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Press Release

Morgan Lewis Advises Nomad & Broker to European Wealth Group on Reverse Takeover and Readmission to AIM

May 08, 2014

LONDON, 8 May 2014: European Wealth Group Limited (“EWG”), the former investment company previously known as EW Group Limited, was today readmitted to AIM following its acquisition of all remaining shares in wealth management firm European Wealth Management Group Limited (“EWMG”) which EWG did not already own. Following the readmission, EWG will become the holding company for EWMG’s wealth management group under the new name of European Wealth Group Limited.

Under the terms of the acquisition, which constituted a reverse takeover under the AIM Rules, EWG issued new ordinary shares (following a capital reorganisation of EWG which occurred at the same time as the acquisition) and convertible loan stock to shareholders in EWG, with both the new ordinary shares and the convertible loan stock subsequently being admitted to trading on AIM. Given the size (or potential size, should the convertible loan stock be converted) of the holdings in EWG of former EWMG shareholders resulting from the acquisition, a waiver of Rule 9 of the City Code on Takeovers and Mergers was also sought. The transaction did not involve the raising of any new funds by way of a further capital issue. However, by reference to the last market price of EWG’s former ordinary shares, the value of EWG’s issued share capital on re-admission was approximately £7.6 million, together with approximately £5.75 million of convertible loan stock.

Daniel Stewart & Company plc (“Daniel Stewart”) served as the nominated adviser and broker to EWG in relation to the application for re-admission, and as Rule 3 adviser to the independent directors of EWG in relation the Rule 9 waiver.

Morgan Lewis acted as legal adviser to Daniel Stewart. The London team was led by Business and Finance partner Iain Wright, with support from associate Gemma Formby.