Holding(s) in Company

12th December 2016/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 The Goldman Sachs Group, Inc.
4. Full name of shareholder(s) (if different from 3.):iv Goldman Sachs International
5. Date of the transaction and date on which the threshold is crossed or reached:v 07 December 2016
6. Date on which issuer notified: 09 December 2016
7. Threshold(s) that is/are crossed or reached: vi, vii Above 6%
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 Below 3% Below 3% 2,688,621  5.84%
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
 Stock Loan (Physical)  Open  57,327  0.12%
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 (Cash) 01-May-2026 1,373
0.003%
 CFD (Cash) 02-Oct-2026 36,847
0.08%
 CFD (Cash) 07-Oct-2026 9,715
0.02%
Total (A+B+C)
Number of voting rights Percentage of voting rights
2,793,883 6.07%
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
The Goldman Sachs Group, Inc.; 2,793,883 shares; 6.07%

 

Goldman Sachs (UK) L.L.C. (Controlled by The Goldman Sachs Group, Inc.) ; 2,793,883 shares; 6.07%

Goldman Sachs Group UK Limited (Controlled by Goldman Sachs (UK) L.L.C.) ; 2,793,883 shares; 6.07%

Goldman Sachs International (Controlled by Goldman Sachs Group UK Limited) ; 2,793,883 shares; 6.07%
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: Please note, total amount of voting rights have been rounded to 2 decimal places therefore there is a possibility of a rounding error.

 

General email contact:

shareholderdisclosures@gs.com
14. Contact name: Joanna Foley
15. Contact telephone number: +44 207 051 9996

 

Retention of warranty escrow monies

30th November 2016/in , /by

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

Watchstone Group plc (LON:WTG) notes the announcement by Slater and Gordon Limited (ASX: SGH) that it has obtained an opinion from an independent barrister in respect of the warranty escrow relating to the sale of the Professional Services Division in May 2015 (“Opinion”).

Watchstone has received a copy of the Opinion, which states that a warranty claim presented by Slater and Gordon Limited and/or Slater and Gordon (UK) 1 Ltd (together “SGH”) has on balance a prospect of success and that, if successful, such claim would be likely to have a value of £53m. Accordingly, £50m is to be retained in the warranty escrow account until the warranty claim is resolved.

The Opinion is solely for the purpose of determining whether the warranty escrow Account may be released to Watchstone at this time. It does not pre-judge the outcome of any legal proceedings. Watchstone remains satisfied that the warranty claim has no merit and will defend it robustly if proceedings are brought.

During the process leading to the Opinion, Watchstone had no right to require disclosure of key evidence in the possession of SGH which would be relevant to the merits and quantum of the warranty claim. Watchstone believes this evidence will be available to it in the event that SGH issues proceedings and it intends to seek disclosure of such information at the earliest possible opportunity.

Capital return

Watchstone will now not proceed with its further capital return to shareholders until the warranty claim detailed above is resolved.

Balance sheet update

As at 25 November 2016, Watchstone had cash of £83.1m (excluding the Warranty Escrow).

Watchstone will make further announcements in due course, as appropriate.

Holding(s) in Company

4th November 2016/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 Deutsche Bank AG
4. Full name of shareholder(s) (if different from 3.):iv Deutsche Bank AG, London Branch
5. Date of the transaction and date on which the threshold is crossed or reached:v 02/11/2016
6. Date on which issuer notified: 04/11/2016
7. Threshold(s) that is/are crossed or reached: vi, vii Above 5%, 6%, 7%
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 Below Notifiable Threshold Below Notifiable Threshold 3,471,638 3,471,638 0 7.54  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
Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
3,471,638 7.54%
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
 Deutsche Bank AG, London Branch – 7.54%
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: Stacy Otieno
15. Contact telephone number: 0207 54 76268

 

Holding(s) in Company

1st November 2016/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 BEACH POINT CAPITAL MANAGEMENT LP
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 28 OCTOBER 2016
6. Date on which issuer notified: 31 OCTOBER 2016
7. Threshold(s) that is/are crossed or reached: vi, vii 12%
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 5,506,978 5,506,978 5,541,978 5,541,978 12.04
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
Total (A+B+C)
Number of voting rights Percentage of voting rights
5,541,978 12.04
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:  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:
14. Contact name: Khoa D. Le
15. Contact telephone number: +001 310 996 9657

 

Holding(s) in Company

4th October 2016/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  X
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:iii Deutsche Bank AG
4. Full name of shareholder(s) (if different from 3.):iv

Deutsche Bank AG, London Branch
5. Date of the transaction and date on which the threshold is crossed or reached:v 29/09/2016
6. Date on which issuer notified: 03/10/2016
7. Threshold(s) that is/are crossed or reached: vi, vii Below Notifiable Threshold
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 3,455,190 3,455,190 Below reportable threshold Below reportable threshold  0 Below reportable threshold  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
Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
Below reportable threshold Below reportable threshold
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
Below reportable threshold
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: Stacy Otieno
15. Contact telephone number: 0207 54 76268

 

Results for the six months ended 30 June 2016 – Correction

19th September 2016/in , /by

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

Watchstone announces that an amendment has been made to its (Loss)/Earnings per share for the six months ended 30 June 2016 and 2015 released on 16 September 2016 at 0700 under RNS number 0064K.

Corrections have been made to the Condensed Consolidated Income Statement as follows:

  • For the six months ended 30 June 2016 the Group’s underlying loss per share was (15.9)p on a basic and diluted rather than (31.9)p
  • For the six months ended 30 June 2016 the Group’s total loss per share was (16.7)p on a basic and diluted rather than (33.5)p
  • For the six months ended 30 June 2016 the Group’s loss per share from continuing activities was (17.3)p on a basic and diluted rather than (34.9)p
  • For the six months ended 30 June 2015 the Group’s underlying loss per share was (26.0)p on a basic and diluted rather than (51.7)p
  • For the six months ended 30 June 2015 the Group’s total earnings per share were 921.9 on a basic and diluted rather than 1,832.5p
  • For the six months ended 30 June 2015 the Group’s loss per share from continuing activities was (66.9)p on a basic and diluted rather than (133.1)p

A copy of the amended results announcement is available on the website: www.watchstonegroup.com

Response to announcement by Slater & Gordon Limited

19th September 2016/in , /by

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

Watchstone Group plc (LON:WTG) notes the announcement by Slater and Gordon Limited (ASX: SGH) advising that it and/or Slater and Gordon (UK) 1 Ltd (together “SGH”) intend to bring a claim against Watchstone arising from SGH UK’s purchase of the Company’s Professional Services Division in May 2015 (“SGH Announcement”).

Watchstone confirms that it has today received preliminary correspondence on behalf of SGH notifying it of a purported claim. The Company does not believe that there are grounds for a claim to be brought and will defend it robustly.

Watchstone conducted a professional and transparent disposal process of the Professional Services Division assisted and advised by leading specialists. In addition, Watchstone allowed SGH the opportunity to complete an extensive and detailed due diligence process with the assistance and advice of a similarly specialist team.

Watchstone notes reference in the SGH Announcement to the escrow account containing £50.0m of the original purchase consideration for the acquisition (“Warranty Escrow”) due for release to Watchstone on 29 November 2016.

Following 29 November 2016, monies will be released to Watchstone from the Warranty Escrow unless, inter alia, Watchstone receives an opinion of a senior independent barrister stating that a given claim is more likely to succeed than not (“Opinion”). The Opinion will also quantify what such claim, if successfully brought against Watchstone, would be valued at and this amount would then be retained in the Warranty Escrow until the purported claim was resolved with any excess up to the £50.0m released to Watchstone. Prior to the giving of an Opinion, Watchstone will have the opportunity to make submissions in respect of such matters.

Watchstone will make further announcements in due course, as appropriate.

Results for the six months ended 30 June 2016

16th September 2016/in , /by

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

Watchstone (AIM:WTG.L) today announces its results for the six months ended 30 June 2016.

Financial summary:

  • Underlying* business revenues improved to £31.9m (2015: £28.8m)
  • Underlying EBITDA loss before capitalisation of development expenditure £6.9m (2015: £13.8m)
  • Underlying EBITDA loss after capitalisation of development expenditure £6.7m (2015: £10.2m)
  • Total loss before tax £8.2m (2015: loss of £32.3m)
  • Group net assets £130.6m (as at 31 December 2015: £137.1m)
  • Group cash at 30 June 2016 of £93.8m (£89.3m as at 31 August 2016), with a further £50.0m in escrow

* Underlying includes ptHealth, Hubio, Ingenie, BAS, Maine Finance and Central

Operational highlights:

  • Substantial work completed and on-going to simplify the Group including closure and disposals of loss-making businesses; underpinned by work to position the Group to deliver shareholder value from its assets
  • Continued momentum in ptHealth and ingenie
  • ingenie signed its first white label licence with ANWB, The Royal Dutch Touring Club
  • Resolved long standing Navseeker litigation

Click here for the full RNS announcement (21 pages)

Holding(s) in Company

18th August 2016/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  X
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:iii Deutsche Bank AG
4. Full name of shareholder(s) (if different from 3.):iv

Deutsche Bank AG, London Branch
5. Date of the transaction and date on which the threshold is crossed or reached:v 15/08/2016
6. Date on which issuer notified: 17/08/2016
7. Threshold(s) that is/are crossed or reached: vi, vii Above 5%, 6% and 7%
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  Below reportable threshold  Below reportable threshold  3,455,190  3,455,190  0  7.51%  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
Swaps  17-Jul-17 11,693 Nominal Delta
 0.03%  0.03%
Total (A+B+C)
Number of voting rights Percentage of voting rights
3,466,883 7.53%
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
 Deutsche Bank AG, London Branch – 7.53%
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: Stacy Otieno
15. Contact telephone number: 0207 54 76268

 

Holding(s) in Company

7th July 2016/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 BEACH POINT CAPITAL MANAGEMENT LP
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 05 JULY 2016
6. Date on which issuer notified: 06 JULY 2016
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
 GB00BYNBFN51 5,059,560 5,059,560 5,139,560  5,139,560 11.16
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
Total (A+B+C)
Number of voting rights Percentage of voting rights
5,139,560 11.16
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: 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:
14. Contact name: Khoa D. Le
15. Contact telephone number: +001 310 996 9657