W&G Investments Joins AIM, Trading Suspended Pending RBoS Asset Deal

LONDON--W&G Investments PLC (WGI.LN), which has been formed for to buy certain retail and corporate banking assets and liabilities currently held by the Royal Bank of Scotland PLC (RBS.LN), said Tuesday its Ordinary shares have started trading on the London Stock Exchange's junior AIM market, and immediately been suspended pending an announcement and publication of an admission document.

MAIN FACTS:

-Shares suspended as any acquisition of the RBoS assets would constitute a reverse takeover under the AIM Rules.

-Assets and liabilities subject to the potential acquisition, commonly known as the "Rainbow Assets", remain to be agreed between the Company and RBoS but are currently anticipated by RBoS to have a net tangible book value of 1.55 billion pounds at completion.

-If the Company does not acquire the Rainbow Assets for any reason, the Company intends to return any remaining net cash to shareholders by the most efficient route, seek the cancellation of the shares from AIM and apply for a voluntary members' liquidation.

-W&G directors have been in non-exclusive discussions with RBoS, which are still ongoing, in relation to the potential acquisition since early 2013.

-Company has previously made a non-binding proposal, subject to the satisfaction of a number of conditions, in relation to the potential acquisition.

-Company started an initial period of due diligence on the Rainbow Assets on a competitive, non-exclusive, basis in June 2013.

-W&G Investments placed 15 million new ordinary shares with a group of predominantly U.K. institutional investors, at 100 pence per share, implying a market capitalization on Admission of GBP15 million.

-Nominated adviser, financial adviser and joint bookrunner is Canaccord Genuity Ltd., with Baden Hill acting as joint bookrunner.

-Write to Ian Walker at [e-mail]

Subscribe to WSJ: http://online.wsj.com?mod=djnwires