RBS.L Regulatory News (RBS)

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 £1.1 billion in cash up front, £250 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 £1.75 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 £10m."

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 BennettAndy 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.