NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES

5 June 2008

Wagon plc

Posting of prospectus

Further to the announcement on 4 June 2008 regarding the proposed re-financing, the Board of Wagon announces that the circular and prospectus (the "Prospectus"), setting out the details of the Rights Issue, Property Disposal, Capital Reorganisation, Rule 9 Waiver, delisting of the New Ordinary Shares from the Official List and application for admission to trading on AIM (if Listing Rule 6.1.19R is breached), and the Revised Debt Facilities, has today been posted.  

The Prospectus includes a notice convening a General Meeting of the Company to be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD at 11.30 a.m. on Monday 30 June 2008.

EXPECTED TIMETABLE 

Notes:

1) Reference to times in this document are to London time, unless otherwise stated.

2) The dates set out in the expected timetable above or elsewhere in this document or in the Provisional Allotment Letters may be adjusted by Wagon, in which event details of the new dates will be notified to the FSA, the London Stock Exchange and, where appropriate, to Qualifying Shareholders.

3) If you have any queries relating to the procedure for acceptance and payment, you should contact the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA on 0871 384 2901 or from outside the United Kingdom on +44 121 415 0253. Please note that Equiniti cannot provide financial, tax or investment advice on the Rights Issue or as to whether or not you should take up your rights under the Rights Issue.

4) Subject to certain restrictions relating to Qualifying Shareholders with registered addresses outside the UK, details of which are set out in the Prospectus.

Two copies of the Prospectus have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

LONDON

E14 5HS

Telephone Number: 020 7066 1000 

Terms used in the Prospectus shall have the same meaning when used in this announcement, unless the context requires otherwise.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Nil Paid Rights, Fully Paid Rights or Rights Issue Shares referred to in this announcement except on the basis of information in the Prospectus which has been published by Wagon in connection with the Rights Issue. Copies of the Prospectus will be available from the Company's registered office. This announcement does not constitute, or form part of an offer to sell, or the solicitation of an offer to subscribe for or buy, any Rights Issue Shares. Any decision to invest in the Rights Issue Shares should only be made on the basis of information in the Prospectus which contains further details relating to Wagon in general as well as a summary of the risk factors to which an investment in the Rights Issue Shares is subject. 

This announcement is not an offer of securities for sale in the United States. The Nil Paid Rights, the Fully Paid Rights, the Rights Issue Shares and the Provisional Allotment Letters will not be offered or sold in the United States or to or for the account or benefit of a person located in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. The Nil Paid Rights, the Fully Paid Rights, the Rights Issue Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act and no public offering of the Nil Paid Rights, the Fully Paid Rights, the Rights Issue Shares or the Provisional Allotment Letters will be made in the United States.

This announcement does not constitute an offer of Nil Paid Rights, Fully Paid Rights, Rights Issue Shares or Provisional Allotment Letters to any person with a registered address in, or who is resident in, Australia, Canada, Japan or South Africa. None of the Nil Paid Rights, the Fully Paid Rights, the Rights Issue Shares or the Provisional Allotment Letters has been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or South Africa. The Prospectus does not constitute an offer to sell or a solicitation of an offer to buy Rights Issue Shares or to take up entitlements to Nil Paid Rights in any jurisdiction in which such offer or solicitation is unlawful. Subject to certain limited exceptions, neither the Prospectus, the Provisional Allotment Letter nor this announcement will be distributed in or into Australia, Canada, Japan or South Africa.

Hoare Govett Limited, which is regulated and authorised in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser, sponsor and broker to Wagon and for no-one else in connection with the Rights Issue, the Rule 9 Waiver, the Capital Reorganisation and the Property Disposal and will not be responsible to anyone other than Wagon for providing the protections afforded to clients of Hoare Govett or for providing advice in relation to the Rights Issue, the Rule 9 Waiver, the Capital Reorganisation and the Property Disposal, the contents of this announcement and the accompanying documents or any matters or arrangements referred to herein or therein.

Hoare Govett may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the Rights Issue Shares and/or related instruments for their own account. Except as required by applicable law or regulation, Hoare Govett does not propose to make any public disclosure in relation to such transactions. 

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. 

Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

The statements contained in this announcement that are not historical facts may be "forward-looking'' statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Wagon's control and all of which are based on Wagon's current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes'', "expects'', "may'', "will'', "could'', "should'', "intends'', "estimates'', "plans'', "assumes'' or "anticipates'' or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, Wagon or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of Wagon. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Wagon and its subsidiaries. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement and neither Wagon nor the Sponsor undertakes no duty to, and will not necessarily, update any of them in light of new information or future events, except to the extent required by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure Rules and Transparency Rules.

Without limitation, the contents of the websites of the Group do not form part of this announcement.

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