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 Date | 6:00 p.m. on Thursday 17 December 2015 |
| Registration of Court Order and Effective Date of Return of Capital | Friday 18 December 2015 |
| Consolidation Record Date | 6:00 p.m. on Friday 18 December 2015 |
| Suspension ends, Share Consolidation Effective and Consolidated Ordinary Shares commence trading ex-entitlement to Return of Capital | 8:00 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 entitlements | On or around 31 December 2015 |
All references to time in this announcement are to London time.