Investment, appointments, subscription and EGM

For immediate release: 0700hrs 30 April 2012

KINGSWALK INVESTMENTS LIMITED

("Kingswalk" or "the Company")

Investment in European Wealth Management Group Plc,

Appointment of Directors, Subscription and Notice of EGM

Introduction

Kingswalk is pleased to announce that, in line with its investment policy which allows the Company to invest in a broad range of listed and unlisted businesses, it has today acquired a 33.33% stake in European Wealth Management Group plc ("European Wealth") through the issue of 92,000,000 new Ordinary Shares.

The Company has appointed two new non-executive directors to the board of Kingswalk, Kishore Gopaul and Roderick Gentry, with immediate effect. Both Mr Gopaul and Mr Gentry are currently directors of European Wealth.

The Company is also pleased to announce that it has raised £700,000 at a subscription price of 0.75 pence per subscription share (before expenses) and the issuance of 93,333,333 New Ordinary Shares. The Subscription is conditional upon the approval of resolutions set out in the Notice of Extraordinary General Meeting contained in a Circular that is today being sent to Shareholders ("Circular"). Further details are set out below.

The Resolutions set out in the Circular include the approval of changes to the Company's Articles of Incorporation, a Share Capital Reorganisation and the approval of directors' appointments. A full copy of the Circular and this announcement are available on the Company's website at www.kingswalkinvestments.com.

The Extraordinary General Meeting of the Company will be held at the Company's registered office, Roseneath, The Grange, St Peter Port, Guernsey GY1 3SJ on 14 May 2012 at 1:00 p.m. (London time).

Defined Terms are set out at the end of this announcement.

Investment in European Wealth

European Wealth is a fast growing private wealth management business with headquarters in London and offices in Brighton, Cheltenham, and Maidstone. Through its operating subsidiaries, which are authorised and regulated by the Financial Services Authority, European Wealth provides investment management and financial planning services and has assets under management of approximately £155 million. It is anticipated that this figure will increase substantially via acquisitions, a number of which are currently under consideration, and organic growth. European Wealth seeks to provide a highly personal service to its clients while building a scalable and recognisable brand and capitalising on back office synergies and cost savings.

European Wealth was founded in 2010. The founding shareholders include George Robb, Roderick Gentry, John Morton and Courvoisier. George Robb, European Wealth's non-executive chairman, was a founding shareholder and later chairman of Aberdeen Asset Management Plc and the former managing director of Asset Management Investment Company Plc. Roderick Gentry, who is the CEO of European Wealth, was formerly CEO of Ashcourt Holdings Limited, a subsidiary of Syndicate Asset Management plc (now Ashcourt Rowan Plc), with funds under management of over £1.5 billion. As CEO of European Wealth he oversees the investment, commercial and operational activities of the company and is chairman of the company's investment management committee and operating subsidiaries. John Morton, who is a consultant to European Wealth, was a former CEO of Syndicate Asset Management plc which grew to over £5 billion of assets under management. Courvoisier is a Swiss private wealth management company headquartered in Geneva.

Since incorporation, European Wealth has completed two acquisitions. The first acquisition was of Mathews Smith (Financial Consultants) Limited ('Mathews Smith'), a Maidstone-based independent financial adviser in March 2011 and the second was of the funds under management and the staff of Aventus Capital Management ("Aventus"), a Cheltenham-based investment management business previously owned by law firm Rickerbys LLP, in January 2012. European Wealth has identified a number of further acquisition targets and is currently in discussions with these targets. 

For the financial year ended 31 December 2011, European Wealth made a loss of £1,001,937. However, this does not reflect any contribution from the acquisition of the funds under management and the staff of Aventus, nor the full year financial contribution of Mathews Smith. The board of European Wealth is of the opinion that the acquisitions of Mathews Smith and Aventus will significantly enhance the financial performance of European Wealth.

The Directors of Kingswalk anticipate significant capital appreciation from its shareholding in European Wealth and, in due course, receiving dividends from European Wealth.

Consideration for the Investment is through the issue of the Consideration Shares, authorities for which were given at the Annual General Meeting of the Company held on 29 June 2011. The aggregate value of the Consideration Shares based upon the average closing mid-market price of 0.78 pence per Ordinary Share for the 30 days to 27 April 2012, being the last day prior to the date of this announcement, is approximately £717,000.

Following the issue of the Consideration Shares, the Company's issued ordinary share capital will comprise 185,171,673 ordinary shares of 1 penny each. The Consideration Shares represent approximately 49.7 per cent. of the Company's issued ordinary share capital. All of the Company's ordinary shares carry voting rights and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Services Authority's Disclosure and Transparency Rules.

Application for the admission of the Consideration Shares to trading on the AIM market of the London Stock Exchange is being made and trading in the Consideration Shares is expected to commence on 4 May 2012.

Following the issue of the Consideration Shares, the Company has received the following disclosures in respect of significant shareholders in the Company:

* a trust of which Tim Revill is a potential beneficiary

Obligations under Rule 9 of the Takeover Code ("the Code")

Under Rule 9 of the Code, where any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares already held by him and an interest in shares held or acquired by persons acting in concert with him) carry 30 per cent. or more of the voting rights of a company which is subject to the Code, that person is normally required to make a general offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights in that company to acquire the balance of their interests in the company.

Under these obligations, the independent shareholders of European Wealth holding more than 50% of the shares capable of being voted upon in European Wealth, confirm that they have sought and obtained a waiver from the Panel on Takeovers. These same independent shareholders of European Wealth confirm that they would vote in favour of a Whitewash Resolution to waive the obligation for the Company to make a Rule 9 offer were one to be put to the independent shareholders of the European Wealth at a general meeting.

On the above basis, the Panel has granted a waiver from the requirement for Kingswalk to make a Rule 9 offer to the shareholders of European Wealth.

Appointment of Directors

Kishore Gopaul (who represents Courvoisier's shareholding in European Wealth) and Roderick Gentry, both directors of European Wealth, have joined the board of the Company with immediate effect. 

Kishore Gopaul has over 32 years' experience in international finance and investment. He is the Vice Chairman and Managing Partner of Courvoisier, having previously held executive roles at Citibank. Kishore is also Vice Chairman of CNG Participations & Gestion, Vice Chairman of Courvoisier Capital, and Chairman of Merchant Bridge (Switzerland).

In accordance with Schedule two paragraph (g) of the AIM Rules, the Company announces the following information in respect of Kishore Gopaul's and Roderick Gentry's current and past directorships.

Kishore Kumar Gopaul (59) is currently a director of the following companies:

- Courvoisier Capital SA;

- Courvoisier Holding Financiere SA;

- Courvoisier & Associés SA;

- CNG Participations & Gestion SA;

- Rolamgold Limited;

- MerchantBridge (Switzerland) SA;

- HYSQIA Cosmetics Sarl;

- Centre Suisse de Prevention du Viellissement SA;

- Nescens SA;

- Attwoods Residential Care Home Limited;

- European Wealth Management Group Plc; and

- European Investment Management Limited;

- Swiss Cosmetic Partners SA; and

- Rolamgold Limited.

Roderick Gentry (53) is currently a director of the following companies:

- European Wealth Management Group Plc;

- European Investment Management Limited;

- European Financial Planning Limited;

- European Financial Planning Consultants Limited;

- EIM Nominees Limited; and

- Matthews Smith (Financial Consultants) Ltd

Roderick Gentry was a director of the following companies during the past 5 years:

- Ashcourt Holdings Limited

- Ashcourt Asset Management Limited;

- Ashcourt Financial Planning Limited;

- Ashcourt Administration Limited;

- Association of Solicitors & Investment Managers;

- Care Fee Solution Limited;

- Independent Financial Solutions (Consultancy) Limited;

- Independent Financial Solutions Group Limited;

- MGC Group Limited;

- MGC Asset Management Limited;

- MGC Financial Planning Limited;

- PO Nominees Limited*;

- Syndicate Administration Limited;

- Syndicate Asset Management Limited;

* PO Nominees Limited is in the process of being wound up. Roderick Gentry was a director of PO Nominees between 29 August 2008 and 30 October 2009.

Save for the disclosures above and elsewhere in this announcement, there are no further disclosures to be made in accordance with Rule 17 and Schedule 2(g) of the AIM Rules in relation to Kishore Gopaul and Roderick Gentry.

Issue of Equity - Subscription and Loan Conversion

The Company is also pleased to announce that, pursuant to a private subscription, it has conditionally raised £700,000 (before expenses) through the issue of 93,333,333 Subscription Shares at the Subscription Price of 0.75 pence per Subscription Share. Subscribers for the Subscription Shares include directors and staff of European Wealth. The Subscription monies will be used primarily to provide additional working capital for European Wealth and to strengthen its balance sheet.

The Subscription Price of 0.75 pence represents a discount of 3.8 per cent. to the average closing mid-market price of 0.78 pence per Ordinary Share for the 30 days to 27 April 2012, being the last day prior to the date of this announcement.

Kingswalk has conditionally agreed to issue 3,200,000 New Ordinary Shares at a price of 0.75p per Conversion Share in satisfaction of a £24,000 debt owed by the Company.

The issue of the Subscription Shares and the Conversion Shares require approval by the Company's shareholders at an Extraordinary General Meeting of the Company. Application for the admission of the Subscription Shares and the Conversion Shares to trading on AIM is being made and trading in the Subscription Shares and the Conversion Shares is expected to commence on 15 May 2012. Following the issue of the Subscription Shares and the Conversion Shares, the Company will have 281,705,006 New Ordinary Shares in issue.

Related Party Transaction

Under AIM Rule 13, the Related Party Transactions, which is to say the subscriptions shown below, are conditional upon the approval of the Independent Directors of the Company. The Independent Directors have given careful consideration in order to determine whether the proposed subscriptions set out below are fair and reasonable for the Company's shareholders as a whole. Having discussed these matters with Daniel Stewart, the Company's nominated adviser, the Independent Directors believe that the related party subscriptions are indeed fair and reasonable for shareholders as a whole. They are subject to the passing of the requisite Extraordinary General Meeting resolutions as outlined below:

- Hearth Investments Limited ("Hearth"), a trust of which Tim Revill, a director of the Company, is a potential beneficiary, and holder of 12,500,000 Ordinary Shares, is subscribing for 17,333,333 Subscription Shares pursuant to the Subscription, and thus Hearth's shareholding will increase to 29,833,333 New Ordinary Shares, representing approximately 10.6 per cent. of the Enlarged Share Capital;

- Courvoisier, a company of which Kishore Gopaul, a non-executive director of the Company, is a director, and holder of 43,166,762 Ordinary Shares, is subscribing for 17,333,333 Subscription Shares pursuant to the Subscription, and thus Courvoisier's shareholding will increase to 60,500,095 New Ordinary Shares, representing approximately 21.5 per cent. of the Enlarged Share Capital; and

- Roderick Gentry, a non-executive director of the Company, and holder of 21,311,858 Ordinary Shares, is subscribing for 8,000,000 Subscription Shares pursuant to the Subscription, and thus Roderick Gentry's shareholding will increase to 29,311,858 New Ordinary Shares, representing approximately 10.4 per cent. of the Enlarged Share Capital.

Proposals

In order to effect the Proposals, the following resolutions must be approved by Shareholders at the Company's Extraordinary Meeting, notice of which is contained in the Circular. Resolution 1 will be proposed as a special resolution and Resolutions 2, 3, 4, 5 and 6 will be proposed as ordinary resolutions.

Resolution 1: Amendments to the Company's Articles of Incorporation

In order to give effect to the Share Capital Reorganisation the Articles of Incorporation of the Company must be amended to create the rights attaching to the New Ordinary Shares and the Deferred Shares (as further described below). Resolution 1 shall have no effect unless Resolution 2 is also passed.

Resolution 2: Share Capital Reorganisation

As the Subscription Price is less than the current nominal value of the Company's Ordinary Shares, it will be necessary to undertake the Share Capital Reorganisation to enable the Subscription and Conversion to proceed. 

The Company currently has -185,171,673 Ordinary Shares of 1p in issue. Resolution 2 to be proposed at the Extraordinary General Meeting proposes that each of the Ordinary Shares of the Company be split into one New Ordinary Share of 0.1p and one Deferred Share of 0.9p.

The New Ordinary Shares will continue to carry the same rights as attached to the Ordinary Shares (save for the reduction in nominal value).

The Deferred Shares will not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up other than the nominal amount paid on such shares. Under the Proposals the Company will have the right to redeem and cancel the Deferred Shares from any Shareholder for a consideration of one penny in aggregate for all that Shareholder's Deferred Shares. As such, the Deferred Shares effectively have no value. Share certificates will not be issued in respect of the Deferred Shares nor will the Deferred Shares be admitted to trading on AIM. Subject to the passing of this proposal, application for the admission of the New Ordinary Shares to trading on AIM will be made and trading in the New Ordinary Shares is expected to commence on 15 May 2012. The Company does not intend to issue replacement share certificates for the change of nominal value of each Ordinary Share. Resolution 2 shall have no effect unless Resolution 1 is also passed.

Resolution 3: Subscription, Conversion and general authority to allot

The Company has secured commitments to conditionally subscribe for 93,333,333 Subscription Shares at the Subscription Price, raising £700,000 before expenses for the Company. The Subscription Shares have been allotted conditionally to persons whose individual holdings will not exceed 29.9% of the Enlarged Share Capital. The Company has also agreed to issue 3,200,000 New Ordinary Shares in settlement of debts of £24,000 owed by the Company.

Subject to the passing of Resolutions 1 and 2, the Directors are seeking to increase their authority pursuant to Article 2.2 of the Company's Articles of Incorporation to allot and issue New Ordinary Shares wholly for cash to up to, (inclusive of Ordinary Shares currently in issue which will be converted to New Ordinary Shares subject to the passing of Resolution 1), in aggregate 500,000,000 New Ordinary Shares, of which up to 400,000,000 New Ordinary Shares may be issued on a non pre-emptive basis, which will be used, in part, to facilitate the Subscription and the Conversion. Further details are set out in the Notice. Resolution 3 shall have no effect unless Resolutions 1 and 2 are also passed.

Following the issue of the Subscription Shares and the Conversion Shares, the major shareholders of the Company will be as detailed in the table below.

*A trust of which Tim Revill is a potential beneficiary.

Resolutions 4, 5 and 6: Approval of Directors' Appointment

Roderick Gentry, Kishore Gopaul and Tim Revill have all been appointed to the board of the Company. It is proposed that the appointments of each of -Roderick Gentry, Kishore Gopaul and Tim Revill as Non-Executive Directors of the Company be approved at the Extraordinary General Meeting.

Roderick Gentry will receive £6,000 per annum for his services under an appointment letter, payable quarterly in arrears, which is terminable on written notice from the board of the Company.

Kishore Gopaul will receive £6,000 per annum for his services under an appointment letter, payable quarterly in arrears, which is terminable on written notice from the board of the Company.

Action to be taken

A Form of Proxy has been sent to shareholders today for use at the Extraordinary General Meeting. Whether or not shareholders intend to be present at the Extraordinary General Meeting, they are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received at the Company's registered office at Roseneath, The Grange, St Peter Port, Guernsey GY1 3SJ, not later than 1:00 p.m. on

 1, being 48 hours before the time appointed for holding the Extraordinary General Meeting. Completion of the Form of Proxy will not preclude shareholders from attending and voting at the Extraordinary General Meeting in person if they so wish.

Irrevocable Commitments

The Company has received irrevocable commitments to vote in favour of the Resolutions from shareholders holding 100,627,849 Ordinary Shares, representing approximately 54.3% of the Company's Ordinary Shares in issue.

Recommendation

The Directors consider the Proposals to be in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend that shareholders vote in favour of the Resolutions.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Further information please contact:

Kingswalk Investments Limited

Paul Everitt: +44 (0)14 8173 2888

Daniel Stewart & Company Plc - Nominated Adviser and Broker

Noelle Greenaway, Director, Corporate Finance: +44 (0)20 7776 6550

Martin Lampshire, Head of Corporate Broking

GTH Communications

Toby Hall: +44 (0)20 3103 3903

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

"Subscription Price" means 0.75p per Subscription Share.