Goldman Sachs International Stabilisation Notice (5385A)
May 30 2019 - 2:00AM
UK Regulatory
TIDMUK17 TIDMWOSG
RNS Number : 5385A
Goldman Sachs International
30 May 2019
Not for distribution, directly or indirectly, in or into the
United States or any jurisdiction in which such distribution would
be unlawful.
Watches of Switzerland Group Limited
Stabilisation Notice
30 May 2019
Goldman Sachs International hereby gives notice that the entity
undertaking stabilisation (the "Stabilisation Manager" named below
and its affiliates) may stabilise the offer of the following
securities in accordance with Regulation (EU) No 596/2014 (Market
Abuse Regulation) and Commission Delegated Regulation (EU)
2016/1052. Stabilisation transactions aim at supporting the market
price of the Securities during the Stabilisation Period.
Stabilisation may not necessarily occur and it may cease at any
time.
The securities:
Issuer: Watches of Switzerland Group Limited (to be
re-registered as a public limited company and
re-named as Watches of Switzerland Group PLC)
---------------------------------------------------------
Securities: Ordinary registered shares ("ORDs" or "Ordinary
Shares") of the Issuer (ISIN: GB00BJDQQ870)
---------------------------------------------------------
Offering size: 81,481,481 Ordinary Shares (excluding the over-allotment
option)
---------------------------------------------------------
Offer Price: GBP 2.70
---------------------------------------------------------
Stabilisation:
Stabilisation Manager Goldman Sachs International, Peterborough Court,
(and central point 133 Fleet Street, London EC4A 2BB
within the meaning Contact: Luke Hicks; telephone: +44 (0)20 7552
of Commission Delegated 1169
Regulation (EU)
2016/1052):
---------------------------------------------------------
Beginning of the 30 May 2019
Stabilisation Period:
---------------------------------------------------------
Stabilisation Period 28 June 2019
to end no later
than:
---------------------------------------------------------
Trading venue where London Stock Exchange ("LSE"), BATS, Chi-X
stabilisation may
be undertaken:
---------------------------------------------------------
Over-allotment & Greenshoe Option:
Terms: In connection with the offering (the "Offer"),
the Stabilisation Manager, or any of its agents,
may (but will be under no obligation to), to
the extent permitted by applicable law, over-allot
Ordinary Shares sold in the Offer (the "Offer
Shares") or effect other stabilisation transactions
with a view to supporting the market price
of the Offer Shares at a level higher than
that which might otherwise prevail in the open
market pursuant to an over-allotment option
granted to it in connection with the Offer
(the "Over-allotment Option"). The Stabilisation
Manager is not required to enter into such
transactions and such transactions may be effected
on any securities market, over-the-counter
market, stock exchange or otherwise and may
be undertaken at any time during the period
commencing on the date of the commencement
of conditional dealings in the Offer Shares
on the LSE and ending no later than 30 calendar
days thereafter. There will be no obligation
on the Stabilisation Manager or any of its
agents to effect stabilising transactions and
there is no assurance that stabilising transactions
will be undertaken. Such stabilisation, if
commenced, may be discontinued at any time
without prior notice. In no event will measures
be taken to stabilise the market price of the
Offer Shares above GBP2.70 per Offer Share.
Except as required by law or regulation, neither
the Stabilisation Manager nor any of its agents
intends to disclose the extent of any over-allotments
made and/or stabilisation transactions conducted
in relation to the Offer.
In connection with the Offer, the Stabilisation
Manager may, for stabilisation purposes, over-allot
Offer Shares up to a maximum of 10% of the
total number of Offer Shares comprised in the
Offer.
The Over-allotment Option is exercisable in
whole or in part, upon notice by the Stabilisation
Manager, at any time on or before the 30(th)
calendar day after the commencement of conditional
dealings in the Offer Shares on the LSE. Any
Over-allotment Shares made available pursuant
to the Over-allotment Option will rank pari
passu in all respects with all other Ordinary
Shares, including for all dividends and other
distributions declared, made or paid on the
Ordinary Shares, will be purchased on the same
terms and conditions as the Offer Shares being
issued or sold in the Offer and will form a
single class for all purposes with the other
Ordinary Shares.
---------------------------------------------------------
Number of shares 8,148,148 Ordinary Shares
covered by Over-allotment
Option:
---------------------------------------------------------
Duration: This option may be executed at any time during
the Stabilisation Period.
---------------------------------------------------------
Disclaimer
In connection with the offer of the above securities, the
Stabilisation Manager(s) may over-allot the securities or effect
transactions with a view to supporting the market price of the
securities at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilisation
Manager(s) will take any stabilisation action and any stabilisation
action, if begun, may be ended at any time.
This announcement is for information only and does not
constitute an offer or invitation to underwrite, subscribe for or
otherwise acquire or dispose of any securities or investment advice
in any jurisdiction in which such an offer or solicitation is
unlawful, including without limitation, the United States,
Australia, Canada, or Japan. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
This announcement and the information contained herein, is not
an offer of securities for sale in, and is not for transmission to
or publication, distribution or release, directly or indirectly, in
the United States of America (including its territories and
possessions, any state of the United States of America and the
District of Columbia) (the "United States"). The securities being
offered have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under
any applicable securities laws of any state or other jurisdiction
of the United States and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in the United
States unless registered under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements and in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States. No public offering of the securities discussed herein is
being made in the United States.
This announcement is directed only at: (A) persons in member
states of the European Economic Area (the "EEA") who are "qualified
investors" within the meaning of Article 2(1)(e) of the EU
Prospectus Directive (Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in the
relevant member state of the EEA) and includes any relevant
implementing measure in each relevant member state of the EEA) (the
"Qualified Investors"); (B) in the United Kingdom, Qualified
Investors who are persons who (i) have professional experience in
matters relating to investments and who fall within the definition
of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); or (ii) are high net worth entities falling
within Article 49 of the Order; or (iii) are persons to whom it may
otherwise be lawfully communicated. If you are not a person to whom
this announcement is directed as set out in (A) and (B) above, you
will not be eligible to participate in the offering, and you should
not act upon, or rely on, this announcement.
END
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END
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