Results of placing in Watches of Switzerland Group
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
15 September 2020
Result of placing of ordinary shares in Watches of Switzerland Group PLC ("Watches of Switzerland")
Further to the announcement released on 14 September 2020, Jewel Holdco S.à.r.l., (the "Seller") a company owned and controlled by AIF VII Euro Holdings L.P., an affiliate of investment funds managed by an affiliate of Apollo Global Management LLC, announces that it has sold an aggregate of 33.0 million ordinary shares (the "Placing Shares") of Watches of Switzerland, by way of an accelerated bookbuild to institutional investors at a price of 310 pence per ordinary share (the "Placing"), raising aggregate gross proceeds of £102.3 million. The placing was upsized from approximately 27.5 million shares due to strong demand during the bookbuild.
Following settlement of the Placing, which is expected to take place on 17 September 2020, the Seller will hold approximately 67.7 million shares in Watches of Switzerland, representing approximately 28.3% of Watches of Switzerland's issued share capital. The Seller has agreed that it will not, for a period of 90 days following the completion of the Placing, offer, sell, or otherwise transfer any of its remaining Watches of Switzerland shares without the consent of Barclays Bank PLC ("Barclays"), subject to customary exceptions.
Barclays is acting as Sole Global Coordinator in connection with the Placing. N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as the sole financial adviser to the Seller.
Watches of Switzerland will not receive any proceeds from the Placing.
· Lawrence Jamieson, Ben Newmark
+44 (0) 207 623 2323
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction and the securities referred to herein have not been registered under the securities laws of any such jurisdiction. The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or resold, directly or indirectly, in the United States, absent registration under or an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act. No public offering of Placing Shares is being made in the United States or in any other jurisdiction.
In member states of the European Economic Area ("EEA"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Watches of Switzerland or its shares.
Barclays is authorised by the Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA. The Sole Global Coordinator is acting for the Seller only in connection with the Placing and no one else, and will not be responsible to anyone other than the Seller for providing the protections offered to clients nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for the Seller and no-one else in connection with the Placing. Rothschild & Co will not regard any other person as its client(s) in relation to the Placing and will not be responsible to any person(s) other than the Seller for providing protections afforded to clients of Rothschild & Co nor for providing financial advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.