THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your Ordinary Shares in Walker Crips Group plc, please send this document, together with the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted into any jurisdiction in which such an act could constitute a violation of the relevant laws in such jurisdiction. If you have sold or otherwise transferred only part of your holding, you should retain these documents.

This document has been prepared in accordance with the Listing Rules made under Part VI of the Financial Services and Markets Act 2000. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction.

WALKER CRIPS GROUP PLC

(Incorporated in England and Wales with company number 01432059)

PROPOSED DISPOSAL OF WALKER CRIPS ASSET MANAGERS LIMITED

(being a class 1 transaction and a related party transaction)

and

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of Walker Crips Group plc which is set out on pages 6 to 14 of this document and recommends you to vote in favour of the Resolution to be proposed at the General Meeting referred to below. You should read the whole of this document and your attention is also drawn to the section headed ''Risk Factors'' which is set out in Part II of this document.

Notice of a General Meeting of Walker Crips Group plc, to be held at 10.00 a.m. on 5 April 2012 at Finsbury Tower, 103-105 Bunhill Row, London EC1Y 8LZ, is set out at the end of this document. The Form of Proxy for use at the General Meeting accompanies this document and, to be valid, should be completed and returned to the Company's registrars, Neville Registrars Limited, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible and, in any event, so as to arrive by no later than 10.00 a.m. on 3 April 2012. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting, should they so wish. If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Company's Registrar (under CREST participant ID 7RA11) by no later than 10.00 a.m. on 3 April 2012.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Walker Crips Group plc and for no one else in relation to the Disposal and is not advising any other person and accordingly will not be responsible to anyone other than Walker Crips Group plc for providing the protections afforded to the customers of Canaccord Genuity Limited or for providing advice in relation to the Disposal or any other matter referred to herein.

IMPORTANT INFORMATION

1. TO VOTE ON THE RESOLUTION

The Form of Proxy for use at the General Meeting accompanies this document and, to be valid, should be completed and returned to the Company's registrars, Neville Registrars Limited, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible and, in any event, so as to arrive by no later than 10.00 a.m. on 3 April 2012. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting, should they so wish.

2. DEFINITIONS

Capitalised terms have the meanings ascribed to them in Part VIII of this document.

3. NO INCORPORATION OF WEBSITE

The content of the Company's website (www.wcgplc.co.uk) does not form part of this document.

4. FORWARD LOOKING STATEMENTS

This document contains a number of forward-looking statements relating to the Company and the Continuing Group with respect to, amongst other things, financial condition; results of operations; economic conditions in which the Company operates and in which the Company will operate; the business of the Company and the Continuing Group; future benefits of the Disposal and the Company's management plans and objectives. The Company considers any statements that are not historical facts as "forward-looking statements".

They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of either the Company or the Continuing Group to differ materially from the information presented in the relevant forward-looking statement. When used in this document the words "estimate", "intend", "believe", "expect", "should" and similar expressions, as they relate to the Company's management, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither the Company, nor any member of its group, its Directors or Sponsor, undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the Listing Rules, the DTRs and other regulations.

5. GENERAL NOTICE

Nothing contained in this document and/or the Form of Proxy is intended to constitute investment, legal, tax, accounting or other professional advice. This document is for your information only and, except as explicitly stated otherwise, nothing in this document is intended to endorse or recommend a particular course of action. You should consult your legal adviser, financial adviser or tax adviser for advice.

		Page
	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
	DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	5
PART I	LETTER FROM THE CHAIRMAN OF WALKER CRIPS GROUP PLC	6
PART II	RISK FACTORS	15
PART III	FINANCIAL INFORMATION	20
PART IV	PRO FORMA STATEMENT OF NET ASSETS FOR THE CONTINUING GROUP	22
PART V	PRINCIPAL TERMS OF THE SHARE PURCHASE AGREEMENT	26
PART VI	PRINCIPAL TERMS OF THE CONVERTIBLE UNSECURED LOAN STOCK	28
PART VII	ADDITIONAL INFORMATION	30
PART VIII	DEFINITIONS	35
	NOTICE OF GENERAL MEETING	37

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 3 April 2012

Notes:

(1) References to times in this document are to London time unless otherwise stated.
(2) The dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by the Company in which event details of the new dates will be notified to the FSA, London Stock Exchange and, where appropriate, Shareholders.

Liontrust General Meeting 10.00 a.m. on 5 April 2012

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Rodney Fitzgerald (Chief Executive Officer) Sean Lam (Group Managing Director) Stephen Bailey (Investment Director) David Hetherton (Financial Services Director) David Gelber (Non-executive Chairman) Martin Wright (Senior Independent Director) Robert Elliott (Non-executive Director) Lim Hua Min (Non-executive Director)
David Hall
Finsbury Tower 103-105 Bunhill Row London EC1Y 8LZ
Canaccord Genuity Limited Cardinal Place, 7th Floor 80 Victoria Street London SW1E 5JL
Speechly Bircham LLP 6 New Street Square London EC4A 3LX
Baker Tilly Corporate Finance LLP 25 Farringdon Street London EC4A 4AB
Deloitte LLP 2 New Street Square London EC2A 3BZ
Neville Registrars Limited 18 Laurel Lane Halesowen West Midland B63 3DA

PART I

LETTER FROM THE CHAIRMAN OF

WALKER CRIPS GROUP PLC

Registered in England and Wales, with number 01432059

Rodney Fitzgerald (Chief Executive Officer) Finsbury Tower Sean Lam (Group Managing Director) 103-105 Bunhill Row Stephen Bailey (Investment Director) London David Hetherton (Financial Services Director) EC1Y 8LZ David Gelber (Non-executive Chairman) Martin Wright (Senior Independent Director) Robert Elliott (Non-executive Director) Lim Hua Min (Non-executive Director)

Directors: Registered office:

13 March 2012

To Walker Crips Group plc Shareholders and, for information only, to Walker Crips Group plc optionholders

Dear Shareholder

Proposed Disposal of Walker Crips Asset Managers Limited (WCAM) and Notice of General Meeting

1. Introduction

Walker Crips Group plc, the financial services group, announced on 13 March 2012 that it had entered into a conditional share purchase agreement (the SPA) with Liontrust Asset Management plc, the specialist independent fund management group (the Purchaser), relating to the proposed disposal of certain of its fund management activities included in WCAM, its wholly-owned fund management subsidiary. The total consideration receivable by the Company will consist of £6 million in cash, 1,851,719 ordinary shares in the Purchaser which will be admitted to trading on the Official List following Completion, £4 million of convertible unsecured loan stock units convertible into ordinary shares in the Purchaser and an amount equal to the net value of the assets of WCAM at Completion on a pound-for-pound basis (the consideration receivable for the net assets being subject to a cap of £1 million). The Consideration is subject to a potential adjustment depending on the aggregate value of the AuM of the WCAM Funds at Completion. As at 12 March 2012 (being the latest practicable date prior to publication of this document), the value of the aggregate consideration receivable by the Company was approximately £12.3 million. Further information on the consideration receivable is set out in paragraph 5.1 of this Part I.

Due to its size, the Disposal is classified as a Class 1 transaction pursuant to Chapter 10 of the Listing Rules. Additionally, because Stephen Bailey, who is a director of both the Company and WCAM, and Jan Luthman, who is a director of WCAM, each stand to benefit from the Disposal as a result of their participation in the LTIP, the transaction is also classified as a related party transaction for the purposes of Listing Rule 11. Therefore, the Disposal requires, amongst other things, the approval of the Company's Shareholders at the General Meeting. As related parties to the Disposal, neither Stephen Bailey, nor Jan Luthman (together, the WCAM Managers), are able to vote on the Disposal at the General Meeting.

Under the terms of the LTIP awards granted to them, the WCAM Managers would be entitled to, in aggregate, 20 per cent. of the consideration payable in relation to the WCAM business managed by the LTIP participants. However, it has been agreed between the WCAM Managers and the Company that they will forego their entitlements under the LTIP. As part of the Disposal, the WCAM Managers will each enter into separate agreements with the Purchaser on terms that are acceptable to them. Accordingly, the total Consideration due from the Purchaser to the Company takes into account the effective payment to the WCAM Managers which the Company would otherwise have been required to make (excluding employer's National Insurance contributions).

The Disposal is also conditional on the approval of shareholders of the Purchaser, as Liontrust is also a listed entity and the purchase by it of WCAM is classified as a Class 1 acquisition for the purposes of the Listing Rules. The Liontrust General Meeting is expected to take place on 5 April 2012. Prior to the publication of this document, Liontrust had obtained irrevocable undertakings from its board of directors and letters of intent from certain Liontrust Shareholders to vote in favour of their resolutions relating to the purchase of WCAM at the Liontrust General Meeting in respect of 3,572,767 and 11,673,973 shares in the capital of Liontrust, respectively, representing approximately 9.6 per cent. and 31.5 per cent. of Liontrust's issued share capital, respectively. In the event that Liontrust Shareholders do not approve the transaction, the Company will inform Shareholders of how it intends to proceed in such circumstances. Furthermore, the Disposal is conditional upon receipt of approval from the FSA for a change in controller.

This document sets out the background to, and details of, the Disposal and the Resolution to be proposed at the General Meeting and explains why the Board considers the Disposal to be in the best interests of the Company and its Shareholders as a whole. The Board recommends that you vote in favour of the Resolution to approve the Disposal. Because of the conflict in his position, Stephen Bailey did not take part in any board meetings of the Company and did not vote on any related board resolutions relating to the Disposal and neither of the WCAM Managers are able to vote on the Resolution.

The notice of the General Meeting, to be held at 10.00 a.m. on 5 April 2012 at the offices of the Company, Finsbury Tower, 103-105 Bunhill Row, London EC1Y 8LZ, for the purpose of approving the Disposal, is set out at the end of this document. This document contains instructions as to the actions to be taken by Shareholders in relation to the General Meeting.

2. Background to and reasons for the Disposal

Whilst the fund management business undertaken by WCAM has increased AuM significantly since its inception in 2002, such growth has been achieved with modest resource and investment from the wider Group.

Following a strategic review, the Board recognised that in order for WCAM to continue to expand at its current pace within the Group, it would require significantly increased levels of investment in infrastructure, systems and personnel. Accordingly, the Board is now clear that WCAM would be an attractive investment for a larger fund management group and would benefit from access to a specialist fund management infrastructure, specific sales and distribution resource. The Board has therefore concluded that this is the right time to be selling WCAM and crystallising value in the best interests of shareholders and the Company for what it considers to be a full and fair price. The Board also believes that the Disposal proceeds receivable by the Company (i.e. after deducting the LTIP equivalent entitlement of the WCAM Managers) compares favourably with similar transactions. The Board has the full support of the WCAM Managers in connection with the Disposal.

The Company will continue to participate in the future development of WCAM as part of Liontrust through the investment it will receive as part of the Consideration. Following Completion, the Company will have an interest of approximately 4.0 per cent. of Liontrust's issued share capital and potentially, assuming the CULS are converted and held in their entirety, 8.7 per cent. of Liontrust's issued share capital (both on a fully diluted basis which includes the Consideration Shares, the CULS and dilutive options over shares in the capital of Liontrust as at 12 March 2012, being the latest practicable date prior to publication of this document).

Furthermore, the Board believes that the Continuing Group has core pensions wealth management and stockbroking businesses that have significant growth opportunities over the longer term and will benefit from the additional resources arising from the Disposal which will be used primarily to drive the profitable expansion of the Continuing Group's private client and intermediary businesses.

3. Information on WCAM

3.1 Overview of WCAM

WCAM is the fund management division of the Group. It is a wholly-owned subsidiary of London York Fund Managers Limited, itself a wholly-owned subsidiary of G&E Investment Services Limited, which in turn is wholly owned by the Company.

WCAM's principal activity is the management of unit trusts and segregated mandates which are distributed to clients, institutional investors and intermediaries, predominantly in the United Kingdom. WCAM's funds are distributed by its in-house sales team and are also available on various fund platforms.

Since inception in 2002, WCAM has built a significant fund management business in terms of AuM. As at 29 February 2012 (being the latest practicable date prior to publication of this document), the aggregate AuM of the funds and mandates that are managed by the WCAM Managers and subject to the Disposal (the WCAM Funds) was £603.7 million. As at 29 February 2012 (being the latest practicable date prior to publication of this document), the WCAM Funds along with their corresponding values are as shown in the following table:

	Retail	Institutional	Total
	£ million	£ million	£ million
CF Walker Crips UK Equity Income Fund	244.9	–	244.9
CF Walker Crips UK Growth Fund	179.6	–	179.6
CF Walker Crips UK High Alpha Fund	12.6	–	12.6
CF UK Fund	3.9	–	3.9
Institutional segregated accounts	–	162.7	162.7
	–––––––––––	–––––––––––	–––––––––––
	441.0	162.7	603.7
	–––––––––––	–––––––––––	–––––––––––
	–––––––––––	–––––––––––	–––––––––––

Source: WCAM

The management of certain other funds currently within WCAM will remain with the Continuing Group, details of which are set out in paragraph 3.5 below.

3.2 Financial Information

The table below summarises the financial performance of WCAM (including those funds that are not subject to the Disposal) for the three years ended 31 March 2011:

	Financial year ended 31 March
	2009	2010 2011
	£ million	£ million	£ million
Turnover	4.5	3.8	5.0
Profit before tax	1.9	1.7	2.4

Although the majority of AuM in WCAM comprises the WCAM Funds, the difference between the financial information for WCAM and the financial information relating solely to the WCAM Funds is due to a combination of factors including (i) the inclusion in 2009 of investment management revenues from activities un-related to the WCAM Funds which were subsequently transferred to a separate division of the Group in 2010; and (ii) a reduction in management fees of non-WCAM off-shore funds during 2010.

For the three financial years ended 31 March 2011, the total turnover relating to the WCAM Funds was £2.8 million, £2.7 million and £3.6 million, respectively. For the three financial years ended 31 March 2011, the corresponding profit before tax relating solely to the WCAM Funds was £1.5 million, £1.3 million and £1.9 million respectively.

As at 30 September 2011, WCAM had unaudited gross assets of £1.5 million and unaudited net tangible assets of £0.5 million.

During the period since 31 March 2011, WCAM has continued to grow. In the 11 months to 29 February 2012 (being the latest practicable date prior to publication of this document), WCAM had net inflows (excluding the non-WCAM off-shore funds and the CF UK Fund) of £63.6 million, of which £64.1 million related to the WCAM Funds.

The financial information in the table above has been extracted without material adjustment from the financial information contained in Part III of this document and is intended as a summary only. Further financial information on WCAM is set out in to Part III of this document and Shareholders are advised to read the whole of this document and not solely rely on the summary financial information above.

3.3 Management and employees

WCAM's business is managed by the senior management team consisting of Stephen Bailey and Jan Luthman. Mr Bailey and Mr Luthman are supported by three personnel, including the sales and distribution team. Stephen Bailey, who is employed by Walker Crips Group plc, and all the other employees and personnel of WCAM will be transferring to the Purchaser's Group with effect from Completion.

All of the directors of the board of WCAM (being Stephen Bailey, Jan Luthman, David Hetherton, Rodney Fitzgerald, Robert Elliott and David Gelber) and WCAM's company secretary, Phillip Gilfillan, will resign with effect from Completion.

3.4 Track record

Over the years, the WCAM Managers have established a strong, credible and consistent investment performance track record in the products they manage. Each of the CF Walker Crips UK Growth Fund and the CF Walker Crips Equity Income Fund are rated "Citywire Selection" by Citywire, with the CF Walker Crips UK Growth Fund having achieved the accolade in each of the past three years, since the programme was initiated by Citywire. Each of Stephen Bailey and Jan Luthman have been rated "Alpha Managers" by Financial Express/Trustnet for the past four consecutive years, since the programme was initiated by Financial Express/Trustnet. The table below summarises the performance of the WCAM Funds (excluding segregated accounts) ranked by quartile within their respective peer groups over selected time periods to 29 February 2012 (being the latest practicable date prior to publication of this document):

			To 29 February 2012
				Since	Launch
				launch	date or
				or manager	manager
	1 year	3 years	5 years	change	change
CF Walker Crips UK Growth Fund	1	2	1	1	05/03/2002
CF Walker Crips UK Equity Income Fund	3	2	1	1	31/10/2003
CF Walker Crips UK High Alpha Fund	3	3	1	1	27/10/2006
CF UK Fund	1	–	–	1	17/02/2010

Source: Morningstar, bid to bid, net income reinvested basis in UK Sterling terms

The CF Walker Crips UK Equity Income Fund has outperformed the FTSE All Share Index in seven out of the eight calendar years since its launch in 2003. As at 29 February 2012 (being the latest practicable date prior to publication of this document), over the time period in which the CF Walker Crips UK Growth Fund and the CF Walker Crips Equity Income Fund have been under the management of the WCAM Managers, both funds outperformed over 95 per cent. of their peer group competitors.

3.5 Funds remaining with the Continuing Group

As part of the Disposal, investment management of the CF Walker Crips Corporate Bond Fund, CF Walker Crips Select Income Trust and CF Walker Crips Global Growth Trust will remain with the Continuing Group (the Continuing Funds). Save for the CF Walker Crips Corporate Bond Fund which is managed by the WCAM Managers, those funds remaining with the Continuing Group will continue to be managed by the current fund manager who will remain employed by the Continuing Group following Completion.

The principal reason for the Continuing Group to retain investment management of the Continuing Funds is the high level of the Company's clients that are invested in these funds. The Board believes that the Continuing Group has the requisite investment management expertise for the asset classes that the Continuing Funds represent and, in the case of the CF Walker Crips Corporate Bond Fund, will appoint the appropriate investment professionals to continue investment management of this fund following Completion.

Accordingly, under the terms of the SPA, the Purchaser and the Company have agreed that the investment management of the Continuing Funds shall, with effect from Completion, be delegated by WCAM to Walker Crips Stockbrokers Limited, a subsidiary company of the Continuing Group (the Sub-Investment Manager). Following Completion and until such time as the Purchaser has reorganised WCAM within its group, the sub-investment management fees paid to the Sub-Investment Manager shall be equal to the existing investment management fees currently received by WCAM less £5,000 per fund. Upon completion of the Purchaser's re-organisation of WCAM within its group, the Sub-Investment Manager will receive investment management fees on the same basis as were received by WCAM prior to the Disposal.

As at 29 February 2012 (being the latest practicable date prior to publication of this document), the aggregate AuM of the Continuing Funds was £36.7 million.

4. Principal terms of the Disposal

The Purchaser will acquire the majority of WCAM's fund management business, being those funds and mandates noted at paragraph 3.1 above.

In addition, the WCAM Managers and other senior managers and personnel of WCAM will transfer across to the Purchaser.

Completion of the Disposal is subject to, amongst other things:

the passing of the Resolution at the Company's General Meeting;
the approval of Liontrust Shareholders at the Liontrust General Meeting;
receipt of approval from the FSA for a change in controller of WCAM; and
trail arrangements as at the date of the SPA with the Company's existing advisers for monies introduced into the WCAM Funds remaining unchanged at Completion.

The consideration payable by the Purchaser to the Company is £6 million (subject to a subsequent potential adjustment depending on the level of the WCAM Funds at Completion), payable in cash on Completion plus the CULS and the Consideration Shares. The Company will also receive £447,853 for the estimated value of WCAM's net assets as at Completion (subject to an adjustment on a pound-for-pound basis for the actual level of WCAM's net assets at Completion subject to a cap of £1 million).

Further details of these provisions are contained in the summary of the principal terms of the SPA, which is set out in Part V of this document.

5. Consideration receivable, financial effects of the Disposal and use of proceeds

5.1 Consideration receivable

The Consideration that the Company will receive for the Disposal comprises a combination of cash, CULS issued by the Purchaser, the Consideration Shares and the value of WCAM's net assets at Completion on a pound-for-pound basis (the consideration receivable for the net assets being subject to a cap of £1 million). One of the assumptions to the Consideration is that the level of the WCAM Funds at Completion is between £455 million and £685 million. If the level of the WCAM Funds at Completion is greater than £685 million, the Company will receive an additional £0.5 million of consideration in cash. Conversely, if the level of the WCAM Funds at Completion is less than £455 million, the Company must pay the Purchaser £0.5 million. The Consideration will be payable to the Company by Liontrust on or immediately following Completion.

As at 12 March 2012 (being the latest practicable date prior to publication of this document), the value of the aggregate consideration receivable by the Company was approximately £12.3 million.

The Company will receive £6 million in cash on Completion as part of the cash element of the Consideration.

The Consideration Shares receivable as part of the Consideration comprise 1,851,719 ordinary shares in the share capital of Liontrust, which the Company intends to use a source of liquidity for re-investment into the Continuing Group over the long-term. As at 12 March 2012 (being the latest practicable date prior to publication of this document), the Consideration Shares had an aggregate value of £1.9 million. It should be noted that any future sales of the Consideration Shares by the Company will be subject to orderly marketing restrictions pursuant to the terms of an agreement between the Company and Liontrust to be entered into at Completion. Under the terms of this agreement, for a period of 18 months from the date of Completion, the Company will not be able to dispose of any of the Consideration Shares, or ordinary shares in the capital of Liontrust arising from a conversion of the CULS, without effecting such disposal through Liontrust's broker(s) and will have to comply with any reasonable instructions Liontrust require in relation to any such disposal. There are some exceptions to this including (but not limited to) when the Company is interested in less than 3 per cent. of the Purchaser's ordinary share capital.

The Company will also receive, as part of the Consideration, £4 million in CULS issued by Liontrust. The CULS are due for repayment on the fifth anniversary from the date of issue (which will be Completion) or, at the election of the Company, may be converted in whole or in part into new ordinary shares in Liontrust, at a conversion price of 100p per share. Prior to repayment or conversion, the CULS will be subject to interest at the rate of 6 per cent. per annum, payable quarterly.

In addition, the Company will receive in cash an amount linked to the value of WCAM's net assets as at Completion of £447,853, subject to possible adjustment. The Consideration payable in respect of WCAM's net assets will be subject to a cap of £1 million.

5.2 Financial effects of the Disposal

Out of the total consideration receivable by the Company for the sale of WCAM, the gross cash proceeds due at Completion will be approximately £6.4 million including the estimated value of WCAM's net assets at Completion (c.£5.7 million net of costs which include VAT), substantially increasing the Company's net cash position.

An unaudited pro forma statement of consolidated net assets, illustrating the effect of the Disposal on the Continuing Group's net assets as at 30 September 2011 as if the Disposal had been undertaken at that date, is set out in Part IV of this document. This information has been prepared for illustrative purposes only, is based on the unaudited statement of financial position of the Group and from unaudited internal management accounts of WCAM at 30 September 2011 and shows that the Disposal would have had the effect of increasing the Continuing Group's net assets by over £10 million to an estimated £25 million at 30 September 2011.

The Board believes that the effect of the Disposal on the earnings of the Continuing Group will be earnings dilutive in the short term, although the Directors believe there will be the opportunity to further streamline the central costs of the Continuing Group. This statement does not constitute a profit forecast and should not be interpreted to mean that the Continuing Group's earnings per share for the financial year ending 31 March 2012 will necessarily match, or be greater or less than, historical published earnings per share.

5.3 Use of proceeds

Following Completion the Board will, after consultation with the Company's larger Shareholders, consider a range of options for the optimal use of proceeds. These options are expected to include payment of a special dividend and/or reinvestment into the Continuing Group's business to support the ongoing development in the Continuing Group's activities either organically or by way of acquisition to take advantage of the opportunities available.

The Consideration Shares will be used as a source of liquidity for re-investment into the Continuing Group over the longer term, subject to the provisions of the orderly marketing agreement that the Company will enter into with the Purchaser. The Company also intends to treat, in a similar manner, any new ordinary shares issued to it by the Purchaser arising out of conversion, in whole or in part, of the CULS.

6. Principal terms of the CULS

The Company will be issued with £4,000,000 of CULS at Completion. The outstanding CULS will accrue interest at a rate of 6 per cent per annum payable quarterly in arrears in cash. Any outstanding CULS will be automatically redeemed on the fifth anniversary from the date of issue (which will be Completion).

The CULS convert into ordinary shares of 1p each in the capital of Liontrust at 1 such ordinary share for each £1.00 in nominal value of CULS. The CULS will not be subject to an application for listing on any stock exchange but all ordinary shares arising from conversions of the CULS will be subject to an application for admission to trading on the London Stock Exchange. The Company is subject to certain restrictions on the number of CULS which can be converted at any time.

Upon the occurrence of certain events of default, including where Liontrust may, or does, go into administration, the Company may declare that the CULS then outstanding become immediately repayable. Liontrust has also given certain customary covenants in relation to the CULS in favour of the Company. Further information on the CULS is set out in Part VI of this document.

7. Related party transaction

As participants in the LTIP, the WCAM Managers are entitled to a cash payment from the LTIP Payment Pool, amongst other events, in the event of a sale of the shares or assets of WCAM for cash or cash equivalent consideration (defined in the rules of the LTIP as an Exit Event). The LTIP Payment Pool is calculated by reference to a proportion of the cash (or cash equivalent) consideration payable on the relevant Exit Event which relates directly to the value of the parts of the WCAM business managed by the LTIP participants.

Under the terms of the LTIP awards granted to them, the WCAM Managers would be entitled to, in aggregate, 20 per cent. of the cash (or cash equivalent) consideration payable on the relevant Exit Event which relates directly to the value of the parts of the WCAM business managed by the LTIP participants. However, it has been agreed between the WCAM Managers, WCAM and the Company that they will forego their entitlements under the LTIP.

As the WCAM Managers are directors of one or both of the Company and WCAM and stand to benefit financially from the Disposal, they are therefore both related parties. Accordingly, the Disposal constitutes a related party transaction for the purposes of the Listing Rules, as well as being a Class 1 transaction due to its size. The Disposal is therefore conditional upon Shareholder approval at the General Meeting.

As part of the Disposal, the WCAM Managers have each entered into separate agreements with the Purchaser, wholly conditional on Completion, the terms of which include each of the WCAM Managers becoming members of Liontrust Investment Partners LLP (a subsidiary of the Purchaser) with effect from Completion.

The total Consideration due from the Purchaser to the Company takes into account that the Purchaser is, in effect, making the payment to the WCAM Managers which the Company would otherwise have been required to make, excluding employer's National Insurance contributions which the Company would have had to pay had the LTIP not been terminated.

The WCAM Managers will abstain from voting at the General Meeting and have each taken all reasonable steps to ensure that their associates also abstain from voting at the General Meeting. Stephen Bailey will resign from his position as a director of the Company with effect from Completion.

8. Information on Liontrust

Liontrust is an established equity asset management business, whose UK unit trusts, Dublin UCITS3 funds, Cayman Islands domiciled hedge funds, Guernsey domiciled offshore funds and institutional segregated accounts are distributed to clients in the United Kingdom, continental Europe and internationally. Liontrust is incorporated, and has its registered office, in the United Kingdom and its shares have been listed on the Official List (now with a premium listing) and admitted to trading on the London Stock Exchange's main market for listed securities since July 1999.

Liontrust reported consolidated gross profit (revenues) of £9.8 million (2010: £13.1 million) and consolidated loss before tax of £5.1 million (2010: £1.0 million) for the year ended 31 March 2011. Adjusted loss before tax was £1.7 million after adding back expenses for cost reduction and restructuring, depreciation and intangible asset amortisation, severance compensation, expenses related to share incentivisation and the Financial Services Compensation Scheme Interim Levy (2010: adjusted profit before tax of £0.8 million). At that date, Liontrust had consolidated net assets of £15.3 million (2010: £21.4 million). On 14 November 2011, Liontrust reported a consolidated profit before tax of £1.7 million and a corresponding adjusted profit before tax of £22,000 for the six months ended 30 September 2011. More recently, Liontrust issued its interim management statement for the period from 1 October 2011 to 31 December 2011 during which Liontrust experienced net positive inflows of £15 million making it the 6th successive quarter in which it has had positive net sales. Liontrust experienced net positive inflows of £74 million in the financial year to 31 December 2011 and, from 1 January 2012 to 30 January 2012, recorded positive net sales of £15 million.

Process	Offshore Funds (£m)	Institutional (£m)	Retail (£m)	Total (£m)
Cashflow Solution	33.0	406.4	421.8	861.2
Economic Advantage	–	–	549.2	549.2
Asia	13.0	–	–	13.0
Emerging Markets	12.5	–	–	12.5
Indexed	–	–	53.5	53.5
Total	–––––––––––	–––––––––––	–––––––––––	–––––––––––
	58.5	406.4	1,024.5	1,489.4
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
	–––––––––––	–––––––––––	–––––––––––	–––––––––––

As at 29 February 2012, Liontrust had AuM of £1,489.4 million and were broken down by type and process as follows:

Source: Liontrust

9. Current trading and prospects

The following text has been extracted from an interim management statement issued by the Company on 3 February 2012:

"Walker Crips Group Plc ("WCG" or the "Group"), the integrated financial services group, is today issuing an Interim Management Statement covering the period from 1 October 2011 to 31 December 2011 (the "Quarter"). The Quarter is the third in WCG's current financial year.

Trading levels during the Quarter remained weak, continuing the trend reported in the Group's Interim Report, as equity market volumes remained relatively low. Group net revenue for the Quarter decreased by 9.8 per cent. to £3.39 million (Q3 2010: £3.76 million).

WCAM, our asset management subsidiary, increased its core primary unit trust and UK based funds under management ("FUM") by 8.1 per cent. over the Quarter to £612 million at 31 December 2011, with fee revenues correspondingly higher.

However, during the Quarter the last of WCAM's non-core offshore funds (£131 million FUM), which are not managed by our highly-rated managers Stephen Bailey and Jan Luthman, took the strategic decision to move their administration in-house and, correspondingly, overall FUM at 31 December 2011 decreased to £612 million (30 September 2011: £698 million; 31 December 2010: £753 million). These non-core funds contributed less than £66,000 of net fees per quarter.

Non broking income as a proportion of total income over the Quarter was unchanged at 61 per cent. (quarter to 30 September 2011: 61 per cent.; quarter to 31 December 2010: 53 per cent.) as the Group continued to focus on reducing its reliance on volatile commission revenues, which fell by 28.7 per cent. to £1.74 million (2010: £2.24 million) due to more subdued equity markets.

There have been no significant changes to the balance sheet since the half year end on 30 September 2011 and WCG remains in a healthy financial position.

Despite the increase in core FUM and related fee income, the reduction in overall FUM and the continuing difficult trading conditions being experienced generally in the financial sector are likely to result in Group profitability for the year to 31 March 2012 being lower than expectations. However, the WCG Board believes that the Group's diverse product range continues to underpin its profitable resilience to the current challenging environment."

The Directors' expectations for the financial and trading prospects for the Continuing Group, for at least the current financial year, remain unchanged from the date of the interim management statement.

10. Risk factors

Shareholders should consider fully the risk factors associated with the Disposal and the Continuing Group. Your attention is drawn to the risk factors set out in Part II of this document.

11. General Meeting

The notice convening the General Meeting of the Company to be held at 10.00 a.m. on 5 April 2012 at Finsbury Tower, 103-105 Bunhill Row, London EC1Y 8LZ is set out at the end of this document. A Form of Proxy to be used in connection with the General Meeting is enclosed. The purpose of the General Meeting is to seek Shareholders' approval for the Disposal.

12. Action to be taken

You will find enclosed a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy (in accordance with the instructions printed thereon) and return it to the Company's registrars, Neville Registrars Limited, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible and, in any event, so as to arrive by 10.00 a.m. on 3 April 2012. Completion and return of a Form of Proxy will not preclude you from attending the General Meeting and voting in person if you so wish.

13. Irrevocable undertakings and letters of intent

The Company has received irrevocable undertakings from its Board (save for Stephen Bailey) and letters of intent from certain Shareholders to vote in favour of the Resolution in respect of 1,478,831 and 11,452,229 Shares, respectively, representing approximately 4.1 per cent. and 31.5 per cent. of the Company's issued share capital, respectively.

14. Further information

Your attention is drawn to the further information contained in Parts II to VIII of this document.

You are advised to read the whole of this document and not to rely solely on the information or summary information contained in this letter.

15. Recommendation

The Board, which has received advice from Canaccord, considers the Disposal to be fair and reasonable so far as Shareholders as a whole are concerned. In providing its advice, Canaccord has taken into account the Board's commercial assessments of the Disposal.

Further, the Board considers the Disposal to be in the best interests of the Company and the Shareholders taken as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors (save for Stephen Bailey) intend to do in respect of their own beneficial holdings amounting (as at 12 March 2012, being the latest practicable date prior to publication of this document) to an aggregate of 1,478,831 Ordinary Shares, representing approximately 4.1 per cent. of the Company's issued share capital.

Stephen Bailey has taken no part in the Board's consideration of the Disposal. Stephen Bailey and Jan Luthman will not vote on the Resolution and have taken all reasonable steps to ensure that their respective associates will not vote on the Resolution.

Yours sincerely,

David Gelber Chairman

PART II

RISK FACTORS

The Group's business, financial condition and/or results of operations could be materially and adversely affected by any of the risks described below. Shareholders should carefully consider these factors together with all other information contained in this Circular prior to voting on the Disposal.

Additional risks and uncertainties not presently known to the Company, or that the Company currently deems immaterial, may also have an adverse affect on the Continuing Group. The Company considers the following risks to be the most significant for Shareholders to consider and all the material risks known at present time.

SECTION A: RISK FACTORS RELATING TO THE DISPOSAL NOT PROCEEDING

Satisfaction of conditions precedent to completion

The Disposal is subject to satisfaction of conditions precedent to completion which may not be satisfied or waived. Completion of the Disposal is subject to, amongst other things, the following conditions precedent being satisfied which in accordance with the SPA requires:

the passing at a duly convened general meeting of the Company of such resolution(s) as may be necessary to approve, implement and effect the Disposal;
the passing of a duly convened general meeting of Liontrust of such resolution(s) as may be necessary to approve, implement and effect the transactions to which Liontrust is party under the SPA; and
FSA approval for the change in controller of WCAM.

If any of the conditions above are not satisfied, the Disposal will not proceed but the Company will be required to meet certain accrued costs in respect of the aborted Disposal.

Inability to realise value if the Disposal does not complete

The Board is of the opinion that the Disposal is in the best interests of the Shareholders as a whole and the Directors believe that the Disposal currently provides the best opportunity to realise the Group's investment in WCAM. Accordingly, if the Disposal does not complete, the Company's ability to realise value from WCAM in the short term may be prejudiced.

Potentially disruptive effect on the Group

If the Disposal does not proceed, the Company's management and employees may be affected and key management or employees may choose to leave the Group, potentially impacting the performance of WCAM under the Company's ownership. The Company aims to minimise this risk insofar as possible through the appropriate use of employee incentives.

SECTION B: RISKS RELATING TO THE DISPOSAL

The Continuing Group's operations will be less diversified

Following the Disposal, the operations of the Continuing Group will be smaller and its overall financial performance will depend more on the performance of each of its remaining continuing operations. Should any one of its continuing operations underperform, this may have a larger relative impact on the Continuing Group than it would have done prior to the Disposal.

The Disposal will impact upon the Continuing Group's revenue and profit generating profile

Following Completion, the Continuing Group will not benefit from the revenues or profits of WCAM. Any deterioration in the trading performance of the Continuing Group's business could have an adverse effect on its overall operational and financial performance.

Breach of warranties contained in the SPA

The SPA contains certain warranties and indemnities in favour of the Purchaser. The extent to which the Continuing Group will be required in the future to incur costs under any of these warranties or indemnities is not predictable and, if the Continuing Group should incur such costs, these costs could have an adverse effect on its cash flow and financial condition.

Consideration in shares

The consideration which the Company will receive for the Disposal includes, inter alia, the Consideration Shares. The Company will have an interest at Completion of approximately 4.0 per cent. of the total issued share capital of the Purchaser following Completion (on a fully diluted basis which includes the Consideration Shares, the CULS and dilutive options over shares in the capital of Liontrust as at 12 March 2012, being the latest practicable date prior to publication of this document). While the intention is to use this holding as a source of liquidity over the longer-term, there can be no guarantee that the Company will be able to realise value at a price in excess of the share price as at the date such shares were issued to the Company. The market price of the Consideration Shares may go up or down and if the market for the Purchaser's ordinary shares is illiquid, the Company may find it difficult to realise value of its investment by selling any holding or part of holding of the Consideration Shares. Furthermore, the Consideration Shares will be subject to orderly marketing arrangements which will restrict the ability of the Company to freely dispose of its holding, or part of holding of the Consideration Shares.

The market price of the Consideration Shares may be volatile and may be subject to significant fluctuations due to a change in sentiment in the stock market regarding the Purchaser (or securities similar to it) or in response to various factors and events, including, but not limited to, regulatory changes affecting the Purchaser's operations, variations in the Purchaser's operating results, or business development.

Consideration in CULS

The consideration which the Company will receive for the Disposal includes, inter alia, CULS. From Completion, the Company will be a creditor of the Purchaser. As the CULS will be unlisted, there will be no readily available valuation of the security. There can be no guarantee that the carrying value of the CULS will fully reflect any value inherent in their convertibility into the Purchaser's ordinary shares. In addition, the CULS will be illiquid by their very nature and, accordingly, there will be limited opportunities to realise value in the short term other than via their convertibility into ordinary shares of the Purchaser. There can be no guarantee that the market price of the Purchaser's ordinary shares will be above that of the exercise price associated with the CULS and, accordingly, there can be no guarantee of there being an opportunity to realise value through the conversion of the CULS. Furthermore, any ordinary shares in the capital of the Purchaser arising out of any conversion of the CULS may be subject to orderly market arrangements which will restrict the ability of the Company to freely dispose of its holding of such Shares.

The CULS are unsecured obligations of the Purchaser. On a winding-up of the Purchaser, the nominal amount of the CULS will rank ahead of the Purchaser's ordinary shares, but will rank behind any secured creditors of the Purchaser and may be subordinated to the Purchaser's other borrowings and creditors.

The instrument constituting the CULS does not contain any restriction on borrowings by Liontrust (including borrowings ranking ahead of the CULS), the disposal of assets or the creation of charges by the Purchaser or any subsidiary of the Purchaser. The rights and remedies available to the Company may be limited by applicable winding-up, insolvency, re-organisation, moratorium or similar provisions relating to or affecting creditors' rights generally.

SECTION C: RISKS SPECIFIC TO THE GROUP (INCLUDING WCAM) AND (FOLLOWING COMPLETION OF THE DISPOSAL) THE CONTINUING GROUP OPERATING IN THE WEALTH MANAGEMENT AND STOCKBROKING SECTORS

Credit risk exposes the Group to losses caused by financial or other problems experienced by its clients or other third parties

Risks arising from changes in credit quality and the recoverability of amounts due from counterparties are inherent across the Group's business activities. The Group is exposed to the risk that third parties that owe it money, securities or other assets will not perform, or will be unable to perform, their obligations which could adversely affect the Group's results of operations or financial condition. These parties include clients, trading counterparties, clearing agents, exchanges, other financial intermediaries or institutions, who may default on their obligations to the Group due to bankruptcy, lack of liquidity, operational failure, economic or political conditions or other reasons. The occurrence of such events may lead to future impairment charges and write-downs and losses for the Group. In addition, the information that the Group uses to manage its credit risk may be inaccurate or incomplete, leading to an inability on the part of the Group to manage its credit risk effectively.

Price risk

Price risk is the risk that a decline in the value of assets adversely impacts on the profitability of the Group. Such a decline could be caused by an event such as a decline in the levels of local and/or international investment markets. Adverse market conditions would be likely to lead to a decline in the volume and value of stockbroking transactions that the Group executes for its clients as well as a decline in the value of the Group's AuM resulting in a reduction in the level of fees generated and consequently its operating income.

In addition, because the portfolio management fees that the Group charges are in many cases based on the value of those portfolios, adverse market conditions, the market downturn or any other factor that reduces the value of clients' portfolios increases the amount of withdrawals would reduce the Group's revenues and adversely affect its results of operations and prospects.

Investment performance risk

The Group is exposed to investment performance risk. This is the risk that the investment performance of the Group's funds and other products (including those managed by third party sub-advisers) proves to be unsatisfactory, which may cause existing clients to decide to reduce or redeem their investments or transfer mandates to other wealth or investment managers. In addition, the Group may be unable to win new business. The consequent reduction in AuM could have an adverse impact on the Group's profitability due to an overall reduction in fees and commissions.

Operational risk

Operational risk is the risk that the Group will sustain losses through inadequate or failed internal processes, people, systems and external events. If any of the following major operational risks occur, this could have a material adverse effect on the Group's financial condition, results of operations and prospects. The Group's major operational risks include:

(a) Client risk

Client risk is the risk of a breach of the Group's duty of care to its clients, which would normally be associated with a failure to adhere to the investment guidelines in a client's mandate.

(b) Outsourcing risk

The Group relies, through its outsourcing arrangements, on third party distributors and administrators and other providers of back office functions. Any interruption in the services or deterioration in their performance could impair the Group's business.

Furthermore, if the contracts with any of these third party providers are terminated, the Group may not find alternative outsource service providers on a timely basis or on equivalent terms. The occurrence of any of these events could have a material adverse effect on the Group.

In relying on third party custodians, the Group is exposed to the risk that these custodians, or any subcustodians, fail to comply with their legal and contractual obligations as a result of insolvency or otherwise. The Group is also reliant on third party custodians and sub-custodians having sufficient capacity and the technical ability to discharge their contractual obligations to the Group. Any failure by a custodian or sub-custodian to comply with its legal or contractual obligations could have a material adverse effect on the Group.

(c) Disasters risk

The Group's business operations, information systems and processes are vulnerable to damage or interruption from fires, floods, extreme weather, power loss, telecommunication and IT failures, bomb threats, explosions or other forms of terrorist activity and other natural and man-made disasters or other extreme events. These systems may also be subject to criminal damage, vandalism, theft and similar wrongdoing. This is also the case for third party providers on which the Group relies. The Group's core businesses have in place disaster recovery plans covering current business requirements, which have been tested and which the Group considers adequate. Suppliers of administration, custody and information technology services and other back office functions have confirmed they have disaster recovery and business continuity plans in place. However, if there is a disaster and if the disaster recovery plans are found to be inadequate there could be an adverse impact on the Group.

The effectiveness of the Group's financial controls and its ability to provide a high quality service to clients depends, in part, on the efficient and uninterrupted operation of its information systems, including its computer systems. There can be no assurance that these systems will function as designed. Any damage to, or failure of, its information systems could result in interruptions to, or deterioration in the quality of, the Group's financial controls and client service.

(d) Retention and loss of key management, investment professionals and distribution personnel

The loss of any member of the senior management team or one of the Group's principal investment professionals or distribution personnel may have a material adverse effect on the future growth of the business and its ability to implement its strategy effectively. In particular, if the Group loses any of its principal investment professionals, there is a risk that it may subsequently experience outflows from its funds, lose client mandates and may fail to win new business.

The Group's continued success depends on its ability to attract, motivate and retain high quality personnel. As a result, the Group's inability to attract, motivate and/or retain the necessary highly skilled personnel could have a material adverse effect on the Group.

(e) System risks

The Group's information technology systems are subject to continual development to ensure they remain capable of supporting the business volumes, the development of new products, improvements in processes and market and regulatory changes. Any disruption in the development of such systems, or difficulties at the implementation stage, may result in additional costs, lost revenues and may adversely affect the execution of the Group's strategy.

(f) Misconduct and mistake risk

Inadvertent mistakes or intentional misrepresentations, breaches of investment and operational guidelines, breaches of applicable laws or regulations by the Group's employees in the course of their duties or engagement in other improper acts might adversely affect the Group, leading to poor investment performance, reputational damage, regulatory action and financial costs, if systems put in place to prevent and/or mitigate these risks fail to detect or prevent such acts.

Notwithstanding anything in this risk factor, this risk factor should not be taken as implying that the Group will be unable to comply with its obligations as a company with securities admitted to the Official List or that the relevant members of the Group will be unable to comply with their obligations as supervised firms regulated by the FSA.

Reputational risk

The Group's reputation is one of its most important assets. Its relationships with clients, investors and other significant market participants are very important to its business, as it operates in an industry where integrity and the trust and confidence of clients are of critical importance. Negative publicity (whether or not justified) associated with the Group or any of its funds or products could result in a loss of clients and/or mandates. Damage to the Group's reputation as a result of these or other factors could have a material adverse effect on its business operations and/or financial condition.

Regulatory risk

The FSA is the Group's regulator. Withdrawal or amendment of regulatory approval in respect of all or part of the business carried on by the Group or any of its funds or in respect of one or more individuals to perform their roles might result in a requirement for the Group to cease conducting a particular business, change the way in which it is conducted or allocate responsibility for that business to different individuals. The conduct of regulated activities by unauthorised persons could have a number of adverse consequences, including the possibility that agreements made in the course of such activities are rendered unenforceable.

The FSA has regulatory powers dealing with many aspects of financial services including, among other things, the authority to grant and, in specific circumstances, to vary or cancel permissions to carry on a particular business and to regulate marketing and sales practices, advertising and the maintenance of adequate financial resources.

If, despite internal measures implemented to ensure that the Group's regulated businesses dedicates adequate resources to compliance, responds to regulatory enquiries in an appropriate way and takes remedial action when required, the FSA were to conclude that the Group was not in compliance with relevant regulation, the FSA could initiate regulatory proceedings against the Group which could result in a public reprimand and/or fines or other regulatory sanctions. Such regulatory action could also result in adverse reputational risk, including negative publicity or perceptions regarding the Group, as well as diverting management's attention from the day-to-day management of the Group's business. A significant regulatory action against a member of the Group or a fund managed by any such member could also have a material adverse effect on the financial position of the Group.

Significant changes in the laws and regulations governing the Group's business or adverse outcomes of regulatory reviews of relevant members of the Group could reduce the services the Group is able to offer or the fees it is able to charge, or increase the costs of compliance with regulation, any of which could decrease the Group's revenues and profitability. In addition, a substantial adverse change in regulatory capital requirements could have a material adverse effect on the Group.

Litigation risk

The extent and complexity of the legal and regulatory environment in which the Group operates and the products and services it offers mean that many aspects of the Group's business involve substantial risks of liability. There have been an increasing number of incidents of litigation involving the financial services industry and any litigation brought in the future could have a material adverse effect on the Group.

In those parts of the Group's business that are focused on the provision of portfolio management and stockbroking services, the Group is exposed to claims that it has recommended investments that are inconsistent with a client's investment objectives. The Group is also exposed to claims from dissatisfied customers as part of the increased trend of performance-related litigation, for example, in association with its operations relating to the provision of wealth management advice. The Group may also be subject to claims arising from disputes with employees for, among other things, alleged discrimination or harassment. These risks may often be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. Liability resulting from any of the foregoing or other claims could have a material adverse effect on the Group's results of operations and financial condition.

Furthermore, the Group's insurance policies may not necessarily cover claims that investors or others have brought or may bring against it or may not be adequate to protect it against all liability that may be imposed, which lack of cover or insufficiency could have a material adverse effect on its financial condition, results of operations and prospects.

Taxation risk

Changes in tax legislation can affect investment behaviour, making investment generally, and specific kinds of investment products in particular, either more or less attractive. Amendments to existing legislation (particularly if there is a withdrawal of any available tax relief or an increase in tax rates) or the introduction of new rules may affect the decisions of either existing or potential clients.

Changes from time to time in the interpretation of existing tax laws, amendments to existing tax rates, or the introduction of new tax legislation could all have a material adverse effect on the Group's financial condition and results of operations.

PART III

FINANCIAL INFORMATION

1. Nature of financial information on WCAM

The following financial information set out in paragraphs 2 and 3 of this Part III relating to WCAM has been extracted without material adjustment from the consolidation schedules that support the audited consolidated accounts of the Group for the years ended 31 March 2009, 2010 and 2011 which have been prepared in accordance with International Financial Reporting Standards as adopted in the EU (IFRS).

The following financial information set out in paragraph 3 of this Part III for WCAM as at 30 September 2011 has been extracted without material adjustment from the consolidation schedules that support the unaudited interim consolidated accounts of the Group for the six months ended 30 September 2011, which has been prepared in accordance with IFRS.

The following financial information for WCAM for the years ended 31 March 2009, 2010 and 2011 has been prepared in accordance with the accounting policies set out in the Company's Annual Report and Accounts for each of the years ended 31 March 2009, 2010 and 2011.

The following financial information for WCAM as at 30 September 2011 has been prepared in accordance with the accounting policies set out in the Company's interim accounts for six months ended 30 September 2011.

The financial information contained in this Part III does not constitute statutory accounts within the meaning of Section 441 of the Act. The statutory accounts for the Group in respect of the financial years ended 31 March 2009, 2010 and 2011 have been delivered to the Registrar of Companies and the auditors' reports in respect of the statutory accounts for those years were unqualified. The Company's auditors in respect of the years ended 31 March 2009, 2010 and 2011 were Deloitte LLP.

2. Income statements for WCAM

	Year ended	Year ended	Year ended
	31 March	31 March	31 March
	2009	2010	2011
	£	£	£
Turnover	4,513,527	3,800,469	4,980,651
Cost of sales	(56,313) ––––––––––––	(15,171) ––––––––––––	(6,058) ––––––––––––
Gross profit	4,457,214	3,785,298	4,974,593
Administrative expenses	(2,613,152) ––––––––––––	(2,127,940) ––––––––––––	(2,584,649) ––––––––––––
Operating profit	1,844,062	1,657,358	2,389,944
Interest receivable	13,083	2,386	8,721
Interest payable and similar charges	0 ––––––––––––	(1,902) ––––––––––––	0 ––––––––––––
Profit on ordinary activities before taxation	1,857,145	1,657,842	2,398,665
Tax on profit on ordinary activities	(520,077) ––––––––––––	(471,200) ––––––––––––	(678,363) ––––––––––––
Profit on ordinary activities after taxation	1,337,068	1,186,642	1,720,302
	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––

3. Statement of net assets for WCAM

	31 March	30 September
	2011	2011
	£	£
Current assets
Receivables	986,171	972,968
Cash and cash equivalents	403,767 ––––––––––––	493,881 ––––––––––––
	1,389,938	1,466,849
Creditors: amounts falling due within one year
Payables	(770,349) ––––––––––––	(939,750) ––––––––––––
Total assets less current liabilities	619,589 ––––––––––––	527,099 ––––––––––––
Capital and reserves	––––––––––––	––––––––––––
Called up share capital	350,000	350,000
Profit and loss account	269,589 ––––––––––––	177,099 ––––––––––––
Shareholders' funds	619,589 ––––––––––––	527,099 ––––––––––––
	––––––––––––	––––––––––––

4. Financial information relating to the WCAM Funds only

For the three financial years ended 31 March 2011, the total turnover relating only to the WCAM Funds was £2.8 million, £2.7 million and £3.6 million, respectively. For the three financial years ended 31 March 2011, the corresponding profit before tax relating only to the WCAM Funds was £1.5 million, £1.3 million and £1.9 million respectively.

PART IV

PRO FORMA STATEMENT OF NET ASSETS FOR THE CONTINUING GROUP

1. Unaudited pro forma financial information

Set out below is an unaudited pro forma statement of net assets for the Continuing Group, showing the effect of the Disposal. The unaudited pro forma statement of net assets is based on the unaudited half yearly financial report of the Group as at 30 September 2011 adjusted as described in the notes set out below. The unaudited pro forma statement has been prepared to illustrate how the net assets of the Company might have been affected by the Disposal, had it taken place as at 30 September 2011.

The unaudited pro forma statement has been prepared for illustrative purposes only. It addresses a hypothetical situation and does not, therefore, represent the Continuing Group's actual financial position or results.

The pro forma financial information has been prepared in accordance with item 13.3.3R of the Listing Rules.

2. Unaudited pro forma consolidated net assets of the Continuing Group

		Adjustments
	Group net	WCAM net		Pro forma
	assets at	assets at		net assets
	30 September 30 September			of the
	2011	2011	Disposal	Continuing
	(unaudited)	(unaudited)	adjustments	Group
	£'000	£'000	£'000	£'000
	Note 1	Note 2	Note 3,4
Non-current assets
Goodwill	5,121	–	(999)	4,122
Other intangible assets	403	–	–	403
Property, plant and equipment	686	–	–	686
Investment in joint ventures	25	–	–	25
Available-for-sale investments	1,179 ––––––––––––	– ––––––––––––	4,000 ––––––––––––	5,179 ––––––––––––
	7,414	–	3,001	10,415
Current assets
Trade and other receivables	24,570	(973)	–	23,597
Trading investments	657	–	1,898	2,305
Deferred tax asset	145	–	–	145
Cash and cash equivalents	3,378 ––––––––––––	(494) ––––––––––––	5,797 ––––––––––––	8,677 ––––––––––––
	28,750 ––––––––––––	(1,467) ––––––––––––	7,695 ––––––––––––	34,724 ––––––––––––
Total assets	36,164 –––––––––––– ––––––––––––	(1,467) –––––––––––– ––––––––––––	10,696 –––––––––––– ––––––––––––	45,139 –––––––––––– ––––––––––––
Current liabilities
Trade and other payables	(20,920)	462	–	(20,458)
Current tax liabilities	(639)	478	–	(161)
Deferred tax liability	– ––––––––––––	– ––––––––––––	– ––––––––––––	– ––––––––––––
	(21,559) ––––––––––––	940 ––––––––––––	– ––––––––––––	(20,619) ––––––––––––
Net current assets	7,191 ––––––––––––	(527) ––––––––––––	7,695 ––––––––––––	14,105 ––––––––––––
Net assets	14,605 ––––––––––––	(527) ––––––––––––	10,696 ––––––––––––	24,520 ––––––––––––
	––––––––––––	––––––––––––	––––––––––––	––––––––––––

Notes:

1. The net assets of the Group have been extracted without material adjustment from the unaudited Interim financial statements of the Group for the period ended 30 September 2011.
1. The net assets of WCAM as at 30 September 2011 have been sourced from Part III of this document.
1. The adjustments are based on the assumed Disposal entries, including the costs of sale and the aggregate value of the Consideration receivable of £12.3 million, comprising cash proceeds of £6 million, CULS of £4 million, Consideration Shares which as at 12 March 2012 (being the latest practicable date prior to publication of this document) had an aggregate value of £1.9 million, an estimated cash amount equal to the target value of net assets of WCAM at Completion of £447,853, and the assumed cash proceeds that would have been payable in respect of the target net assets had the Disposal occurred at 30 September 2011.

		£'000
Cash proceeds	6,000
Cash proceeds equal to the value of target net assets Cash proceeds equal to difference in net assets	448
at 30 September 2011 and target net assets	79
Estimated disposal costs	(730) ––––––––
	5,797
Non-cash proceeds
CULS	4,000
Consideration Shares	1,898 ––––––––
	5,898
Net proceeds		11,695
Allocated goodwill		(999) ––––––––
		10,696 ––––––––
		––––––––

1. Payments that would otherwise have been due under the LTIP arising as a result of the Disposal have been waived by the agreement of all parties and, accordingly, have not been taken into account (further details of the treatment of the LTIP with respect to the Disposal are set out in paragraph 6 of Part I of this document).
1. The actual adjustments at Completion will be based on the actual net assets of WCAM at Completion and, accordingly, may differ from those above, which have been prepared for illustrative purposes only.
1. The Disposal is assumed to fall under the substantial shareholdings exemption of UK taxation legislation and therefore no tax liability is expected to arise as a result of the Disposal.
1. No account has been taken of the trading of the Group, the Continuing Group or WCAM since 30 September 2011 or any other event or transaction save as set out above.
1. The proforma financial information has been prepared using the accounting policies used in the Group's annual report for the 52 weeks ended 31 March 2011.

3. Report on unaudited pro forma financial information

The following is the full text of a report on Walker Crips Group plc from Baker Tilly Corporate Finance LLP, the Reporting Accountants, to the Directors of Walker Crips Group plc.

25 Farringdon Street London EC4A 4AB www.bakertilly.co.uk

The Directors Walker Crips Group plc Finsbury Tower 103-105 Bunhill Row London EC1Y 8LZ

13 March 2012

Dear Sirs

Walker Crips Group plc ("the Company")

We report on the unaudited pro forma financial information (the "Pro Forma Financial Information") set out in Part IV of the Company's Class 1 Circular dated 13 March 2012 (the "Circular") which has been prepared on the basis described in note 8, for illustrative purposes only, to provide information about how the disposal of Walker Crips Asset Managers Limited might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the six months ended 30 September 2011.

This report is required by item 13.3.3R of the Listing Rules of the UK Listing Authority and is given for the purpose of complying with that item and for no other purpose.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information in accordance with item 13.3.3R of the Listing Rules.

It is our responsibility to form an opinion, as required by item 13.3.3R of the Listing Rules, as to the proper compilation of the Pro Forma Financial Information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in any jurisdictions other than the United Kingdom and accordingly should not be relied upon as if it had been carried out in accordance with those other standards and practices.

Opinion

In our opinion:

(a) the Pro Forma Financial Information has been properly compiled on the basis stated; and
(b) such basis is consistent with the accounting policies of the Company.

Yours faithfully

Baker Tilly Corporate Finance LLP

Regulated by the Institute of Chartered Accountants in England and Wales

Baker Tilly Corporate Finance LLP is a limited liability partnership registered in England and Wales, registered no. OC325347. A list of the names of members is open to inspection at the registered office 25 Farringdon Street London EC4A 4AB.

PART V

PRINCIPAL TERMS OF THE SHARE PURCHASE AGREEMENT

On 13 March 2012, the Company and the Purchaser entered into the SPA under which the Company agreed to sell and the Purchaser agreed to purchase the entire issued share capital of WCAM. The following is a summary of its material terms.

1. Conditions

Completion is conditional upon certain conditions being satisfied. Amongst the conditions are:

1.1 the passing of the Resolution at the Company's General Meeting and the approval of Liontrust Shareholders at the Liontrust General Meeting;
1.2 FSA approval to a change of control of WCAM; and
1.3 trail arrangements as at the date of the SPA with the Company's existing advisers for monies introduced into the WCAM Funds remaining unchanged at Completion.

2. WCAM

The Purchaser will acquire the entire issued share capital of WCAM.

Prior to Completion, the management of the Continuing Funds will be delegated by WCAM to the Sub-Investment Manager (which is a member of the Continuing Group) on normal commercial terms pursuant to a sub-investment management agreement, and WCAM's retail investment management contracts will be transferred out of WCAM to the Sub-Investment Manager.

The Continuing Group is subject to certain restrictions from competing with the business carried on by WCAM (as at Completion) or from procuring the employment of any senior management or employees of WCAM and from soliciting business from WCAM clients (as at Completion), in each case for a period of 18 months following Completion.

3. Employees and management incentivisation

The WCAM Managers and other senior WCAM managers and personnel will transfer across to the Purchaser's Group with effect from Completion.

4. The purchase price and adjustments

4.1 The consideration payable to the Company at Completion is an aggregate of:
4.1.1 £6,000,000;
4.1.2 the CULS;
4.1.3 the Consideration Shares; and
4.1.4 the value of WCAM's net assets as at Completion.
4.2 In the event that the Purchaser is unable, at Completion, to allot and/or issue the CULS and/or Consideration Shares, then the Company can elect either to complete or delay Completion. If the Company elects to complete in such circumstances, the Company will transfer title to WCAM and will receive the cash element of the Consideration but will not receive the CULS and/or the Consideration Shares until such time as the Purchaser is able to allot and/or issue them. In this event, the Company will receive a payment of £65,000 per calendar month up to date that the Purchaser is able to allot and/or issue the outstanding Consideration (which will be pro-rated accordingly for the month in which the CULS and the Consideration Shares are issued to the Company).

In addition, if the reason for the Purchaser being unable to allot and/or issue the CULS and/or the Consideration Shares is a provision of the Listing Rules, the Purchaser will undertake to apply to the UKLA to seek a waiver of the restriction.

In the event that the Company elects not to complete when the Purchaser is unable to allot and/or issue the CULS and/or the Consideration Shares, the Company will not transfer title to WCAM until such time as the Purchaser is able to fulfil all of the provisions of the SPA relating to the Consideration and the payments described above will therefore not be payable.

4.3 The cash consideration is subject to adjustment dependent on the aggregate value of the AuM of the WCAM Funds and WCAM's net assets as at Completion. Following Completion, the aggregate AuM relating to the WCAM Funds at Completion will be calculated. If, at Completion, the aggregate AuM relating to the WCAM Funds is less than £455 million, then the Company will pay to the Purchaser £0.5 million. If, at Completion, the aggregate AuM relating to the WCAM Funds is greater than £685 million, then the Company will receive an additional £0.5 million from the Purchaser.

The net assets of WCAM as at Completion have been estimated at £447,853 and the Purchaser will pay this amount to the Company at Completion. Following Completion, the actual net assets of WCAM as at Completion will be calculated. In the event that the actual net assets are in excess of that figure, the Company will receive an amount equal to the excess on a pound-for-pound basis. In the event that the net assets are less than that figure, the Company must pay an amount equal to the shortfall to the Purchaser on a pound-for-pound basis. Any balancing payments under this mechanism are subject to a maximum amount payable of £1 million.

5. Conduct of business before Completion

The Company has agreed to comply with certain customary restrictions on the conduct of WCAM pending the Completion. In particular, the Company has covenanted to procure that WCAM will carry on its business in the normal course and certain specified actions will not be taken by the Company without the consent of the Purchaser.

6. Warranties, indemnities, limitations and restrictive covenants

The Share Purchase Agreement contains a number of customary warranties and indemnities in favour of the Purchaser which are given as at the date of the SPA. Those warranties are given as at the date of the SPA and will be repeated immediately prior to Completion.

The Company's liability in respect of a breach of warranty is generally subject to certain limitations, including a time limit of 18 months from Completion (other than in respect for claims under tax warranties where the time limit is seven years). The indemnities are subject to a time limit of 3 years, except in relation to tax matters in which case the time limit is 7 years. The Company is only liable in respect of claims for breach of warranty which, in aggregate exceed £200,000. While the Company's maximum aggregate liability for all warranty and indemnity claims under the SPA is capped at £8,000,000, excluded from that cap are amounts (if any) paid by the Company in indemnifying the Purchaser against liabilities incurred by the Purchaser or its group following Completion in connection with WCAM's retail investment management contracts or the transfer of those contracts to the Sub-Investment Manager.

In addition, because part of the consideration due to the Company includes the Consideration Shares and CULS, the Purchaser is giving certain customary warranties and indemnities in favour of the Company. The Purchaser's liability in respect of a breach of warranty is generally subject to certain limitations, including a time limit of 18 months from Completion.

7. Law

The SPA is governed by English law.

PART VI

PRINCIPAL TERMS OF THE CONVERTIBLE UNSECURED LOAN STOCK

On Completion, Liontrust will enter into a instrument constituting £4,000,000 of convertible unsecured loan stock. The following is a summary of its material terms:

1. Stock

The Company will be issued with £4,000,000 of CULS at Completion. The CULS will not be subject to any application for listing on any stock exchange. Interest is payable on outstanding CULS at a rate of 6 per cent. per annum in arrears, payable quarterly in cash to the Company.

2. Conversion

2.1 The CULS are convertible into ordinary shares of 1p each in the capital of the Purchaser at 1 ordinary share for each £1.00 in nominal value of CULS and, once converted, Liontrust is required to make an application to have such shares admitted to trading on the London Stock Exchange to rank pari passu with all existing shares in Liontrust.
2.2 The Company is restricted in its ability to convert the CULS as follows:
2.2.1 from Completion to 19 November 2012, no CULS can be converted;
2.2.2 from 19 November 2012 to the day following the first anniversary of Completion, the Company can convert such number of CULS (when aggregated with any CULS converted by any other stockholders in that period) as would result in such number of shares being issued which represent 4.99 per cent. of Liontrust shares admitted to trading on the London Stock Exchange; and
2.2.3 after the day following the first anniversary of Completion until the redemption date (see paragraph 3 below), the Company can convert such number of CULS in any 12 month period (when aggregated with any CULS converted by any other stockholders in that period), as would result in such number of shares being issued which represent 9.99 per cent. of Liontrust shares admitted to trading on the London Stock Exchange.
2.3 As at the date of execution of the CULS instrument there were no other holders of CULS in Liontrust. The instrument provides that if any CULS or equivalent instruments are issued to any party other than the Company, the Company will be notified of the terms of such other instruments.
2.4 In the event that the Company requests, pursuant to the terms of the instrument, that CULS are converted, but Liontrust is unable to allot the relevant shares to the Company and/or apply for such shares to be admitted to trading and so conversion is delayed, then default interest will accrue and be paid to the Company when conversion actually occurs. In addition, if a dividend is declared (whether paid or not) during the period where, but for the failure to convert, the Company would have had ordinary shares in the capital of Liontrust, Liontrust shall make a payment to the Company equal to the amount which it would otherwise have received as a dividend had it had the ordinary shares when such dividend was declared and (if applicable) paid.

3. Redemption

3.1 On the date falling five years from the date of the instrument (the Maturity Date), the Company may redeem the whole or part of the principal amount of the CULS then outstanding, together with accrued interest. If any CULS are remaining after the Maturity Date, Liontrust will redeem the principal amount of the CULS then outstanding, together with accrued interest.
3.2 In the event of a proposed sale of the more than 50 per cent. of the entire issued share capital of Liontrust, the Company shall be notified and be invited to convert its remaining CULS. If the Company does not accept such invitation then upon the occurrence of the sale, the Company's remaining CULS shall be redeemed, together with accrued interest.

4. Events of Default

Upon the occurrence of certain events of default, some or all of the CULS then outstanding may become declared immediately repayable or may be converted without being subject to the restriction set out in paragraph 2.2 above by the Company giving notice to Liontrust.

Such events include (but are not limited to) where Liontrust is proposed to be wound-up or is unable to pay its debts as they fall due, where Liontrust fails to make any payment due to the Company, where Liontrust's shares cease trading on the London Stock Exchange and where annual audited Liontrust group gross profit is below £8 million and Liontrust declares any dividends on its ordinary shares and/or pays any of its directors any bonus (cash or otherwise).

5. Law

The CULS instrument is governed by English law.

PART VII

ADDITIONAL INFORMATION

1. Responsibility

The Directors, whose names appear on page 6 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Company address

The registered office and the principal place of business in the UK of the Company is at Finsbury Tower, 103-105 Bunhill Row, London EC1Y 8LZ (telephone number +44 (0)20 3100 8000).

3. Directors' interests

3.1 As at 12 March 2012 (being the latest practicable date prior to publication of this document), the aggregate beneficial interests in the share capital of the Company of each of the Directors and of their connected persons (within the meaning of the DTRs) which would, if the connected person were a Director, be required to be disclosed under the DTRs and the existence of which is known to, or could with reasonable diligence be ascertained by, that Director were as follows:

		Percentage
	Number	of issued
Director	of Shares	share capital
D M Gelber	68,464	0.19
R A Fitzgerald	220,780	0.61
S J Bailey	428,757	1.18
D Hetherton	656,556	1.81
S Lam	149,762	0.41
H Lim	–	–
M Wright	4,500	0.01
R Elliott	378,769	1.04
The shareholdings above include shares held within the Company's Share Incentive Plan.

3.2 As at 12 March 2012 (being the latest practicable date prior to publication of this document), outstanding options over Shares are held by the following Directors:

Name of Director	Date of grant	Number of Shares under option	Exercise price (pence)	Option exercise period
S J Bailey	22 September 2003	300,000	42.2	22 September 2006 to 22 September 2013
S K W Lam	31 March 2004	75,000	49.2	31 March 2007 to 31 March 2014

Following Completion, as per the terms of his options, Mr Bailey will be classified as a 'good leaver' and, accordingly, such options will be available to him to exercise at his discretion for a period of one year following Completion.

3.3 Save as disclosed in paragraphs 3.1 to 3.2 above, the Directors do not have any interest in the issued share capital of the Company.

4. Directors' service agreements

4.1 The Company has entered into the following contracts with its Directors:
4.1.1 Mr Rodney Fitzgerald is employed as Chief Executive Officer under a service agreement dated 1 December 2007. Mr Fitzgerald's salary is £130,298. Mr Fitzgerald is also eligible to receive a discretionary bonus. The service contract may be terminated by Mr Fitzgerald upon not less than six months' written notice or by the Company upon not less than twelve months' written notice. Mr Fitzgerald is entitled to salary and benefits for the duration of the notice period and is subject to a maximum six month non-compete covenant upon termination.
4.1.2 Mr Sean Lam is employed as Group Managing Director under the terms of a service agreement dated 1 December 2007. Mr Lam's salary is £130,298. Mr Lam is also eligible to receive a discretionary bonus. The service contract may be terminated by either party upon not less than six months' written notice. Mr Lam is entitled to salary and benefits for the duration of the notice period and is subject to a maximum six month non-compete covenant upon termination.
4.1.3 Mr Stephen Bailey is employed by the Company as its Investment Director under the terms of a service agreement dated 9 June 2010. Mr Bailey's salary is £147,087.50. Mr Bailey is also eligible to receive a discretionary bonus and a performance bonus in relation to WCAM. The service contract may be terminated by either party upon not less than six months' written notice, save in certain circumstances. Mr Bailey is entitled to salary and benefits for the duration of the notice period and is subject to a maximum twelve month non-compete covenant upon termination
4.1.4 Mr David Hetherton is employed by the Company as its Financial Services Director under the terms of a service agreement dated 8 April 2005. Mr Hetherton's salary is £131,328. Mr Hetherton is also eligible to receive a discretionary bonus. The service contract may be terminated by either party upon not less than six months' written notice. Mr Hetherton is entitled to salary and benefits for the duration of the notice period and is subject to a maximum six month non-compete covenant upon termination.
4.2 Under individual letters of appointment with the Company, each of the non-executive directors is entitled to the annual fees listed below:

Director	Date of appointment	Notice period	Fee (£)
David Gelber	11 May 2007	Six months	36,772
Martin Wright	9 July 2000	Three months	21,000 plus VAT
Robert Elliott	11 April 2005	None	21,012.50
Lim Hua Min	3 March 1993	None	Nil

5. Major Shareholders

5.1 So far as the Company is aware, as at 12 March 2012 (being the latest practicable date prior to publication of this document), the following persons (other than Directors) had notifiable interests in three per cent. or more of the issued share capital of the Company:

Name	Number of Shares	Percentage of the issued share capital
Linus Wen Sheong Lim	2,512,176	6.92
Lloyd Wen Yao Lim	2,512,176	6.92
Wen Jiang Luke Lim	2,512,173	6.92
M J Sunderland	2,322,100	6.40
Liontrust UK Smaller Companies Fund	1,593,604	4.39
W. H. Saunders	1,156,366	3.19

5.2 As at 12 March 2012 (being the latest practicable date prior to publication of this document), the Company held 750,000 shares in treasury.

6. Material contracts

6.1 The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Continuing Group (a) in the two years immediately preceding the date of this document and are, or may be, material to the Continuing Group or (b) contain provisions under which any member of the Continuing Group has any obligation or entitlement which is material to the Continuing Group as at the date of this document:
6.1.1 the SPA, the principal terms of which are set out in Part IV of this document;
6.1.2 On 13 March 2012, the Company, WCAM and the respective WCAM Managers entered into deeds of termination relating to the LTIP, under the terms of which, the relevant WCAM Manager agreed, subject to Completion, to surrender all rights under the LTIP, including any awards appointed to then and to release the Company and WCAM from any obligation arising under the LTIP. The Company and WCAM, in turn, agreed to release the relevant WCAM Manager from certain undertakings given by each WCAM Manager upon participation in the LTIP;
6.1.3 On 25 January 2012, Walker Crips Stockbrokers Limited entered into a foreign exchange facility agreement with Cyldesdale Bank plc. Under the terms of the agreement which is repayable on demand, Walker Crips Stockbrokers Limited can enter into foreign exchange risk management transactions up to an appropriate cumulative value of £6 million. The facility is due for review on 31 December 2012.
6.2 The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by WCAM (a) in the two years immediately preceding the date of this document and are, or may be, material to WCAM or (b) contain provisions under which WCAM has any obligation or entitlement which is material to the WCAM as at the date of this document:
6.2.1 On 13 March 2012, WCAM, along with the Company entered into the deeds of termination relating to the LTIP as described in paragraph 6.1.2 above.
6.3 Save for the contracts referred to in paragraphs 6.1 and 6.2 above, no contracts (not being contracts entered into in the ordinary course of business) have been entered into (a) in the two years immediately preceding the date of this document which are, or may be, material to the Continuing Group or WCAM (as the case may be) or (b) contain provisions under which the Group or WCAM (as the case may be) has any obligation or entitlement which is material to the Group or WCAM (as the case may be) as at the date of this document.

7. Working capital of the Continuing Group

The Company is of the opinion that, taking into account available bank and other facilities and the net proceeds of the Disposal, the Continuing Group has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this document.

8. Litigation

8.1 There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the 12 months prior to the date of this document which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Continuing Group.
8.2 There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the 12 months prior to the date of this document which may have, or have had in the recent past, a significant effect on the financial position or profitability of WCAM.

9. Significant change

9.1 Save for the adverse impact on the Company's trading levels, commission revenues and overall profitability resulting from subdued equity market volumes as well as levels (as disclosed in paragraph 8 of Part I of this document), there has been no significant change in the financial or trading position of the Continuing Group since 30 September 2011, being the date to which the Company's last published unaudited interim accounts were prepared.

9.2 There has been no significant change in the financial or trading position of WCAM since 31 March 2011, being the date to which the financial information set out in Part III of this document has been prepared.

10. Related party transactions

10.1 Save as disclosed below, for the three financial years ended 31 March 2011 and in the period from 1 April 2011 to 12 March 2012, being the latest practicable date prior to publication of this document, there were no related party transactions entered into by the Company and the WCAM Managers, being related parties for the purposes of the Listing Rules:
10.1.1 Stephen Bailey:

				Period from
				1 April 2011
		Year ended 31 March		to 9 March
	2009	2010	2011	2012
Cash remuneration	£394,701	£468,977	£526,115	£490,811
Short-term employee benefits	£1,273	£1,644	£1,905	£2,069
Post-employment benefits	£9,669	£9,800	£9,984	£9,438
Share-based payments	– –––––––––––	£9,878 –––––––––––	– –––––––––––	– –––––––––––
	£405,643 ––––––––––– –––––––––––	£490,299 ––––––––––– –––––––––––	£538,004 ––––––––––– –––––––––––	£502,318 ––––––––––– –––––––––––

10.1.2 Jan Luthman:

		Year ended 31 March		Period from 1 April 2011 to 9 March
	2009	2010	2011	2012
Cash remuneration Short-term employee benefits Post-employment benefits Share-based payments	£295,594 –	£309,478 –	£358,275 –	£338,925 –
	£5,200 –	£5,304 –	£5,437 –	£5,083 –
	––––––––––– £300,794 ––––––––––– –––––––––––	––––––––––– £314,782 ––––––––––– –––––––––––	––––––––––– £363,712 ––––––––––– –––––––––––	––––––––––– £344,008 ––––––––––– –––––––––––

10.2 Save as disclosed below, in the period since 31 March 2011, there were no related party transactions entered into by the Company and its Group:
10.2.1 the Group and its directors, employees, approved persons and their related parties have arrangements for dealing on normal commercial terms. The commission received through such arrangements in the period from 1 April 2011 to the date of publication of this document was approximately £150,000. Of this amount, £341 was in relation to Stephen Bailey and his related parties, and £3,346 was in relation to Jan Luthman and his related parties;
10.2.2 Speechly Bircham LLP, of which M.J. Wright, non-executive director, is a partner, provides certain legal services to the Group on normal commercial terms and the amount paid and expensed during the period from 1 April 2011 to the date of publication of this document was £139,000; and
10.2.3 in the period from 1 April 2011 to the date of publication of this document the Group earned commission of £25,000 from Phillip Securities (HK) Limited (a Phillip Brokerage Pte Limited company, where H M Lim is a director) having dealt on standard commercial terms. Additionally, some custody services are provided by Phillip Securities Pte Ltd (in Singapore where H M Lim is a director) and payments of £4,000 were made in respect of these and related services provided on standard commercial terms in the period.

11. General

11.1 Mr Jan Luthman is employed as an executive director of WCAM under a service agreement dated 9 June 2010. Mr Luthman's salary is £110,907. Mr Luthman is also eligible to receive a performance bonus relating to WCAM. The service contract may be terminated by either party upon not less than six months' written notice save in certain circumstances where Mr Luthman may give three months' written notice. Mr Luthman is entitled to salary and benefits for the duration of the notice period and is subject to a maximum twelve month non-compete covenant upon termination.
11.2 As at 12 March (being the latest practicable date prior to publication of this document), the aggregate beneficial interests in the share capital of the Company of Mr Jan Luthman and his connected persons (within the meaning of the DTRs) which would, if the connected person were a Director, be required to be disclosed under the DTRs and the existence of which is known to, or could with reasonable diligence be ascertained by, that Director, was 52,884 Shares (including shares held within the Company's SIP) or 0.15 per cent. of the Company's issued share capital.
11.3 As at 12 March (being the latest practicable date prior to publication of this document), Jan Luthman held 105,000 options over Shares exercisable at 42.2p. These options are exercisable from 22 September 2006 to 22 September 2013. Following Completion, as per the terms of his options, Mr Luthman will be classified as a 'good leaver' and, accordingly, such options will be available to him to exercise at his discretion for a period of one year following Completion.

12. Consent

12.1 Canaccord Genuity Limited has given and not withdrawn its written consent to the issue of this document with the inclusion in it of references to its name in the form and context in which it appears.
12.2 Baker Tilly Corporate Finance LLP (a member of the Institute of Chartered Accountants in England and Wales) has given and has not withdrawn its written consent to the inclusion in this document of its letter set out in Part IV, in the form and context in which it appears.

13. Documents available for inspection and available information

Copies of the following documents will be available for inspection at the offices of Speechly Bircham LLP, 6 New Street Square, London EC4A 3LX and at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) until the conclusion of the General Meeting:

(a) the articles of association of the Company;
(b) the published audited consolidated accounts of the Group for the two financial years ended 31 March 2010 and 2011;
(c) the report by Baker Tilly Corporate Finance LLP set out in Part IV of this document;
(d) the SPA;
(e) the letters of consent referred to in paragraph 11 above; and
(f) this document.

PART VIII

DEFINITIONS

The following definitions apply throughout this document and the accompanying Notice of General Meeting and Form of Proxy, unless the context otherwise requires:

"AuM"	assets under management
"Board" or "Directors"	the board of directors of the Company as at the date of this document whose names are set out on page 4 of this document
"CULS"	Convertible Unsecured Loan Stock issued by the Purchaser
"Canaccord" or "Sponsor"	Canaccord Genuity Limited
"Company"	Walker Crips Group plc
"Completion"	completion of the Disposal following satisfaction (or waiver of) all conditions in accordance with the terms of the SPA including approval by the FSA of a change in controller of WCAM
"Continuing Funds"	those funds for which the investment management will remain with the Continuing Group following Completion, namely, CF Walker Crips Corporate Bond Fund, CF Walker Crips Global Growth Trust and CF Walker Crips Select Income Trust
"Continuing Group"	the Group following the disposal of WCAM
"Consideration"	the total consideration due to the Company from the Purchaser for WCAM under the terms of the SPA, made up of various elements
"Consideration Shares"	the 1,851,719 new ordinary shares of 1 pence each in the share capital of the Purchaser to be issued to the Company on Completion and which will be admitted to the Official List following Completion
"Disposal"	the sale of WCAM to the Purchaser pursuant to the terms of the SPA, as described in more detail in Part IV of this document

"DTRs"	the FSA's Disclosure Rules and Transparency Rules
"Financial Services Authority" or "FSA"	the Financial Services Authority of the UK in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA
"Form of Proxy"	the form of proxy relating to the General Meeting being sent to Shareholders with this document
"FSMA"	the Financial Services and Markets Act 2000 of England and Wales, as amended
"General Meeting"	the general meeting of the Company convened for 5 April 2012 (or any adjournment of it), notice of which is set out at the end of this document
"Group"	the Company and its existing subsidiary undertakings
"LTIP"	the senior executive long term incentive plan of the Company, as approved by shareholders of the Company on 9 June 2010
"LTIP Payment Pool"	as such terms is defined in the rules of the LTIP
"Liontrust" or "Purchaser"	Liontrust Asset Management plc and its subsidiary undertakings from time to time
"Liontrust General Meeting"	the meeting of Liontrust Shareholders to approve the acquisition by Liontrust of WCAM expected to take place on 5 April 2012

"Listing Rules"	the listing rules made by the FSA under Part VI of FSMA (as amended from time to time)
"Official List"	the Official List of the Financial Services Authority
"Ordinary Shares" or "Shares"	ordinary shares of 6 2/3 pence each in the capital of the Company
"Reporting Accountants"	Baker Tilly Corporate Finance LLP
"Resolution"	the resolution to approve the Disposal as set out in the notice of the General Meeting
"Share Incentive Plan"	the Company's share incentive plan for employees
"Share Purchase Agreement" or "SPA"	the conditional agreement between the Company and the Purchaser dated 13 March 2012 relating to the sale and purchase of WCAM, the principal terms of which are set out in Part IV of this document
"Shareholder(s)"	holder(s) of Shares
"Sub-Investment Manager"	Walker Crips Stockbrokers Limited, a subsidiary of the Continuing Group, which shall be delegated the investment management responsibilities for the Continuing Funds
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"WCAM Funds"	the funds for which the investment management will remain with WCAM following Completion as set out in paragraph 3.1 of Part I of this document
"WCAM"	Walker Crips Asset Managers Limited
"WCAM Managers"	each of Stephen Bailey and Jan Luthman as participants in the LTIP

WALKER CRIPS GROUP PLC

Registered in England and Wales No: 01432059

NOTICE OF GENERAL MEETING

NOTICE is hereby given that a General Meeting of Walker Crips Group plc (the Company) will be held at 10.00 a.m. on 5 April 2012 at Finsbury Tower, 103-105 Bunhill Row, London EC1Y 8LZ for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution:

ORDINARY RESOLUTION

THAT:

The proposed disposal by the Company of Walker Crips Asset Managers Limited (the Disposal) be and hereby is approved on the terms contained in the sale and purchase agreement (the SPA) dated 13 March 2012 between the Company and Liontrust Asset Management plc, being a Class 1 transaction and a related party transaction under the Listing Rules, as set out in the Circular to the Company's Shareholders dated 13 March 2012 accompanying this notice, with such non-material amendments to the terms of the Disposal and/or the SPA as the Directors of the Company (or any duly constituted committee thereof) may consider appropriate.

By order of the Board

David Hall Secretary

Registered Office: Finsbury Tower 103-105 Bunhill Row EC1Y 8LZ

13 March 2012

SHAREHOLDER NOTES

The following pages provide more detailed information about your voting rights and how you may exercise them.

Entitlement to attend and vote

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company's register of members at:
6.00 p.m. on 3 April 2012; or
if this Meeting is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting,
shall be entitled to attend and vote at the Meeting.

Appointment of proxies

1. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
1. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy your proxy card or contact Neville Registrars to obtain an extra proxy card on 0121 585 1131.
1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

Appointment of proxy using hard copy proxy form

1. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:
completed and signed;
sent or delivered to Neville Registrars Limited, Neville House, Laurel Lane, Halesowen, West Midlands, B63 3DA; and
received by Neville Registrars no later than 10.00 a.m. on 3 April 2012.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included in with the proxy form.

Appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https://www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (7RA11) by 10.00 a.m. on 3 April 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-name being the most senior).

Changing proxy instructions

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hardcopy proxy form, please contact Neville Registrars Limited on 0121 585 1131. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of the proxies will take precedence.

Termination of proxy appointments

In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Neville Registrars Limited, Neville House, Laurel Lane, Halesowen, West Midlands, B63 3DA. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Neville Registrars no later than 10.00 a.m. on 3 April 2012.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

Corporate representatives

A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Issued shares and total voting rights

As at 6.00 p.m. on 12 March 2012, the Company's issued share capital comprised 37,051,187 ordinary shares of 6 2/3p each. Each ordinary share carries the right to one vote at a general meeting of the Company.

The Company held 750,000 ordinary shares in treasury on 12 March 2012. Therefore, the total number of voting rights in the Company as at 6.00 p.m. on 12 March 2012 is 36,301,187.

Communication

You may not use any electronic address provided either in this notice of meeting or any related documents (including the circular with which this notice of meeting was enclosed and proxy form) to communicate with the Company for any purposes other than those expressly stated.

Website

Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from www.wcgplc.co.uk

AI assistant

WALKER CRIPS GROUP PLC — AGM Information 2012

4758_rns_2012-03-13_a01a0955-eed6-49e1-ac5e-aa5f73910f0b.pdf

WALKER CRIPS GROUP PLC

PROPOSED DISPOSAL OF WALKER CRIPS ASSET MANAGERS LIMITED

(being a class 1 transaction and a related party transaction)

and

Notice of General Meeting

IMPORTANT INFORMATION

1. TO VOTE ON THE RESOLUTION

2. DEFINITIONS

3. NO INCORPORATION OF WEBSITE

4. FORWARD LOOKING STATEMENTS

5. GENERAL NOTICE

CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 3 April 2012

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

PART I

LETTER FROM THE CHAIRMAN OF

WALKER CRIPS GROUP PLC

Proposed Disposal of Walker Crips Asset Managers Limited (WCAM) and Notice of General Meeting

1. Introduction

2. Background to and reasons for the Disposal

3. Information on WCAM

3.1 Overview of WCAM

3.2 Financial Information

3.3 Management and employees

3.4 Track record

3.5 Funds remaining with the Continuing Group

4. Principal terms of the Disposal

5. Consideration receivable, financial effects of the Disposal and use of proceeds

5.2 Financial effects of the Disposal

6. Principal terms of the CULS

7. Related party transaction

8. Information on Liontrust

9. Current trading and prospects

10. Risk factors

11. General Meeting

12. Action to be taken

13. Irrevocable undertakings and letters of intent

14. Further information

15. Recommendation

PART II

RISK FACTORS

SECTION A: RISK FACTORS RELATING TO THE DISPOSAL NOT PROCEEDING

Satisfaction of conditions precedent to completion

Inability to realise value if the Disposal does not complete

Potentially disruptive effect on the Group

SECTION B: RISKS RELATING TO THE DISPOSAL

The Continuing Group's operations will be less diversified

The Disposal will impact upon the Continuing Group's revenue and profit generating profile

Breach of warranties contained in the SPA

Consideration in shares

Consideration in CULS

SECTION C: RISKS SPECIFIC TO THE GROUP (INCLUDING WCAM) AND (FOLLOWING COMPLETION OF THE DISPOSAL) THE CONTINUING GROUP OPERATING IN THE WEALTH MANAGEMENT AND STOCKBROKING SECTORS

Credit risk exposes the Group to losses caused by financial or other problems experienced by its clients or other third parties

Price risk

Investment performance risk

Operational risk

Reputational risk

Regulatory risk

Litigation risk

Taxation risk

PART III

FINANCIAL INFORMATION

1. Nature of financial information on WCAM

2. Income statements for WCAM

3. Statement of net assets for WCAM

4. Financial information relating to the WCAM Funds only

PART IV

PRO FORMA STATEMENT OF NET ASSETS FOR THE CONTINUING GROUP

1. Unaudited pro forma financial information

2. Unaudited pro forma consolidated net assets of the Continuing Group

3. Report on unaudited pro forma financial information

Walker Crips Group plc ("the Company")

Responsibilities

Basis of Opinion

Opinion

Yours faithfully

WALKER CRIPS GROUP PLC AGM Information 2012