WYG Regulatory News (WYG)

FOR IMMEDIATE RELEASE

27th January 2015

WYG plc ("WYG" or the "Company")

Rule 2.10 Disclosure - Update

This announcement updates the Rule 2.10 announcement released on 26th January 2015 at 7:00 a.m. under RNS Number 0847D and additionally discloses details of WYG's convertible shares.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), WYG confirms that it has 66,985,706 ordinary shares of 0.1 pence each in issue and admitted on the London Stock Exchange under the UK ISIN Code: GB00B5N5WH70.

In addition, the Company has issued 4,540,758 convertible shares of 0.1 pence each; there are no shares held in treasury.

The convertible shares are subject to certain conditions, and have rights of conversion into ordinary shares. The convertible shares have no voting, economic or other rights save in certain circumstances, and are not entitled to participate in a return of capital or assets. The convertible shares are not listed on AIM or any other investment exchange. The holder is entitled to convert the convertible shares into ordinary shares at any time provided that:

· The Company's volume weighted average ordinary share price rises above £1.50 for a period of at least 25 consecutive trading days between the second and tenth anniversary following the placing in July 2011, or

· An offer is made to acquire the entire issued share capital of the Company which becomes unconditional in all respects (or, if conducted by way of a scheme of arrangement, such scheme of arrangement becomes effective), or

· The ordinary shares cease to be listed either on AIM or the main market of the London Stock Exchange.

The convertible shares have been recorded as equity as the holders do not have an unconditional right to require their redemption.

The figure of 66,985,706 ordinary shares 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 in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules and the Code's Opening Position Disclosure and Dealing Disclosure requirements.

For further information please visit http://www.wyg.com or contact the following:

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

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