Watchstone Group PLC Counterclaim against Slater & Gordon (UK) 1 Ltd (5261K)
29 Agosto 2019 - 1:03AM
UK Regulatory
TIDMWTG
RNS Number : 5261K
Watchstone Group PLC
29 August 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR").
Watchstone Group plc
Counterclaim filed against Slater & Gordon (UK) 1
Limited
Further to its previous announcements on 14 June 2017 and 12
October 2017, Watchstone Group plc (LON:WTG) ("Watchstone")
announces that, following permission being granted by the High
Court, it is today serving and filing an Amended Defence and
Counterclaim in the High Court proceedings issued by Slater &
Gordon (UK) 1 Limited ("S&G").
The counterclaim against S&G is currently for damages of at
least GBP63m plus exemplary damages, interest and costs for breach
of confidence, inducing breach of contract, and unlawful means
conspiracy ("Counterclaim"). The Counterclaim arises from the
recent discovery via third party disclosure of an illicit back
channel that Greenhill & Co ("Greenhill"), a corporate finance
adviser to S&G, procured during the period of due diligence and
negotiation with Watchstone's then group restructuring and
technical accounting adviser, PricewaterhouseCoopers ("PwC").
Watchstone claims that at S&G's behest and/or on its behalf
and/or with its knowledge and authorisation and/or ratification,
its agent Greenhill established a 'back-channel' with PwC,
Watchstone's trusted adviser by a series of secret meetings between
representatives of Greenhill and PwC, at which it unlawfully
obtained information pertaining to Watchstone's wider group which
was, and which it knew to be, confidential. S&G (and Greenhill
on its behalf) then factored that information into its tactics and
strategy for the negotiations with Watchstone leading to the
acquisition of the Professional Services Division ("PSD") which is
the subject of these proceedings, thereby gaining an unfair
advantage in those negotiations, which it exploited in order to
purchase the PSD at a lower price than it would otherwise have had
to pay. S&G thereby planned to, and did cause, Watchstone to
suffer significant loss.
Watchstone informed the Court that it had not been told by
S&G (including in its disclosure and witness statements in
these proceedings) or anyone else about the back-channel referred
to above, and was therefore unaware that its confidential
information had been provided to Greenhill and S&G until it
received third party disclosure from Greenhill in these proceedings
on 19 July 2019 almost three years after S&G's claim was first
threatened.
At a one-day hearing on 28 August 2019 in the Commercial Court
in London, S&G submitted that Watchstone should not be
permitted to amend its Defence or to bring the Counterclaim.
Mr Justice Bryan rejected S&G's submission and found that
Watchstone has a real prospect of success in respect of the
proposed Counterclaim and other amendments such that permission to
bring such claims within the existing proceedings should be given.
The Judge also rejected S&G's request that, even if the
Counterclaim was permitted, it should be stayed pending the
determination of the trial. The Judge ordered that Watchstone's
claims in relation to the back channel, including its Counterclaim,
are to be heard at the same time as the trial of S&G's claims
starting on 21 October 2019.
The Amended Defence and Counterclaim will be served and filed
today. Once filed it will be available on written application to
the Commercial Court, alternatively online at the HM Courts &
Tribunals e-filing Service: HMCTS e-filing service at
https://efile.cefile-app.com/login, subject to the payment of the
prescribed fee. The claim number is CL-2017-000348, High Court of
Justice, Queens Bench Division, Commercial Court.
Watchstone will make further announcements in due course, as
appropriate.
The release of this announcement has been authorised by Stefan
Borson, Group Chief Executive Officer and Company Secretary of the
Company.
For further information:
Watchstone Group plc Tel: +44 (0)20 7930
8033
Alex Nekrassov alexnekrassov@newcenturymedia.co.uk
WH Ireland LLP, Nominated Adviser and Broker Tel: +44 (0)20 7220
1666
Chris Hardie
Lydia Zychowska
Notes to editors:
On 14 June 2017, Watchstone was served with High Court
proceedings issued by S&G for breach of warranty and/or
fraudulent misrepresentation for a total amount of up to GBP637m
plus interest in damages in respect of the disposal of the PSD in
2015. Watchstone denies any misrepresentation in the strongest
terms and remains satisfied that neither the warranty claim nor the
misrepresentation claim have merit and will defend such claims
robustly.
This information is provided by RNS, the news service of the
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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