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RNS Number : 1537P
W&G Investments PLC
27 September 2013
W&G INVESTMENTS PLC
Termination of offer talks
On 27 September 2013, the board of directors of W&G
Investments PLC (the "Company") was informed by the board of
directors of The Royal Bank of Scotland Group plc ("RBSG") that
RBSG has conclusively terminated discussions with the Company in
respect of the potential acquisition of certain assets and
liabilities relating to the Rainbow branches that are currently
held by RBSG (the "Potential Acquisition") following the submission
to RBSG of an updated proposal. Defined terms in this announcement
shall have the same meaning as those set out in the Company's
admission document dated 15 August 2013 ("Admission Document").
The final and improved proposal that the Company put to RBSG
with respect to the Potential Acquisition comprised GBP1.1 billion
in cash up front, GBP250 million of warrants with a return on
equity strike threshold of 12.5% and additional value that may have
accrued to RBSG by reference to the performance of the Rainbow
business between the Signing Date and the Completion Date. The
total consideration, including any additional value that would
accrue to RBSG, would have amounted to up to GBP1.75 billion.
As set out in its Admission Document, the Potential Acquisition
had already been identified and would constitute a reverse takeover
for the purposes of the AIM Rules and, consequently, trading in the
Company's Ordinary Shares was suspended on Admission. As the
Company is no longer pursuing the Potential Acquisition, trading in
its Ordinary Shares on AIM will shortly commence.
In the Admission Document the Company stated that if, within 6
months of Admission, for any reason the Company chose not or was
not in a position to pursue the Potential Acquisition, the Company
intended to return any remaining cash (after payment of all of its
expenses) to its Shareholders by the most efficient route, seek
cancellation of the Ordinary Shares from AIM and apply for a
voluntary members' liquidation. Further announcements in this
regard will be made when appropriate.
Andrew Higginson, Chairman of the Company, said: "We are
disappointed that our final proposal was not accepted by the Board
of RBS as we believed it offered full and fair value for the assets
on offer and would have provided certain value to RBS shareholders.
Nonetheless, I would like to thank all our investors for backing
our offer and providing us with the financial support that brought
us this far. We now intend to return the remaining cash in W&G
Investments to investors with the minimum of delay. We estimate
this to be approximately GBP10m."
Contacts:
W&G Investments PLC +44 (0) 1992 644 909
Andrew Higginson (Non-Executive Chairman)
Canaccord Genuity Limited +44 (0) 20 7523 8350
Charles Williams (Advisory)
Bruce Garrow (Corporate Broking)
Peter Stewart (Corporate Broking)
Baden Hill +44 (0) 20 7448 4719
Matthew Wakefield
Maitland (PR advisers) +44 (0) 20 7379 5151
Neil Bennett
Andy Donald
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser and nominated adviser to the Company and will not
be acting for any other person or otherwise be responsible to any
person for providing the protections afforded to clients of
Canaccord Genuity Limited.
Baden Hill, which is a trading name of Fiske plc, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority and is a member of the London Stock Exchange, is
acting exclusively for the Company and will not be acting for any
other person or otherwise be responsible to any person for
providing the protections afforded to clients of Baden Hill.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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