TIDMWGI
RNS Number : 0650M
W&G Investments PLC
20 August 2013
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, SOUTH AFRICA, AUSTRALIA, CANADA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL.
For immediate release
20 August 2013
W&G Investments PLC
Admission to AIM
W&G Investments PLC ("W&G Investments" or the "Company")
is pleased to announce the admission of its shares to the AIM
market of the London Stock Exchange ("Admission") today. The shares
will be quoted under the ticker symbol "WGI".
W&G Investments placed 15 million new ordinary shares with a
group of predominantly UK institutional investors, at a price of
100p per share, implying a market capitalisation on Admission of
GBP15 million. The nominated adviser, financial adviser and joint
bookrunner is Canaccord Genuity Limited, with Baden Hill* acting as
joint bookrunner.
W&G Investments is a newly formed company whose sole purpose
is to evaluate and, if its directors determine that it is in the
Company's best interests, to seek to acquire certain assets and
liabilities that are currently held by The Royal Bank of Scotland
Group plc and its subsidiaries ("RBSG"). The assets and liabilities
subject to the potential acquisition, commonly known as the
"Rainbow Assets", remain to be agreed between the Company and RBSG
but are currently anticipated by RBSG to have a net tangible book
value of approximately GBP1.55 billion at completion.
The gross proceeds raised through the placing of the ordinary
shares will be used to finance: (i) payment of the Company's
accrued costs; (ii) the further due diligence costs on the Rainbow
Assets; (iii) should the Directors determine that it is in the best
interests of the Company to pursue the potential acquisition, the
negotiation and agreement, if possible, of heads of terms and other
documentation related to the potential acquisition with RBSG (at
which stage the Company intends to seek admission of the ordinary
shares to the standard segment of the Official List and to trading
on the London Stock Exchange's main market for listed securities,
and the ordinary shares would be cancelled from AIM); and (iv) any
other costs and expenses to be incurred in connection with the
potential acquisition.
As discussed further below, if the Company does not acquire the
Rainbow Assets for any reason, the Company intends to return any
remaining cash (after payment of all of its expenses) to its
shareholders by the most efficient route, seek the cancellation of
the shares from AIM and apply for a voluntary members'
liquidation.
As the potential acquisition has already been identified by the
Company and would constitute a reverse takeover under the AIM Rules
for Companies, the Company's ordinary shares have, with effect from
Admission, been suspended from trading until the publication of a
re-admission document in connection with the potential acquisition
of the Rainbow Assets. In accordance with the AIM Rules, if the
ordinary shares remain suspended from trading on AIM six months
from the date of Admission, they may be cancelled from admission to
AIM. Furthermore, given that the potential acquisition would
constitute a reverse takeover under the AIM Rules for Companies, it
would be conditional (among other things) upon approval by the
Company's shareholders.
Andrew Higginson, Non-Executive Chairman of W&G Investments,
said:
"We are delighted to have completed the admission of W&G
Investments to AIM, which provides us with the funding needed to
continue to evaluate the potential acquisition of the Rainbow
Assets. We believe that the relevant experience of our Board and
the backing of a broad range of institutional investors amount to a
compelling proposition for RBSG to divest these assets.
As well as helping RBSG to divest the Rainbow assets in
accordance with the EC's requirements, we believe that our approach
will enable the creation of a strong challenger bank which will
focus on delivering excellent products and service to both
corporate and retail customers."
*Baden Hill is a trading name of Fiske plc which is authorised
and regulated by the Financial Conduct Authority and is a member of
the London Stock Exchange
Contacts:
+44 (0) 1992 644
W&G Investments PLC 909
Andrew Higginson (Non-Executive Chairman)
+44 (0) 20 7523
Canaccord Genuity Limited 8350
Charles Williams (Advisory)
Bruce Garrow (Corporate Broking)
Peter Stewart (Corporate Broking)
+44 (0) 20 7448
Baden Hill 4719
Matthew Wakefield
+44 (0) 20 7379
Maitland (PR advisers) 5151
Neil Bennett
Andy Donald
Notes to Editors
Background and the key characteristics of the potential
acquisition
Given the significant upheaval in the retail banking market,
caused primarily by the financial crisis, the Company's directors
believe that there is demand for a new challenger bank in the UK
(which has immediate scale rather than having to be grown
organically over time). The Company's directors believe that the
assets comprising the potential acquisition, which the directors
expect will include a trusted heritage brand in the UK banking
industry in Williams & Glyn's, represent an opportunity to
create a challenger bank in the UK.
The Company's directors have been in non-exclusive discussions
with RBSG, which are still ongoing, in relation to the potential
acquisition since early 2013. The Company has previously made a
non-binding proposal (subject to the satisfaction of a number of
conditions) in relation to the potential acquisition. The Board
understands that RBSG is also in discussions with other potential
interested parties.
The Company commenced an initial period of due diligence on the
Rainbow Assets on a competitive, non-exclusive, basis in June 2013.
At the conclusion of this initial period of due diligence the
Company will evaluate the result of the due diligence exercise and,
should the Company's directors determine that it is in the best
interests of the Company to pursue the potential acquisition, the
Company intends to update its proposal and negotiate and agree (if
possible) heads of terms and acquisition documents with RBSG in
relation to the acquisition of the Rainbow Assets.
If, in each case within six months of Admission, either: (i) the
Company elects not to pursue the potential acquisition; (ii) RBSG
elects not to sell the Rainbow Assets subject to the potential
acquisition; (iii) the Company does not reach agreement with RBSG
on the terms of the potential acquisition; or (iv) the potential
acquisition is not completed for any other reason, the Company
intends to return any remaining cash (after payment of all of its
expenses) to its shareholders by the most efficient route, seek the
cancellation of its ordinary shares from AIM and apply for a
voluntary members' liquidation. Despite this, it is possible that
all of the placing proceeds from this placing may be spent by the
Company in the course of pursuing the potential acquisition.
The directors
Mr Andrew Higginson - age 56, Non-Executive Chairman
Andrew was an Executive Director of Tesco PLC for 15 years
comprising 11 years as Group Finance and Strategy Director and 4
years as Chief Executive of Retailing Services. He was Director of
Tesco Bank for 14 years and Chairman from 2004 to 2012, and as such
was responsible for the acquisition of RBSG's stake in Tesco Bank
in 2008. Andrew is experienced in retail banking and was
instrumental in building Tesco PLC's banking business and brand.
His current non-executive roles include BSky B, N Brown and
Poundland.
Mr Shaun Doherty - age 55, Executive Director
Shaun has 35 years of experience in financial services across
the life and pensions, banking and general insurance sectors. At
Standard Life, he led its IT and Customer Service divisions before
moving to HBOS to become Retail Bank Operations Director. More
recently, he was Chief Operating Officer of Tesco Bank, overseeing
the migration of the Tesco Bank business from RBSG.
Mr John McGuire - age 65, Non-Executive Director
John has over 40 years' experience in the banking and financial
services industry, 20 of which were as a senior executive of RBSG.
In particular, he was responsible for managing certain of the
'Williams & Glyn's' businesses (which the directors of the
Company anticipate will be included in the potential acquisition)
when he was Managing Director/ Chairman of Corporate and Commercial
Banking for both the RBS and NatWest brands in the North of England
and the Midlands, and Deputy Managing Director for the whole of the
UK.
Mr John Reed - age 53, Non-Executive Director
John has 35 years of experience in banking and financial
services, 20 of which have been at board level both in the UK and
overseas across the retail, corporate and private banking sectors.
He was previously Chief Executive Officer of Arbuthnot Latham,
where he helped to rebuild its private banking brand, prior to
which he spent 14 years at Hambros Bank Ltd, where he was Chief
Executive Officer of the Corporate Banking division then, following
its acquisition by Société Générale, Group Head of Risk and then
Group Chief Operating Officer. He was also a non-executive director
of Tesco Bank during its separation from RBSG.
IMPORTANT NOTICE
This announcement does not constitute an admission document
relating to the Company and does not constitute, or form part of,
any offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for, any shares in the Company
in any jurisdiction nor shall it, or any part of it, or the fact of
its distribution, form the basis of, or be relied on in connection
with or act as any inducement to enter into, any contract
therefor.
Recipients of this announcement who are considering acquiring
shares following publication of the admission document are reminded
that any such acquisition must be made only on the basis of the
information contained in the admission document which may be
different from the information contained in this announcement.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser, nominated adviser, broker and joint bookrunner
to the Company in connection with the placing and Admission 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 or for advising any other person on the
contents of this announcement or the placing and Admission.
Canaccord Genuity Limited's responsibilities as the Company's
nominated adviser and broker under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director of the Company or to any
other person in respect of such person's decision to acquire shares
in the Company in reliance on any part of this announcement or the
admission document. No representation or warranty, express or
implied, is made by Canaccord Genuity Limited as to any of the
contents of this announcement or the admission document (without
limiting the statutory rights of any person to whom this
announcement is issued).
Baden Hill 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
as joint bookrunner to the Company in connection with the placing
and Admission 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 or for advising any
other person on the contents of this announcement, the admission
document or the placing and Admission.
The shares have not been, nor will they be, registered under the
US Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan, or South Africa .
Subject to certain exceptions, the shares may not be offered or
sold in the United States, Australia, Canada, Japan or South Africa
or to or for the account or benefit of any national, resident or
citizen of Australia, Canada, Japan or South Africa or any person
located in the United States. The offer of the shares and the
distribution of this announcement in other jurisdictions may be
restricted by law and the persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's financial position, business strategy, plans and
objectives of management for future operations (including
development plans and objectives relating to the Company's
evaluation of the potential acquisition) are forward-looking
statements.
Forward-looking statements are subject to risks and
uncertainties and accordingly the Company's actual future financial
results and operational performance may differ materially from the
results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the formal admission document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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