JNY.L Regulatory News (JNY)

4 Jun 2007 11:19

Watermark Group PLC04 June 2007 For Immediate Release Not for release, publication or distribution in whole or in part in or into theUnited States, Canada, Australia, Japan, the Republic of Ireland or South Africa 4 June 2007 Watermark Group Plc ("Watermark" or the "Company") Results of the Placing and Offer of Convertible Bonds and Extraordinary General Meeting ("EGM") On 4 May 2007, Watermark posted a circular to its shareholders containingdetails of the Placing and Offer, pursuant to which the Company has today issueda total of £8,000,000 Convertible Bonds at 100 per cent. of face value to raisea total of £8,000,000 gross (£6,800,000 net of expenses). The circular alsoconvened an EGM, held earlier today, to approve the resolutions to enact thePlacing and Offer. The Placing and Offer comprised (1) a firm placing of £1,741,500 in principalamount of Convertible Bonds with the Underwriters, and (2) the Offer of up to£6,258,500 in principal amount of Convertible Bonds made by the Company toQualifying Shareholders on a basis proportional to their existing shareholdingsand entitlement to shares. The Offer was fully underwritten by the Underwriters. Of the £8,000,000 Convertible Bonds issued under the Placing and Offer, theUnderwriters have subscribed for £1,741,500 in principal amount of ConvertibleBonds under the Placing, representing approximately 21.77 per cent. of theConvertible Bonds issued under the Placing and Offer. Valid applications have been received from shareholders in respect of 1,057,644Convertible Bonds under the Offer, representing, in aggregate, approximately13.22 per cent. of the Convertible Bonds issued under the Placing and Offer.Under the terms of the Placing and Offer, the Underwriters have thereforesubscribed for, or procured subscribers for, the 6,942,356 Convertible Bonds nottaken up by Qualifying Shareholders, representing, in aggregate, approximately86.78 per cent. of the Convertible Bonds issued under the Placing and Offer. Following completion of the Placing and Offer, Stephen Yapp, appointed asExecutive Chairman today, is interested in 130,000 Convertible Bonds and PeterFitzwilliam, Chief Financial Officer, is interested in 50,000 Convertible Bondsrepresenting approximately 1.63 per cent. and 0.63 per cent. of the total issuedConvertible Bonds. At the Extraordinary General Meeting of Watermark, which took place earliertoday, all of the resolutions, as set out in the notice of Extraordinary Generalmeeting dated 4 May 2007, were duly approved by Shareholders. Terms defined in the circular of Watermark dated 4 May 2007 shall, unless thecontext requires otherwise, have the same meaning where used in thisannouncement. Enquiries: Peter Fitzwilliam, Chief Financial OfficerWatermark Group plcTel: 020 8606 2000 Stuart Faulkner/Matthew ChandlerStrand Partners LimitedTel: 020 7409 3494 Jeremy Carey/Andrew DunnTavistock CommunicationsTel: 020 7920 3150 The Directors accept responsibility for the information contained in thisannouncement and to the best of the knowledge and belief of the Directors (whohave taken all reasonable care to ensure that such is the case) the informationcontained in this announcement is in accordance with the facts and contains noomission likely to affect the import of such information. Strand Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for Watermark GroupPlc as financial adviser and sponsor and for no one else in relation to thematters described in this announcement and will not be responsible to anyoneother than Watermark Group Plc for providing the protections afforded tocustomers of Strand Partners Limited or for providing advice in relation to thePlacing and Offer and the contents of this announcement. The Convertible Bonds have not been, nor will they be, registered under theUnited States Securities Act of 1933 (as amended) or under the securitieslegislation of any state of the United States or under any state, province orterritory of Canada, Australia, Japan, the Republic of Ireland or South Africa.Accordingly, the Placing and Offer is not being made and the Convertible Bondsmay not, directly or indirectly, be offered, sold, transferred, re-sold ordelivered, directly or indirectly, in or into the United States, Canada,Australia, Japan, the Republic of Ireland or South Africa or offered to, soldto, transferred, re-sold or delivered in favour of, or to, a person within theUnited States or a resident of Canada, Australia, Japan, the Republic of Irelandor South Africa save as permitted by the laws hereof. This announcement does not constitute an offer to sell or the solicitation of anoffer to buy Convertible Bonds in any jurisdiction in which such offer orsolicitation is unlawful. The distribution of this announcement in certainjurisdictions is restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about and observe any suchrestrictions. Any failure to comply with these restrictions may constitute aviolation of the securities laws of any such jurisdiction. END This information is provided by RNS The company news service from the London Stock Exchange