The Deal: W&G Makes $2.4B Offer For RBS Bank Branches

By Jonathan Braude in London

NEW YORK ( The Deal) -- Would-be banking entrant W&G Investments ( UK: WGI) went public on the London Stock Exchange Aug. 20, raising the first 15 million pounds ($23.5 million) of capital towards a planned 1.55 billion pound takeover bid for 315 branches of the Royal Bank of Scotland.

The investment company's beginnings were modest. W&G listed on the Alternative Investment Market, or AIM, the LSE's junior market, with financial advice from Canaccord Genuity and with Canaccord and Fiske, operating as Baden Hill, acting as joint bookrunners.

It then immediately asked that shares be suspended from trading, in line with AIM rules regarding reverse takeovers, because its ambitions are huge.

The initial fund-raising will be used solely for due diligence and other expenses incurred in bidding for RBS's so-called Rainbow Assets, a not-yet-fully carved out business which the seller is being forced to divest in return for European Union acceptance of its government bail-out five years ago.

If no agreement is reached and no formal bid is made within six months, W&G promised that any remaining cash would be returned to investors, and the AIM shares cancelled.

However, if W&G wins the bidding against two rival offers from private equity consortia, the RBS assets will be reversed into the listed cash shell, enabling the start-up to acquire a ready-made business and set it up as a challenger to the big retail banks and small business lenders already dominating the domestic U.K. market.

The new bank would operate under the name Williams & Glyn -- one of the many heritage brands that have disappeared from British town squares as the big banks swallowed smaller rivals over the years.

The business, which will be listed on the main board of the LSE once agreement has been reached with RBS, will have assets of 20.5 billion pounds, and 2 million retail and 250,000 small business customers.

The exact assets and liabilities remain to be agreed between W&G -- or its rivals -- and RBS. But W&G said in a statement that it is "currently anticipated to have a net tangible book value of approximately 1.55 billion pounds at completion."

W&G said it has been in non-exclusive discussions with RBS since early 2013 and had already made a non-binding proposal. It will offer 1.1 billion pounds upfront, raised by a placing of new shares, with a further 400 million pounds to come from future profits.

W&G has backing from institutional investors including fund manager Schroders ( UK: SDR), and reportedly also peers such as Threadneedle Asset Management, Aviva ( UK: AV), and F&C Asset Management.

W&G's directors, led by its non-executive chairman and former chairman of the retail banking business of Tesco ( UK:TSCO), Andrew Higginson, have been aggressively suggesting that their structure is superior to that proposed by the two competition private equity consortia.

The rival bidders are a club approach of AnaCap Financial Partners and Blackstone Group ( BX), and another grouping of Corsair Capital and Centerbridge Partners , which is reportedly also backed by the Church of England's investment fund, Standard Life ( UK: SL)\, and a Rothschild investment fund.

The private equity consortia have offered smaller amounts upfront, reportedly 600 million to 800 million pounds in the case of Centerbridge and Corsair, and would float the business at a later date -- possibly as late as 2015 -- when the carve out from RBS is complete.

John Maltby, the former Lloyds Banking Group ( UK: LLOY) executive who heads the Corsair bid, has reportedly said an IPO would ultimately leave the U.K. government, which currently owns 83% of RBS, with more upside than an immediate sale at book value.

RBS, which suffered a big setback in its plans to dispose of the branches after agreed bidder Banco Santander ( BCDRF) scrapped a 1.65 billion pound deal last October, is also contemplating a demerger and initial public offering of Williams Glyn as an alternative to a sale.

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