TR-1: Notification of Major Interest in Shares

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
An event changing the breakdown of voting rights  X
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 21/12/2015
6. Date on which issuer notified: 23/12/2015
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
GB00BMTS9H89 27,348,943 27,348,943 Below Notifiable Threshold Below Notifiable Threshold 0 Below Notifiable 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 Notifiable Threshold Below Notifiable Threshold
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
Below Notifiable 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: 02075476268

TR-1: Notification of Major Interest in Shares

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 Yes
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 Sand Grove Capital Management LLP
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 21/12/2015
6. Date on which issuer notified: 22/12/2015
7. Threshold(s) that is/are crossed or reached: vi, vii Above 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
Watchstone Group Plc
GB00BYNBFN51
Equity CFD
2,305,383 Nominal Delta
5.0311%
Total (A+B+C)
Number of voting rights Percentage of voting rights
2,305,383 5.0311%
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: Penelope Brudenell-Bruce
15. Contact telephone number: +44 20 3770 8614

Director / PDMR Shareholding

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

The Company was notified today that, on 21 December 2015, the Directors listed below acquired the following ordinary shares of 10 pence each (“Ordinary Shares”) at a price of 196 pence per Ordinary Share.

DirectorPositionOrdinary Shares PurchasedHolding Post PurchasePercentage of Issued Share Capital
Indro MukerjeeGroup Chief Executive Officer50,55050,5500.11%
Mark WilliamsGroup Finance Director50,55050,5500.11%
Lord Howard of LympneSenior Non-Executive Director12,60812,6080.03%

 

Resumption of trading in the Company’s shares

Watchstone (LON:WTG) announces that, following approval of the Reduction of Capital and the Return of Capital and following shareholder approval of the Consolidation proposed at the General Meeting, the Consolidation is now complete.

All shareholders on the register at 6 p.m. on 18 December 2015 receive one Consolidated Ordinary Shares of 10 pence each with the new ISIN GB00BYNBFN51 for every 10 existing Ordinary Shares of 1 pence each (being the previous 15 pence nominal value less 14 pence Reduction of Capital). The Consolidated Ordinary Shares will continue to trade on the AIM of the London Stock Exchange from 8 a.m. this morning.

Following the Consolidation, the number of Consolidated Ordinary Shares of 10 pence each in issue and admitted to trading is 45,822,708. The Company has no Consolidated Ordinary Shares held in treasury. The total of 45,822,708 Consolidated Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Disclosure and Transparency Rules.

Capitalised terms used in this announcement have the same meanings given to them in the Circular published by Watchstone on 9 November 2015.

Reduction of Capital and Return of Capital

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

The Company announces that the High Court of Justice in England and Wales has made an order approving the reduction of the Company’s share capital under the Companies Act 2006. Details of the Reduction of Capital were set out in the circular to shareholders dated 9 November 2015 and the proposal was approved by shareholders at the General Meeting held on 26 November 2015. The order of the Court will be filed with Companies House on 18 December 2015, and the Reduction of Capital will become effective upon registration on the same day. The Return of Capital will also become effective on 18 December 2015.

Following approval of the Reduction of Capital and the Return of Capital and following shareholder approval of the Consolidation proposed at the General Meeting, the Consolidation will take place on 21 December 2015.

As planned and previously announced, trading in the Company’s shares will remain temporarily suspended until the market opening on Monday, 21 December 2015. Upon the Consolidation taking place the existing Ordinary Shares of 1 pence each with ISIN GB00BMTS9H89 will be become Consolidated Ordinary Shares of 10 pence each with the new ISIN GB00BYNBFN51. The Consolidated Ordinary Shares will continue to trade on the AIM of the London Stock Exchange upon the suspension being lifted.

Updated Timetable of Events

Return of Capital Record Date6:00 p.m. on Thursday 17 December 2015
Registration of Court Order and Effective Date of Return of Capital Friday 18 December 2015
Consolidation Record Date6:00 p.m. on Friday 18 December 2015
Suspension ends, Share Consolidation Effective and Consolidated Ordinary Shares commence trading ex-entitlement to Return of Capital8:00 a.m. on Monday 21 December 2015
Dispatch of cheques to Shareholders or Shareholders’ CREST accounts credited (as appropriate) in respect of Return of Capital entitlementsOn or around 31 December 2015

All references to time in this announcement are to London time.

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

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 11/12/2015
6. Date on which issuer notified: 15/12/2015
7. Threshold(s) that is/are crossed or reached: vi, vii Above 5%, 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
GB00BMTS9H89 Below Notifiable Threshold Below Notifiable Threshold 27,348,943 27,348,943 0 6.02% 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
CFD 02-Dec-16 330,578 Nominal Delta
0.07% 0.07%
Total (A+B+C)
Number of voting rights Percentage of voting rights
27,679,521 6.09%
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 – 6.09%
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: 02075476268

Temporary trading suspension

Watchstone Group plc

Receipt of Letter of Claim

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

Watchstone Group plc (LON:WTG) announces that, further to its announcement of 29 September 2015, it has today received a letter of claim from the law firm acting for 342 claimants to commence an action against the Company under the Financial Services and Markets Act 2000 (“Letter of Claim”).

Whilst the Company is yet not in a position to verify the assertions in the Letter of Claim, consistent with the previous announcement of the Company and correspondence from the law firm, the Letter of Claim details the expected value of the potential claims against the Company to be approximately £9.4 million.

As stated previously, the Company plans to vigorously defend all claims.

The Company does not believe that the Letter of Claim will adversely impact the Company’s previously announced Reduction of Capital and Return of Capital.

Block listing application

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

The Company announces that an application has been made to the London Stock Exchange plc for the admission to trading on AIM of a block listing of 6,065,341 ordinary shares of 15 pence each in the capital of the Company (“Ordinary Shares”).

These Ordinary Shares are being reserved under a block listing to be issued as a result of the exercise of existing share options pursuant to the Company Share Option Scheme.

It is expected that admission of these Ordinary Shares will become effective on 11 December 2015. These Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares in issue.