Goldman Sachs International Stabilisation Notice (5385A)

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: [phone] 
  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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

STAPGURWAUPBPGB

(END) Dow Jones Newswires

May 30, 2019 02:00 ET (06:00 GMT)