-212-905-3900

Holding(s) in Company

27th July 2017/in , /by
TR-1: Notification of major interest in sharesi
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:ii Watchstone Group PLC
2. Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments  X
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:iii

Polygon Global Partners LLP

Reade Eugene Griffith
4. Full name of shareholder(s) (if different from 3.):iv  N/A
5. Date of the transaction and date on which the threshold is crossed or reached:v 26 July 2017
6. Date on which issuer notified: 27 July 2017
7. Threshold(s) that is/are crossed or reached: vi, vii 15%
8. Notified details:
A: Voting rights attached to sharesviii, ix
Class/type of shares

if possible using the ISIN CODE

 Situation previous to the triggering transaction Resulting situation after the triggering transaction
Number of Shares Number of Voting Rights Number of shares Number of voting rights % of voting rights x
Direct Directxi Indirectxii Direct Indirect
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument Expiration date xiii Exercise/Conversion Period xiv Number of voting rights that may be acquired if the instrument is exercised/ converted. % of voting rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial instrument Exercise price Expiration datexvii Exercise/Conversion periodxviii Number of voting rights instrument refers to % of voting rightsxix, xx
Nominal Delta
Contract for difference relating to ordinary shares (GB00BYNBFN51) 6,930,269 15.053%
Total (A+B+C)
Number of voting rights Percentage of voting rights
6,930,269 15.053%
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
Reade Griffith holds a majority of the voting rights in Polygon Global Partners LLP.  Consequently, Polygon Global Partners LLP is a “controlled undertaking” in relation to Mr. Griffith.
Proxy Voting:
10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease to hold: N/A
12. Date on which proxy holder will cease to hold voting rights:  N/A
13. Additional information: Polygon Global Partners LLP is the investment manager to a fund, Polygon European Equity Opportunity Master Fund, and a separate managed account that, between them, hold the positions referred to in this notification.
14. Contact name: Katharine Ostrow
15. Contact telephone number: +44 020 7901 8331

Holding(s) in Company

20th July 2017/in , /by

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:ii Watchstone Group Plc
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights X
An acquisition or disposal of qualifying financial instruments  X
An event changing the breakdown of voting rights
Other (please specify)iii:
3. Details of person subject to the notification obligationiv
Name JPMorgan Chase & Co.
City and country of registered office (if applicable) Delaware, United States of America
4. Full name of shareholder(s) (if different from 3.):v
Name  J.P. Morgan Securities Plc
City and country of registered office (if applicable)  London, United Kingdom
5. Date of the transaction and date on which the threshold is crossed or reached:vi 19 July 2017
6. Date on which issuer notified (DD/MM/YYYY):  20 July 2017
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) Total of both in % (8.A + 8.B) Total number of voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached 4.77% 0.40% 5.17% 46,038,333
Position of previous notification (if applicable) 5.62% 0.30% 5.92%
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
A: Voting rights attached to shares
Class/type of shares
ISIN CODE (if possible)		 Number of voting rightsix % of voting rights
Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)		 Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)		 Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)		 Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB00BYNBFN51 2,196,487 4.77%
SUBTOTAL 8. A 2,196,487 4.77%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument Expiration datex Exercise/Conversion Periodxi Number of voting rights that may be acquired if the instrument is
exercised/converted.		 % of voting rights
 Right of recall  110,735  0.24%
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument Expiration datex Exercise/Conversion Periodxi Physical or cash settlementxii Number of voting rights % of voting rights
 Equity Swap  07/05/2018  Cash  74,000  0.16%
SUBTOTAL 8.B.2  74,000  0.16%
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv(please add additional rows as necessary)		 X
Namexv % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold
JPMorgan Chase & Co.
 JPMorgan Chase Bank, National Association
J.P. Morgan International Finance Limited
J.P. Morgan Capital Holdings Limited
 J.P. Morgan Securities plc  5.17%
10. In case of proxy voting, please identify:
Name of the proxy holder N/A
The number and % of voting rights held N/A
The date until which the voting rights will be held N/A
11. Additional informationxvi
Chain of controlled undertakings:

 

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

J.P. Morgan International Finance Limited (100%)

J.P. Morgan Capital Holdings Limited (100%)

J.P. Morgan Securities plc (100%)
Place of completion London, United Kingdom
Date of completion 20 July 2017

Notes

i Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.

ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.

iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.

In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided as indication of the persons who should be mentioned:

– in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;

– in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;

– in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;

– in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), under letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those situations, the controlled undertaking;

– in the circumstances foreseen in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

– in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal entity that controls the voting rights;

– in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

v Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive (DTR5.2) unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).

vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.

vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

viii If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding is below that threshold.

ix In case of combined holdings of shares with voting rights attached “direct holding” and voting rights “indirect holding”, please split the voting rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank.

x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends. 

xi If the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date].

xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).

xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.

xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).

xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves. 

xvi Example: Correction of a previous notification.

Holding(s) in Company

12th July 2017/in , /by
TR-1: Notification of major interest in sharesi
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:ii Watchstone Group PLC
2. Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments  X
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:iii Polygon Global Partners LLP

Reade Eugene Griffith
4. Full name of shareholder(s) (if different from 3.):iv  N/A
5. Date of the transaction and date on which the threshold is crossed or reached:v 11 July 2017
6. Date on which issuer notified: 12 July 2017
7. Threshold(s) that is/are crossed or reached: vi, vii 14%
8. Notified details:
A: Voting rights attached to sharesviii, ix
Class/type of shares

if possible using the ISIN CODE

 Situation previous to the triggering transaction Resulting situation after the triggering transaction
Number of Shares Number of Voting Rights Number of shares Number of voting rights % of voting rights x
Direct Directxi Indirectxii Direct Indirect
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument Expiration date xiii Exercise/Conversion Period xiv Number of voting rights that may be acquired if the instrument is exercised/ converted. % of voting rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial instrument Exercise price Expiration datexvii Exercise/Conversion periodxviii Number of voting rights instrument refers to % of voting rightsxix, xx
Nominal Delta
Contract for difference relating to ordinary shares (GB00BYNBFN51)  6,564,379 14.259%
Total (A+B+C)
Number of voting rights Percentage of voting rights
6,564,379 14.259%
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
Reade Griffith holds a majority of the voting rights in Polygon Global Partners LLP.  Consequently, Polygon Global Partners LLP is a “controlled undertaking” in relation to Mr. Griffith.
Proxy Voting:
10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease to hold: N/A
12. Date on which proxy holder will cease to hold voting rights:  N/A
13. Additional information:  Polygon Global Partners LLP is the investment manager to a fund, Polygon European Equity Opportunity Master Fund, and a separate managed account that, between them, hold the positions referred to in this notification.
14. Contact name: Katharine Ostrow
15. Contact telephone number: +44 020 7901 8331

AGM Statement and Results

27th June 2017/in , /by

Watchstone Group plc
(“Watchstone” or the “Company” or the “Group”)

Result of AGM and AGM statement

Watchstone (LON:WTG) announces that all resolutions at its Annual General Meeting, held earlier today, were duly passed.

Richard Rose, Non-executive Chairman of Watchstone said: “We are on track with the strategy and execution of our plan to prepare our businesses for future disposals. These potential divestments or any alternative strategic options will be determined with a view to maximising shareholder value taking all factors into consideration.

With the stablisation and improvement of our operating businesses, there is no undue pressure to dispose of assets unless fair value is achieved.   

We have already communicated that Watchstone will be run by a smaller central team and Indro Mukerjee has stated that he will resign from the Board having completed his planned work at the end of this year.

Indro will be succeeded by Stefan Borson, Group General Counsel & Company Secretary, who will take over as Group Chief Executive Officer following Indro’s departure.  Stefan will continue his existing responsibilities, ensuring continuity on all legal and regulatory matters.

In line with this next phase, we will reduce the size of the Board as of January 2018 and this will be comprised of me as Non-executive Chairman; Stefan Borson (who will join the Board upon Indro’s departure); Mark Williams, Group Finance Director; and two of the current non-executive directors. The remaining two non-executive directors will resign at the end of the year and an announcement will be made on this in due course.

For the rest of the year, Indro, Stefan and I will continue to work closely with the rest of the Board to effect a smooth transition to the new structure. This transition work will include: further strengthening of our operating businesses’ management teams; the implementation of a number of business improvements to give greater operational autonomy to our portfolio companies; and the continued guidance of their development as an owner. In addition, Watchstone will continue with its divestment strategy as well as bringing the legacy and other legal issues to their satisfactory conclusion.

This will all be done with a view to maximising the amount of cash to be returned to shareholders at the earliest possible opportunity. As previously announced, this has been delayed by the commencement of legal proceedings by Slater & Gordon (UK) 1 Limited and whilst we believe that their accusations are groundless and without merit, it would not be possible for the Board or a Court to sanction the distribution of assets or cash whilst this litigation remains active.

I would like to thank Indro for his dedication and ability to lead the Group through a series of complex legacy issues. Indro has had to tackle a range of challenges, has increased revenues and cut losses and has established a foundation to enable the Group to deliver the best possible value to our shareholders.”

For further information:

Watchstone Group plc Tel: 03333 448048
Peel Hunt LLP, Nominated Adviser and broker

Dan Webster, Adrian Trimmings, George Sellar

 Tel: 020 7418 8900

Board Appointment

27th June 2017/in , /by

Watchstone Group plc
(“Watchstone” or the “Company” or the “Group”)

Board Appointment

Further to the announcement that Indro Mukerjee will resign from the Board after completing his planned work at the end of this year, Watchstone confirms that Stefan Borson, Group General Counsel & Company Secretary, will succeed him as Group Chief Executive Officer.

Upon appointment, Stefan, who has worked with the Group for almost three years, will also continue his existing responsibilities, ensuring continuity on all legal and regulatory matters.

Watchstone also intends to reduce the size of its Board as of January 2018 to comprise Richard Rose, Non-executive Chairman; Stefan Borson as Group Chief Executive Officer (who will join the Board on Indro’s departure); Mark Williams, Group Finance Director; and two further non-executive directors. Two of the current non-executive directors will resign at the end of the year and a further announcement will be made in due course.

Richard Rose commented: “For the rest of the year, Indro, Stefan and I will continue to work closely with the rest of the Board to effect a smooth transition to the new structure. With a twenty-year career in finance, legal and management positions, we believe that Stefan has the right blend of experience to successfully lead Watchstone into its next phase.”

Information required under paragraph (g) of Schedule 2 of the AIM Rules will be made at the time of the formal appointment of Mr Borson.

For further information:

Watchstone Group plc Tel: 03333 448048
Peel Hunt LLP, Nominated Adviser and broker

Dan Webster, Adrian Trimmings, George Sellar

 Tel: 020 7418 8900

Notes:

Stefan Borson (42) has twenty years’ experience working in and advising both listed and high growth private companies and has held Board positions in a broad range of roles from Chief Executive Officer to Corporate Development & Investment Director.

Following qualification as a Solicitor in 2000 with Addleshaw Goddard, Stefan spent seven years in Investment Banking at Investec plc specialising in advising consumer facing and technology businesses. In 2007, Stefan joined the board of Clerkenwell Ventures plc, a listed investment fund and joined Redbus Media Group as Chief Executive Officer in 2009. In August 2014, Stefan joined Watchstone Group plc as Group General Counsel and became Company Secretary in May 2015.