Watchstone Group plc
(“Watchstone” or the “Company” or the “Group”)
Approval of the Settlement of Navseeker litigation
Further to its announcement on 5 March 2015, Watchstone (LON:WTG) confirms that it has now received the approval of the Court of Chancery of the State of Delaware USA (“Court”), in respect of the settlement of litigation in respect of Navseeker Inc (“Navseeker”), a subsidiary of Hubio Solutions Limited (formerly Himex Limited)(“HSL”). HSL is a wholly owned subsidiary of the Company.
The approval of the Court concludes the agreement of terms with the Plaintiffs for the settlement of litigation (Laurence Baker, et al. v. Hassan Sadiq, et al. and NavSeeker, Inc. C.A. No. 9464-VCL, Court of Chancery of the State of Delaware USA)(“Litigation”) and the associated acquisition of 11.67 per cent. of Navseeker not already held by the Company. The settlement has been made without admission of liability. The Company has been advised that the Plaintiffs’ claims had no merit and the Litigation was being strenuously defended. However, given the alternative of an expensive and protracted continuation of US based litigation, the Board has determined that settlement is the best course of action in the circumstances. Notwithstanding the Board’s belief in the strength of its defence to the Litigation, its outcome would still have been subject to the usual uncertainty that is an inherent part of any civil litigation.
Given the time that has elapsed since the provisional agreement of the settlement detailed on 5 March 2015 (“Proposed Settlement”), the Company has agreed, and the Court has approved, to a change to the Proposed Settlement. The Company will now settle the Litigation and acquire the shares in Navseeker held by the Plaintiffs and any other participating minority shareholder for a total contribution from the Company, HSL and/or the Individual Defendants and/or their insurance carriers of US$2.75 million in cash and will not now issue any shares in the Company as part settlement (“Approved Settlement”).
Instead of issuing 684,770 pre-consolidation new ordinary shares of 15p each with accrued capital return proceeds of approximately £616,293 (“Settlement Shares”) pursuant to the Proposed Settlement, the Approved Settlement replaces the issue of the Settlement Shares with an increase of US$1 million in cash (included in theUS$2.75 million in cash detailed above).