Kingswood H. Regulatory News (KWG)

European Wealth Group Limited

("EWG", the "Company" or the "Group")

Update on Admission, Result of Open Offer and Total Voting Rights

European Wealth Group Limited (AIM: EWG, EWGL), the integrated wealth management group, is pleased to announce that Kingswood and Astoria have waived the outstanding condition of the Subscription and Underwriting Agreement. The outstanding condition related to a disputed invoice from a third party claiming an introductory fee in relation to the Fundraising. The Board intends to contest the invoice vigorously.

It is expected that Admission will become effective, and that dealings on AIM will commence at 8.00 a.m. on 27 July 2017.

Revised terms of the Fundraising

In addition to waiving the outstanding condition, Kingswood and Astoria have also agreed to vary the Subscription and Underwriting Agreement, as set out below:

· Kingswood are now subscribing for 34,318,236 Subscription Shares and Astoria are now subscribing for 13,685,344 Subscription Shares. The aggregate number of Subscription Shares remains at 48,003,580, however, Kingswood and Astoria were previously both subscribing for 24,001,790 Subscription Shares. Kingswood and Astoria are still both subscribing for half of the Remaining Shares;

· Kingswood has the right to nominate two directors to the Board whilst it holds more than 17.5% (previously 20%) of the Company's issued share capital and Astoria has the right to nominate one director whilst it holds more than 17.5% (previously 20%) of the Company's issued share capital;

· an additional project fee of £90,000 is payable by the Company to Kingswood. In addition, the Company has incurred certain additional fees (including legal fees) in connection with the Fundraising. The total costs and expenses payable by the Company are therefore now estimated to amount to approximately £0.61 million (excluding Value Added Tax). The net proceeds of the Fundraising are expected to be approximately £8.65 million.

Interests of Kingswood and Astoria following Admission

Following Admission, Kingswood will hold 39,772,165 New Ordinary Shares, representing approximately 39.99 per cent of the Enlarged Share Capital and Astoria will hold 19,139,272 New Ordinary Shares, representing approximately 19.24 per cent of the Enlarged Share Capital.

Result of Open Offer

The Company also issues a correction to the result of Open Offer made on 19 July 2017. The Company confirms that it has received applications for 11,923,078 New Ordinary Shares pursuant to the Open Offer. 6,645,049 of these applications were in respect of Shareholders' Basic Entitlement and 5,278,029 were in respect of the Excess Application Facility. In addition, the Company received applications from employees for 1,170,855 New Ordinary Shares. In total, 13,093,933 New Ordinary Shares were subscribed for under the Open Offer and Employee Offer, representing 54.6 per cent. of the 24,001,790 shares available thereunder.

The remaining 10,907,857 New Ordinary Shares have been taken up by Astoria and Kingswood as detailed above, in accordance with the terms of the Subscription and Underwriting Agreement.

Directors' Interests

Following Admission, the interests of the Directors will be as follows:

Settlement and dealings

Application has been made to the London Stock Exchange for the New Ordinary Shares pursuant to the Fundraising and Debt Conversion to be admitted to trading on AIM. The New Ordinary Shares will rank pari passu in all respects with the Company's Existing Ordinary Shares. It is expected that Admission will become effective, and that dealings on AIM will commence at 8.00 a.m. on 27 July 2017.

Total Voting Rights

The Company also announces that the number of shares in issue announced on 27 February 2017 should have been 26,668,656 Ordinary Shares. For the avoidance of doubt, the correct figure was used in the Circular and the resultant total voting rights set out below are calculated from this number.

In accordance with the Financial Conduct Authority's (FCA) Disclosure and Transparency Rules, the Company hereby announces that following Admission it will have 99,455,276 Ordinary Shares in issue, none of which are held in Treasury. Therefore, the total number of voting rights in the Company is 99,455,276.

The above figure of 99,455,276 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Buzz West, Chairman of EWG, commented,

"I would like to take this opportunity to express my gratitude to all who have helped us reach this latest milestone in the Group's development through their support and uptake of the Open Offer.

With the Group's funding now on a much more secure footing, I believe that existing and new shareholders can look forward with renewed confidence in the future success of EWG."

Capitalised terms used in this announcement shall have the meaning ascribed to them in the shareholder circular published on 26 June 2017 unless the context otherwise requires.

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