Holding(s) in Company

15th May 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 X
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
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:iii Société Générale SA (SG SA)
4. Full name of shareholder(s) (if different from 3.):iv
5. Date of the transaction and date on which the threshold is crossed or reached:v 11/05/2017
6. Date on which issuer notified: 15/05/2017
7. Threshold(s) that is/are crossed or reached: vi, vii Above 5% – 6% -7% – 8%
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
 GB00BYNBFN51

Ordinary share

  0 0 3,741,715  3,741,715 0  8.13 0
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
Total (A+B+C)
Number of voting rights Percentage of voting rights
3,741,715 8.13%
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: Investment Banking Control Room
15. Contact telephone number: +44 20 7676 6821 / 6969

Holding(s) in Company

12th May 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 May 2017
6. Date on which issuer notified: 12 May 2017
7. Threshold(s) that is/are crossed or reached: vi, vii 11%
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)  5,408,115  11.747%
Total (A+B+C)
Number of voting rights Percentage of voting rights
5,408,115 11.747%
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

12th May 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 May 2017
6. Date on which issuer notified: 12 May 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
Contract for difference relating to ordinary shares (GB00BYNBFN51)  5,408,115  11.747%
Total (A+B+C)
Number of voting rights Percentage of voting rights
5,408,115 11.747%
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

Prospective claim by Slater and Gordon

11th May 2017/in , /by

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

For further information:

Watchstone Group plc

alexnekrassov@newcenturymedia.co.uk

 Tel: 020 7930 8033
Peel Hunt LLP, Nominated Adviser and broker

Dan Webster

 Tel: 020 7418 8900

Holding(s) in Company

10th May 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 08 May 2017
6. Date on which issuer notified (DD/MM/YYYY):  09 May 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 5.62% 0.30% 5.92% 46,038,333
Position of previous notification (if applicable) 5.77% 0.33% 6.10%
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 2,587,173 5.62%
SUBTOTAL 8. A 2,587,173 5.62%
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 136,745 0.30%
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 Inc.
Bank One International Holdings Corporation
J.P. Morgan International Finance Limited
J.P. Morgan Capital Holdings Limited
J.P. Morgan Chase (UK) Holdings Limited
J.P. Morgan Chase International Holdings
J.P. Morgan Securities plc 5.62% 5.92%
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 Inc. (100%)
Bank One International Holdings Corporation (100%)
J.P. Morgan International Finance Limited (100%)
J.P. Morgan Capital Holdings Limited (72.73%)
J.P. Morgan Chase (UK) Holdings Limited (99.99%)
J.P. Morgan Chase International Holdings (100%)
J.P. Morgan Securities plc (99.41%)
Place of completion London, United Kingdom
Date of completion 09 May 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.

Annual Financial Report

5th May 2017/in , /by

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

Report and Accounts for the year ended 31 December 2016

Watchstone (AIM:WTG.L) announces that it has today published its Annual Report and Accounts for the year ended 31 December 2016 on the Group’s website at www.watchstonegroup.com/investors along with the Group Finance Director’s financial presentation and voiceover. Watchstone also announces that it will file its Accounts with Companies House today.

The Annual Report and Accounts for the year ended 31 December 2016 will be posted to registered shareholders.

The 2017 AGM will be held at 10.30am on 27 June 2017 at Vauxhall & Lambeth Suite – 2nd Floor, Park Plaza County Hall, 1 Addington St, Lambeth, London SE1 7RY. Notice of the Annual General Meeting (“AGM”) and a Form of Proxy will be posted to registered shareholders in due course.

Preliminary results for the year ended 31 December 2016

27th April 2017/in , /by

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

Watchstone (AIM:WTG.L) today announces its results for the year ended 31 December 2016.

Financial:

  • Underlying* business revenues increase to £60.7m (2015: £54.9m)
  • Total revenues rise to £63.8m (2015: £58.8m)
  • Underlying EBITDA** loss of £9.8m (2015: loss of £15.1m)
  • Group Operating Loss of £20.9m (2015: £177.6m)
  • Total loss after tax of £69.1m (2015: profit of £274.9m) including £50.1m impairment of escrow receivable
  • Group net assets (excluding contingent liabilities) of £68.5m (2015: £137.1m) representing approximately 147 pence per share. Group reported net assets no longer includes the escrow receivable following impairment
  • Group cash and term deposits at 31 December 2016 of £81.2m (2015: £103.2m)

*Underlying includes Hubio, ingenie, Healthcare Services, BAS and Central

**EBITDA is Earnings Before Interest Tax Depreciation Amortisation and Impairments

Operational:

  • Group complexity reduced with disposal or closure of a number of loss making, cash consumptive businesses
  • Growth and profitability delivered in our largest businesses, ptHealth and ingenie
  • Reshaping of Hubio completed including substantial reduction of cash requirements and the launch of our new UBI proposition based on ingenie’s leading IP
  • Plan to prepare all remaining businesses for potential divestment and establish new way of working with the substantially reduced central team / Board by the end of 2017

Current trading (unaudited):

  • Overall trading is in line with expectations with continued good momentum in ptHealth and ingenie
  • Unaudited underlying group revenue for Q1 2017 is up 4% vs. Q1 2016
  • Continued improvement in underlying EBITDA loss with expectation of significantly lower losses vs. 2016 reflecting the operating improvements made in 2016 and since
  • Unaudited overall group operating loss is an improvement of approximately 40% for Q1 2017 vs. Q1 2016
  • ptHealth has had a good start to the year
    • continued emphasis on clinic optimisation and InnoCare sales
    • unaudited revenue of £7.3m in Q1 2017 (an increase of approximately 11.5% vs. Q1 2016 (excluding exchange rate fluctuations)
  • ingenie is performing well
    • taking advantage of the continued market opportunities seen in UK insurance telematics
    • unaudited revenue of £3.9m in Q1 2017 (an increase of approximately 11% vs. Q1 2016)
  • Smaller and more focused Hubio footprint with a clear strategy as explained in the Group Chief Executive’s Update
  • BAS revenue is broadly in line with Q1 2016 and budget expectations
  • As at 21 April 2017, Group cash and term deposits was (unaudited) £71.8m
    • Cash outflows since year end reflect both typical settlement of outstanding 2016 invoices, staff bonuses and settlement of non-underlying liabilities. This rate of spend is not expected to be reflective of the trend for the full year
    • Group cash excludes escrow monies of £50.1m

Indro Mukerjee, Group Chief Executive Officer said: “After some 20 months with the Group, I can confidently say that, with the rather broad set of things to do, there has never been a dull moment. Our actions and improvements means the business has entered 2017 in a clearer and stronger position than in 2016. I believe that we will best serve our shareholders by realising the value of our operating businesses (through sale, merger/demerger or IPO) at the optimal time; by managing legacy matters in the most efficient manner; and then to return the maximum cash to shareholders at the earliest opportunity subject always to the need to ensure the interests of creditors are adequately safeguarded (including in respect of any contingent liabilities). As such, I have recommended, and the Board has agreed, a plan of action which will result in completing the phase I started back in September 2015 and which will move Watchstone into its next phase by the end of 2017. On a personal level, this will signify the end of my work with the Group. I have informed my colleagues of my intention to stand down as Group CEO and resign from the Board, both as of 31 December 2017.”

Richard Rose, Non-executive Chairman said: “2016 was another busy year for Watchstone as we continued to work through operational and organisational change while dealing with a multitude of legacy legal and taxation matters. The Board has decided that all remaining businesses will now be prepared for divestment. In readiness for possible disposal, the companies will be shaped to operate more autonomously, with Watchstone taking a more strategic role rather than seeking to operate the businesses.   The timing for any potential divestment or any alternative strategic option will be determined with a view to maximising shareholder value. Under the leadership of Indro Mukerjee, we are now well placed to move to a much simpler and significantly reduced cost group structure by the end of 2017 at which point Indro’s work to provide a strong and stable platform for Watchstone and its businesses to generate value for shareholders will be complete.”

The Annual Report and Accounts for the year ended 31 December 2016 will be released by 5 May 2017 and posted to registered shareholders. Once published a full version will be available at www.watchstonegroup.com/investors.

The 2017 AGM will be held at 10.30am on 27 June 2017 at Vauxhall & Lambeth Suite – 2nd Floor, Park Plaza County Hall, 1 Addington St, Lambeth, London SE1 7RY. Notice of the Annual General Meeting (“AGM”) and a Form of Proxy will be posted to registered shareholders in due course.

Click here for the full RNS announcement

Holding(s) in Company

21st April 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 Dialectic Capital Management, LP
4. Full name of shareholder(s) (if different from 3.):iv Dialectic Offshore, Ltd.
5. Date of the transaction and date on which the threshold is crossed or reached:v 10 March 2017
6. Date on which issuer notified: 20 April 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
 GB00BYNBFN5
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
CFD  Below 5%
Total (A+B+C)
Number of voting rights Percentage of voting rights
Below 5%
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: Bernadette Murphy, Chief Compliance Officer
15. Contact telephone number: 212-230-3232

Holding(s) in Company

20th April 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 19 April 2017
6. Date on which issuer notified: 20 April 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
 Contract for difference relating to ordinary shares (GB00BYNBFN51) 2,356,709 5.119%
Total (A+B+C)
Number of voting rights Percentage of voting rights
2,356,709 5.119%
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

28th March 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  X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached  X
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:iii JPMorgan Chase & Co.
4. Full name of shareholder(s) (if different from 3.):iv J.P. Morgan Securities Plc
5. Date of the transaction and date on which the threshold is crossed or reached:v 24 March 2017
6. Date on which issuer notified: 27 March 2017
7. Threshold(s) that is/are crossed or reached: vi, vii 6% Downwards on voting rights attached to shares
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
GB00BYNBFN51 2,777,918 2,777,918 2,657,076 5.77%
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
 Right to Recall 150,473 0.33%
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
Total (A+B+C)
Number of voting rights Percentage of voting rights
2,807,076 6.10%
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
Total disclosable holding for JPMorgan Chase & Co. : 2,807,076 (6.10%)

Direct: J.P. Morgan Securities Plc: 2,657,076 (5.77%) Shares; 150,473 (0.33%) Qualifying Financial Instruments

 

Chain of control:

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

J.P. Morgan International Inc. (100%)

Bank One International Holdings Corporation (100%)

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

J.P. Morgan Capital Holdings Limited (72.73%)

J.P. Morgan Chase (UK) Holdings Limited (99.99%)

J.P. Morgan Chase International Holdings (100%)

J.P. Morgan Securities plc (99.41%)
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:

N/A
14. Contact name: Evangelos Galiatsatos
15. Contact telephone number: 0207 742 6148