REG-Lancashire Hld Ltd: Proposed Placing of New Common Shares

Lancashire HoldingsAnnouncement

09/06/2020 16:40

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION IN THEM, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI: 5493002UNUYXLHOWF752

For immediate release

9 June 2020

LANCASHIRE HOLDINGS LIMITED

Proposed Placing of New Common Shares

Lancashire Holdings Limited (“Lancashire” or the “Company”) announces
its intention to issue new equity, in order to take advantage of (re)insurance
opportunities related to the increase in rates in the markets in which the
Company’s underwriting platforms operate, through a non-pre-emptive placing
(the “Placing”) of up to approximately 39.6 million new Common Shares
(with a par value of US$0.50 per share in the capital of the Company) (the
“Placing Shares”).

The Placing Shares will not exceed 19.5% of the Company’s existing issued
share capital, which, based on the price of 726 pence per common share as at
4.00 p.m. on 9 June 2020, would raise gross proceeds of approximately £287
million (approximately US$365 million).

The Placing will be conducted through an accelerated bookbuilding process (the
“Bookbuild”) which will be launched immediately following this
announcement. The Placing is subject to the terms and conditions set out in
Appendix 1 to this announcement (which form part of this announcement, such
announcement and its Appendices together being this “Announcement”).

Background to and Reasons for the Placing

Lancashire intends to use the proceeds of the Placing to fund organic growth
and take advantage of rate rises that the Company is currently seeing across
the majority of its business lines. Lancashire expects these growth
opportunities to be strongly aligned to Lancashire’s core areas of
underwriting expertise and relationships.

Lancashire’s long-term strategy is to deploy more capital into a
“hardening” market, in which pricing strengthens due to market capital
constraints, and to lower the amount of capital it deploys in “softer”
markets, where pricing is weaker due to an over-supply of risk capital.
 Lancashire matches its capital to the market opportunity, and has
historically returned capital to investors when it has not been required to
support attractive underwriting opportunities. This strategy has generated
attractive returns across the economic cycle, having delivered an average RoE
of 17.2% and an average combined ratio of 70.7% since the Group’s inception.

Improving (Re)insurance Pricing Environment     

Prior to 2017, there had been protracted “softer” pricing conditions
within the international (re)insurance markets due to relatively lower levels
of catastrophe losses and strong capital supply. Since then, the market has
faced three challenging years featuring a large number of catastrophe losses,
following which the rating environment started to improve. At the beginning of
2020, the Group took the decision to retain most of its 2019 profits, by not
paying a special dividend, in anticipation of continued improving market
conditions, which were evidenced during the first quarter of this year. As the
Company announced in its first quarter trading update, published on 30 April
2020, first quarter gross premiums written increased by 11.8% year on year to
$242.8 million with a Renewal Price Index (“RPI”) of 108%.

Most significantly, the recent COVID-19 pandemic has generated (re)insurance
market losses both in terms of the claims environment and the negative impact
on the investment markets.  In the face of these challenges there has been a
retrenchment in (re)insurance market risk capital and capacity. This in turn
has led recently to continued rate increases in many of the Group’s core
insurance segments and accelerated rating dislocation in the catastrophe
exposed reinsurance lines. For example, the Company has seen, to date, rate
rises of 20%-30% for 1 June renewals in the Florida property catastrophe
portfolio. Lancashire expects the momentum of rising rates to continue in this
and other classes of business across its portfolio during the rest of this
year and throughout 2021.

Whilst Lancashire remains strongly capitalised and has sufficient capital
headroom to take some advantage of the current rate momentum, the rapid
increase in rates and dislocation in reinsurance and retrocession markets that
are currently being witnessed imply a return to a traditional “hard”
market over the next six to 12 months. The Placing and resultant increase in
capital will allow Lancashire to take full advantage of this market
opportunity, if it develops in the way Lancashire considers likely.

Active Capital Management

Lancashire remains committed to a disciplined underwriting strategy and an
active capital management approach in line with its long-term strategy. To
date, the Company has returned in excess of $2.8 billion of capital to
shareholders since inception, which amounts to 108.1% of comprehensive income.
The compound annual return since inception has been 17.2%.

The Lancashire Board of Directors (the “Board”) believes that raising
capital to respond rapidly and in size to take advantage of the current market
opportunity offers the potential for superior returns compared to those seen
in more recent years. The net proceeds of the Placing will therefore be
deployed to enable Lancashire to take advantage of market opportunities in a
number of areas, including natural catastrophe business where expected rate
increases are likely to be more pronounced in the US, and new lines of
business which Lancashire believes will now generate strong returns.

The Board also believes that there are opportunities to broaden the Group’s
existing customer relationships and to attract new business. The Group
anticipates being able to offer larger, better priced participations to
existing clients and to develop new client relationships in what is likely to
be a more dislocated market environment.

Lancashire’s efficient operating model with platforms based in Bermuda and
the UK, including Lloyd’s, and access to third party capital via its
Lancashire Capital Management platform, positions the Group advantageously to
capture these market opportunities.

Update on Current Trading

Following the publication of its trading update for the first quarter of 2020
on 30 April 2020, Lancashire has continued to trade in line with, or better
than, its expectations, noting the marked improvement in pricing as the second
quarter progresses.

The COVID-19 pandemic is still an ongoing situation, making it exceptionally
difficult to predict what the ultimate impact for the Group will be. As
previously announced, Lancashire’s provisional loss estimate for COVID-19 is
$35 million, net of reinsurance and reinstatement provision, based on claims
notified and expected to be notified. Lancashire has not seen any trends in
claims activity since 30 April 2020 that would indicate any material change to
this estimate at this time. As noted in the Company’s recent trading
statement, Lancashire does not write the following lines of business: travel
insurance; trade credit; accident and health; Directors’ and Officers’
liability; medical malpractice; and long-term life. Lancashire has minimal
exposure to mortgage business and is exposed to a small number of event
cancellation contracts.

Since 31 March 2020, the unrealised investment losses in Lancashire’s
investment portfolio have reversed and its total net investment return for the
2020 year to 29 May 2020 was 0.5%.

Lancashire’s final ordinary dividend for 2019 of $0.10 per Common Share, or
$20.1 million, was approved by shareholders at its AGM on 29 April 2020 and
was paid on 5 June 2020 to shareholders of record on 11 May 2020.
Lancashire’s dividend policy takes into account both ordinary and special
dividends, with annual ordinary interim and final dividends intentionally
being low so that they can be paid in the majority of circumstances. Absent
extraordinary circumstances, the Board currently expects to approve the annual
ordinary interim dividend of $0.05 per Common Share at its planned July 2020
Board meeting.

Details of the Placing

The Company is seeking to issue Placing Shares representing, in aggregate, up
to 19.5% of its existing issued share capital on a non-pre-emptive basis
pursuant to the Placing. Therefore, the Board and senior management have
consulted with the Company’s major shareholders ahead of the release of this
Announcement. The Placing structure has been chosen as it minimises cost, time
to completion and use of management time at an important and unprecedented
time in the (re)insurance industry and the wider global economy.

The Board considers that the Placing is in the best interests of all the
shareholders in the Company, as well as wider stakeholders in the Company.
This conclusion has been endorsed by that consultation. A presentation has
been made available on the Company’s website which contains further
information relevant to the Placing.

Morgan Stanley & Co. International plc (“Morgan Stanley”) is acting as
Sole Global co-ordinator in connection with the Placing (the “Sole Global
Co-ordinator”) and Morgan Stanley and Citigroup Global Markets Limited
(“Citigroup”) are each acting as joint bookrunners in connection with the
Placing (Morgan Stanley and Citigroup together, the “Joint Bookrunners”).
Morgan Stanley and Citigroup are also the Company’s Corporate Brokers.

The Company and the Joint Bookrunners have entered into a placing agreement
dated 9 June 2020 in connection with the Placing (the “Placing
Agreement”).

The Joint Bookrunners will commence the Bookbuild immediately following the
release of this Announcement in respect of the Placing. The price at which the
Placing Shares are to be placed (the “Placing Price”) will be determined
at the close of the Bookbuild.

The book will open with immediate effect following this Announcement. The
timing of the closing of the book, pricing and allocations are at the absolute
discretion of the Company and the Sole Global Co-ordinator. Details of the
Placing Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.

The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the existing Common Shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid after the date of issue.

Applications will be made (i) to the Financial Conduct Authority (the
“FCA”) for admission of the Placing Shares to the premium listing segment
of the Official List of the FCA (the “Official List”); and (ii) to London
Stock Exchange plc (the “London Stock Exchange”) for admission of the
Placing Shares to trading on its Main Market for listed securities (together,
“Admission”).

Settlement for the Placing Shares and Admission is expected to take place on
or before 8.00 a.m. (London time) on 12 June 2020 (or such later date as may
be agreed between the Company and the Sole Global Co-ordinator). The Placing
is conditional upon, among other things, Admission becoming effective and the
Placing Agreement not being terminated in accordance with its terms prior to
Admission. Appendix 1 to this Announcement sets out further information
relating to the terms and conditions of the Placing.

Market Abuse Regulation (MAR) Disclosure

This Announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 (“MAR”). Upon the publication of this
Announcement, the inside information will be considered to be in the public
domain for the purposes of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this Announcement is being made on behalf of the Company by
Christopher Head, Group Company Secretary.

For further information, please contact:

Lancashire Holdings Limited
Christopher Head                               +44 20 7264
4145
Group Company Secretary              chris.head@lancashiregroup.com
Jelena Bjelanovic                             +44 20 7264 4066
Group Head of Investor Relations                
jelena.bjelanovic@lancashiregroup.com

Morgan Stanley (Sole Global Co-ordinator, Joint Bookrunner and Joint Corporate
Broker)
Ben Grindley               +44 20 7425 8000
Paul Miller
Marina Shchukina
Luka Kezic

Citigroup (Joint Bookrunner and Joint Corporate Broker)
Peter Brown                   +44 20 7986 4000
Nicolas Desombre
Paddy Evans
Robert Farrington

FTI Consulting (Public Relations)              +44 20 3727 1046
Edward Berry                        Edward.Berry@FTIConsulting.com
Tom Blackwell                     
 Tom.Blackwell@FTIConsulting.com

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the “Important Notices”
section of this Announcement.

Important Notices

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners or by any of their respective Affiliates or
agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out herein are for information
purposes only and are directed at and may only be communicated to (a) in the
European Economic Area (“EEA”), persons who are “qualified investors”
within the meaning of Article 2(e) of the Prospectus Regulation (Regulation
(EU) 2017/1129) (“Qualified Investors”); and (b) in the United Kingdom,
Qualified Investors who are also (i) persons having professional experience in
matters relating to investments who fall within the definition of
“investment professionals” in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high
net worth bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the Order; or
(iii) persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as “Relevant Persons”).

Any investment or investment activity to which this Announcement relates is
only available to, and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent financial
adviser.

The distribution of this Announcement and the offering, placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, any of the Joint Bookrunners or any of
their respective Affiliates, agents, directors, officers or employees that
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and each of the Joint Bookrunners to inform themselves about and to
observe any such restrictions.

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA, THE DISTRICT OF
COLUMBIA AND ALL OTHER AREAS SUBJECT TO ITS JURISDICTION AND ANY POLITICAL
SUB-DIVISION THEREOF (COLLECTIVELY, THE “UNITED STATES”), AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

Neither this Announcement nor any part of it constitutes or forms part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the securities referred to herein is
being made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the “Securities
Act”) or under the securities laws of any state or other jurisdiction of the
United States, and may not be offered or sold directly or indirectly in, into
or within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with the securities laws of any state or any other
jurisdiction of the United States. The securities referred to herein may not
be offered and sold within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act.

This Announcement and the terms and conditions set out herein are for
information purposes only and are directed at and may only be communicated to
persons in Canada who are both “accredited investors” within the meaning
of National Instrument 45-106 – Prospectus Exemptions (or section 73.3(1) of
the Securities Act (Ontario), as applicable) and “permitted clients”
within the meaning of National Instrument 31-103 – Registration
Requirements, Exemptions and Ongoing Registrant Obligations.

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the “MiFID II Product Governance Requirements”), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any ‘manufacturer’ (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
securities referred to herein have been subject to a product approval process,
which has determined that such securities referred to herein are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the “Target Market
Assessment”). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the securities referred to herein may decline
and investors could lose all or part of their investment; the securities
referred to herein offer no guaranteed income and no capital protection; and
an investment in the securities referred to herein is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, each of the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase or take any other action whatsoever with respect to the
securities referred to herein. Each distributor is responsible for undertaking
its own target market assessment in respect of the securities referred to
herein and determining appropriate distribution channels.

By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (each a “Placee”) by making an oral and
legally binding offer to acquire Placing Shares will be deemed (i) to have
read and understood this Announcement in its entirety, (ii) to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix 1 to this Announcement, and (iii) to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.

Certain statements contained in this Announcement constitute
“forward-looking statements” with respect to the financial condition,
performance, strategic initiatives, objectives, results of operations and
business of the Company and its consolidated subsidiaries and subsidiary
undertakings (the “Group”). All statements other than statements of
historical facts included in this Announcement are, or may be deemed to be,
forward-looking statements. Without limitation, any statements preceded or
followed by or that include the words “believes”, “anticipates”,
“plans”, “projects”, “forecasts”, “guidance”, “intends”,
“expects”, “estimates”, “predicts”, “may”, “can”,
“likely”,  “will”, “seeks”, “should”, or, in each case, their
negative or comparable terminology and similar statements are of a future or
forward-looking nature. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of the Group to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. For a description of some of these
factors, see the Company’s annual report and accounts for the year ended 31
December 2019 (the “Annual Report and Accounts”). In addition to those
factors contained in the Annual Report and Accounts, any forward-looking
statements contained in this Announcement may be affected by the impact of the
COVID-19 pandemic on the Group’s clients, the securities in its investment
portfolio and on global financial markets generally, as well as any
governmental or regulatory changes or judicial interpretations, including
policy coverage issues arising therefrom.

Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
hereof. In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement may not
occur. The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company, its directors and the
Joint Bookrunners each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the UK Listing Rules (the “Listing Rules”),
MAR, the Disclosure Guidance and Transparency Rules (the “DTRs”), the
rules of the London Stock Exchange or the FCA.

Any indication in this Announcement of the price at which Common Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

Any estimates relating to loss events (including, without limitation, the
estimates contained in this Announcement in relation to COVID-19) involve the
exercise of considerable judgement and reflect a combination of ground-up
evaluations, information available to date from brokers and insureds, market
intelligence, initial and/or tentative loss reports and other sources.
Judgements in relation to loss arising from natural catastrophe and man-made
events are influenced by complex factors. The Group cautions as to the
preliminary nature of the information used to prepare such estimates as
subsequently available information may contribute to an increase in these
types of losses.

The Group’s reserves are estimated using actuarial and statistical
projections based on the Group’s expectations at the time of the ultimate
settlement and administration of claims based on facts and circumstances then
known, predictions of future events, estimates of future trends in claims
severity and other variable factors such as inflation and new concepts of
liability. As additional information is developed, it is necessary to revise
estimated potential claims and therefore the Group’s reserves. The inherent
uncertainties of estimating claim reserves are exacerbated in respect of
reinsurance by the significant periods of time that often elapse between the
occurrence of an insured loss, the reporting of the loss to the primary
insurer and, ultimately, to the reinsurer, and the primary insurer’s payment
of that loss and subsequent indemnification by the reinsurer.

The RPI is an internal methodology that management uses to track trends in
premium rates of a portfolio of insurance and reinsurance contracts. The RPI
written in the respective segments is calculated on a per contract basis and
reflects management’s assessment of relative changes in price, terms,
conditions and limits and is weighted by premium volume. The calculation
involves a degree of judgement in relation to comparability of contracts and
the assessment noted above. To enhance the RPI methodology, management may
revise the methodology and assumptions underlying the RPI, so the trends in
premium rates reflected in the RPI may not be comparable over time.
Consideration is only given to renewals of a comparable nature so it does not
reflect every contract in the portfolio of contracts. The future profitability
of the portfolio of contracts within the RPI is dependent upon many factors
besides the trends in premium rates.

Each of the Joint Bookrunners are authorised by the Prudential Regulatory
Authority (the “PRA”) and regulated in the United Kingdom by the PRA and
the FCA. Each of the Joint Bookrunners are acting exclusively for the Company
and no one else in connection with the Placing, the content of this
Announcement and other matters described in this Announcement. None of the
Joint Bookrunners will regard any other person as its client in relation to
the Placing, the content of this Announcement and other matters described in
this Announcement and will be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to the Placing, the
content of this Announcement or any other matters referred to in this
Announcement.

In connection with the Placing, each of the Joint Bookrunners and any of their
respective Affiliates, acting as investors for their own account, may take up
a portion of the Placing Shares in the Placing as a principal position and in
that capacity may retain, purchase, sell, offer to purchase or sell for their
own accounts such Placing Shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition,
placing or dealing by, each of the Joint Bookrunners and any of their
respective Affiliates acting in such capacity. In addition, each of the Joint
Bookrunners and any of their respective Affiliates may enter into financing
arrangements (including swaps, warrants or contracts for differences) with
investors in connection with which each of the Joint Bookrunners and any of
their respective Affiliates may from time to time acquire, hold or dispose of
shares. Neither of the Joint Bookrunners intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Each of the Joint Bookrunners and their respective Affiliates may have engaged
in transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their respective businesses to, the Company and/or its Affiliates for which
they would have received customary fees and commissions. Each of the Joint
Bookrunners and their respective Affiliates may provide such services to the
Company and/or its Affiliates in the future.

Neither the content of the Company’s website (or any other website) nor the
content of any website accessible from hyperlinks on the Company’s website
(or any other website) is incorporated into or forms part of this
Announcement. Following Admission, a secondary listing of the Placing Shares
will be sought on the Bermuda Stock Exchange. The Placing Shares to be issued
or sold pursuant to the Placing will not be admitted to trading on any stock
exchange other than the London Stock Exchange and the Bermuda Stock Exchange.

Appendix 1

Terms and Conditions of the Placing for invited Placees only

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THIS “ANNOUNCEMENT”) IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE “EEA”), PERSONS WHO ARE QUALIFIED INVESTORS
(“QUALIFIED INVESTORS”), BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE “PROSPECTUS
REGULATION”); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE
(I) PERSONS WHO FALL WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONAL” IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC”) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE
TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER
THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD
OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES
ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO
PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE
IN THE UNITED KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED AT AND MAY
ONLY BE COMMUNICATED TO PERSONS IN CANADA WHO ARE BOTH “ACCREDITED
INVESTORS” WITHIN THE MEANING OF NATIONAL INSTRUMENT 45-106 – PROSPECTUS
EXEMPTIONS (OR SECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE)
AND “PERMITTED CLIENTS” WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103
– REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS.

Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix 2.

This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in connection with the
Placing in the United Kingdom, the United States, any other Restricted
Territory or elsewhere.

This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, the Republic of South Africa or Japan or in any
jurisdiction in which such release, publication or distribution is unlawful
(each a “Restricted Territory”). The distribution of this Announcement and
the Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company or by the Joint Bookrunners or any of their respective Affiliates, or
any of its or their respective Affiliates’ directors, officers, employees,
agents or advisers which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. Persons
(including, without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required by the Company and each of the
Joint Bookrunners to inform themselves about, and to observe, any such
restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in the UK only
in circumstances to which section 21(1) of the Financial Services and Markets
Act 2000, as amended (“FSMA”) does not apply.

The Placing has not been approved and will not be approved or disapproved by
the US Securities and Exchange Commission, any State securities commission or
any other regulatory authority in the United States, or the Registrar of
Companies in Bermuda or the Bermuda Monetary Authority nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Joint Bookrunners or any of their respective Affiliates, or
any of their or their respective Affiliates’ directors, officers, employees,
agents or advisers as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to
or publicly available to any party or its advisers, and any liability
therefore is expressly disclaimed.

The Joint Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.

None of the Company or the Joint Bookrunners, or their respective Affiliates,
or any of their or their respective Affiliates’ directors, officers,
employees, agents or advisers makes any representation or warranty, express or
implied, to any Placees regarding any investment in the securities referred to
in this Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business, financial,
accounting and related aspects of an investment in the Placing Shares.

By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer on the terms and
conditions contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, indemnities
acknowledgements and undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;
2. except as otherwise permitted by the Company and the Sole Global
Co-ordinator and subject to any available exemptions from applicable
securities laws, it and any account with respect to which it exercises sole
investment discretion, is either (i) outside the United States subscribing for
the Placing Shares in an offshore transaction as defined in and in accordance
with Regulation S under the Securities Act or (ii) a “qualified
institutional buyer” as defined in Rule 144A under the Securities Act
(“Rule 144A”); and
3. if it is a financial intermediary, as that term is used in Article 2(d) of
the Prospectus Regulation, that it understands the resale and transfer
restrictions set out in this Appendix and that any Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a Member State of the EEA to Qualified
Investors or in the United Kingdom to Relevant Persons or in circumstances in
which the prior consent of the Sole Global Co-ordinator has been given to each
such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Defined terms used in this Appendix are set out in Appendix 2.

Bookbuild

Following this Announcement, the Joint Bookrunners will commence a
bookbuilding process in respect of the Placing (the “Bookbuild”) to
determine demand for participation in the Placing by Placees. No commissions
will be paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect following the release of this
Announcement. Members of the public are not entitled to participate in the
Placing. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.

Details of the Placing Agreement and of the Placing Shares

The Joint Bookrunners are acting as placing agents and joint bookrunners in
connection with the Placing. The Joint Bookrunners have entered into an
agreement with the Company (the “Placing Agreement”) under which, subject
to the conditions set out therein, the Joint Bookrunners, as agents for and on
behalf of the Company, will agree to use their respective reasonable
endeavours to procure Placees for the Placing Shares at a price determined
following completion of the Bookbuild and as set out in the Placing Agreement,
and to the extent that, following the execution of the Terms of Placing (as
defined below) (if executed) by all the parties to the Placing Agreement, any
Placee defaults in paying the Placing Price in respect of any of the Placing
Shares allocated to it, to subscribe in their agreed proportions for such
Placing Shares at the Placing Price on the Closing Date.

The price per Common Share at which the Placing Shares are to be placed (the
“Placing Price”) and the final number of Placing Shares will be decided at
the close of the Bookbuild following the execution of the terms of placing by
the Company and the Joint Bookrunners (the “Terms of Placing”). The timing
of the closing of the book, pricing and allocations are at the discretion of
the Company and the Sole Global Co-ordinator. Details of the Placing Price and
the number of Placing Shares will be announced as soon as practicable after
the close of the Bookbuild.

The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid and will rank pari passu in all respects with the
existing Common Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Common Shares after the
date of issue. The Placing Shares will be issued free of any encumbrances,
liens or other security interests. Placees will receive Depositary Interests
representing Placing Shares in CREST (as defined below). The Placing Shares
will be allotted to the Depositary or its nominated custodian and, as soon as
practical following Admission (as defined below), the Depositary shall issue
Depositary Interests to the CREST account of Morgan Stanley (as settlement
manager) to be held by Morgan Stanley as nominee for the relevant Placees,
pending transfer of the legal title to those Depositary Interests to the
relevant Placees.

The Placing will be effected by way of a placing of new Common Shares in the
Company for non-cash consideration. Morgan Stanley will subscribe for ordinary
shares and redeemable preference shares in Project Lincoln Funding Limited, a
wholly owned subsidiary of the Company, for an amount equal to the gross
proceeds of the Placing. The Company will allot and issue the Placing Shares
on a non-pre-emptive basis to Placees in consideration for the transfer to it
of the ordinary shares and redeemable preference shares in Project Lincoln
Funding Limited that will have been allotted and issued to Morgan Stanley.

Application for admission to trading

The Company will apply to the Financial Conduct Authority (the “FCA”) for
admission of the Placing Shares to the premium listing segment of the Official
List of the FCA (the “Official List”) and to London Stock Exchange plc
(the “London Stock Exchange”) for admission to trading of the Placing
Shares on its Main Market for listed securities (“Admission”). It is
expected that Admission will become effective at 8.00 a.m. (London time) on 12
June 2020 (or such later date as may be agreed between the Company and the
Sole Global Co-ordinator).

Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing as agent of the Company.
Participation will only be available to persons who may lawfully be, and are,
invited to participate by the Joint Bookrunners. The Joint Bookrunners and
their respective Affiliates are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish the Placing Price payable to
the Joint Bookrunners by all Placees whose bids are successful. The Placing
Price and the aggregate proceeds to be raised through the Placing will be
agreed between the Sole Global Co-ordinator and the Company following
completion of the Bookbuild. Any discount to the market price of the Common
Shares will be determined in accordance with the FCA Listing Rules published
pursuant to Part VI of FSMA and applicable guidelines. The Placing Price will
be announced on a Regulatory Information Service following the completion of
the Bookbuild (or such later date as may be agreed between the Company and the
Sole Global Co-ordinator).
3. To bid in the Bookbuild, Placees should communicate their bid by telephone
or in writing to their usual sales contact at one of the Joint Bookrunners.
Each bid should state the number of Placing Shares which the prospective
Placee wishes to acquire either at the Placing Price which is ultimately
established by the Company and the Sole Global Co-ordinator or at prices up to
a price limit specified in its bid. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 6 below.
4. The Bookbuild is expected to close no later than 8.00 p.m. (London time) on
9 June 2020, being the date of this the Announcement, but may be closed
earlier or later, at the discretion of the Sole Global Co-ordinator. The Joint
Bookrunners may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
5. Each Placee’s allocation will be confirmed to Placees orally by the
relevant Joint Bookrunner following the close of the Bookbuild, and a contract
note will be dispatched as soon as possible thereafter. Subject to paragraph 7
below, the relevant Joint Bookrunner’s oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of such Joint Bookrunner and the
Company, under which such Placee agrees to acquire the number of Placing
Shares allocated to it and to pay the relevant Placing Price on the terms and
conditions set out in this Appendix and in accordance with the Company’s
Bye-laws.
6. Subject to paragraphs 2 and 3 above, the Sole Global Co-ordinator will, in
effecting the Placing, agree with the Company the identity of the Placees and
the basis of allocation of the Placing Shares and may scale down any bids for
this purpose on such basis as it may determine. The Joint Bookrunners may
also, notwithstanding paragraphs 2 and 3 above and subject to the prior
consent of the Company, (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of offers shall be at the
absolute discretion of the Joint Bookrunners.
7. The allocation of Placing Shares to Placees located in the United States
shall be conditional on the receipt, compliance and/or execution (as may be
applicable) by each Placee of or with an investor representation letter (each
an “Investor Representation Letter”) in the form provided to it by one of
the Joint Bookrunners or its Affiliates.
8. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and, except with the relevant Joint Bookrunner’s
consent, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as
agent of the Company), to pay it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of Placing
Shares that such Placee has agreed to acquire. Such Placees’ obligations
will be owed to the Company and to the relevant Joint Bookrunner.
9. Except as required by law or regulation, no press release or other
announcement will be made by the Joint Bookrunners or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee’s prior written consent.
10. Irrespective of the time at which a Placee’s allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under “Registration and settlement”.
11. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under “Conditions of the Placing” and to the Placing not being terminated
on the basis referred to below under “Termination of the Placing
Agreement”.
12. By participating in the Bookbuild, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee after confirmation (oral or otherwise) by a Joint Bookrunner.
13. To the fullest extent permissible by law, none of the Joint Bookrunners,
the Company or any of their respective Affiliates shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of the Joint
Bookrunners, nor the Company, nor any of their respective Affiliates shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Bookrunners’ conduct of
the Bookbuild or of such alternative method of effecting the Placing as the
Joint Bookrunners, their respective Affiliates and the Company may agree.
Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Joint
Bookrunners’ obligations under the Placing Agreement are conditional on
certain conditions, including:
1. the Terms of Placing having been executed by the Company and the Joint
Bookrunners;
2. the publication by the Company of the results of the Placing on a
Regulatory Information Service;
3. the Company having complied with its obligations under the Placing
Agreement (including the delivery of certain documents) or under the terms or
conditions of the Placing which fall to be performed on or prior to the date
of the closing of the Placing save where, in the opinion of the Sole Global
Co-ordinator, acting in good faith, such non-compliance is not (singly or in
the aggregate) material in the context of the Placing or Admission;
4. other than certain announcements contemplated in connection with the
Placing and Admission, no supplementary announcement being required to be
published in connection with the Placing prior to Admission other than would
not, in the good faith opinion of the Sole Global Co-ordinator, be expected to
be adverse to the Placing;
5. each of the warranties on the part of the Company in the Placing Agreement
being true and accurate and not misleading on the date of the Placing
Agreement, the time of execution of the Terms of Placing and the date of
Admission as though they had been given and made on such date by reference to
the facts and circumstances then subsisting;
6. the Company allotting, subject only to Admission, the Placing Shares in
accordance with the Placing Agreement;
7. the option agreement (the “Option Agreement”) and the subscription and
transfer agreement (the “Subscription and Transfer Agreement”) each having
been duly executed and delivered by the parties thereto and there having
occurred no material default or material breach of the terms thereof and the
Option Agreement and the Subscription and Transfer Agreement remaining in full
force and effect and not having been amended or terminated (including no
notice having been given in respect of its termination) and no condition
having become incapable of satisfaction, in each case prior to the date of the
closing of the Placing;
8. each condition to enable the Depositary Interests to be issued to or for
the benefit of prospective holders of Placing Shares, other than Admission,
being satisfied on or before Admission; and
9. Admission of the Placing Shares occurring at or before 8:00 a.m. (London
time) on the date of the closing of the Placing (or such later date as the
Company and the Sole Global Co-ordinator may agree in writing).
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Sole Global Co-ordinator by the relevant time or date specified (or such later
time or date as the Company and the Sole Global Co-ordinator may agree); or
(ii) the Placing Agreement is terminated in the circumstances specified below,
the Placing will lapse and the Placees’ rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect thereof.

The Sole Global Co-ordinator may, at its discretion, extend the time for
satisfaction of any condition or waive compliance by the Company with the
whole or any part of any of the Company’s obligations in relation to the
conditions in the Placing Agreement save that the above conditions relating,
inter alia, to (i) the execution of the Terms of Placing, (ii) Admission
taking place, (iii) the Company allotting and/or issuing, as applicable, the
Placing Shares and (iv) the publication by the Company of the results of the
Placing may not be waived. Any such extension or waiver will not affect
Placees’ commitments as set out in this Announcement.

None of the Joint Bookrunners nor any of their respective Affiliates, nor any
of its or their respective Affiliates’ directors, officers, employees,
agents or advisers shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in respect of any
decision it may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing nor for any
decision it may make as to the satisfaction of any condition or in respect of
the Placing generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the Joint
Bookrunners.

By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under “Termination of the Placing Agreement” below, and will not be
capable of rescission or termination by the Placee.

Termination of the Placing Agreement

The Sole Global Co-ordinator is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia, if: (i) there has been a breach by the
Company of any of the warranties contained in the Placing Agreement; (ii)
there has been a breach by the Company of any undertakings or covenants
contained in the Placing Agreement which, in the opinion of the Sole Global
Co-ordinator, acting in good faith, is material in the context of Admission or
the Placing; (iii) in the opinion of the Sole Global Co-ordinator, acting in
good faith, there has been a Material Adverse Change, whether or not such
Material Adverse Change was foreseeable at the date of the Placing Agreement;
(iv) the applications for Admission are withdrawn or refused by the FCA or the
London Stock Exchange;  (v) a statement published by the Company in relation
to the Placing is or has become untrue or incorrect or misleading, or any
matter has arisen which would, if the statements published by the Company in
relation to the Placing were to be issued at that time, constitute an
inaccuracy or omission therefrom, in each case which the Sole Global
Co-ordinator, acting in good faith, considers to be material in the context of
the Placing or Admission; or (vi) where any of the following events have
occurred and the effect of which is such as to make it, in the opinion of the
Sole Global Co-ordinator, acting in good faith, impracticable or inadvisable
to proceed with the Placing, to enforce contracts for the sale of the Placing
Shares, or may materially and adversely impact dealing in the Placing Shares
following Admission: a material adverse change in international financial
markets; any outbreak or escalation of hostilities, war, act of terrorism,
declaration of emergency or martial law or other calamity or crisis or event
or any change or development involving a prospective change in national or
international political, financial, economic, monetary or market conditions; a
suspension or limitation to trading in any securities of the Company or to
trading generally on the New York Stock Exchange, the NASDAQ National Market
or the London Stock Exchange; a material disruption in commercial banking or
securities settlement or clearance; a material adverse change in taxation; the
imposition of exchange controls; or the declaration of a banking moratorium.

By participating in the Placing, Placees agree that the exercise by the Sole
Global Co-ordinator of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company or
the Sole Global Co-ordinator or for agreement between the Company and the Sole
Global Co-ordinator (as the case may be) and that neither the Company nor the
Sole Global Co-ordinator need make any reference to, or consultation with,
Placees and that neither the Company nor the Sole Global Co-ordinator, nor any
of its Affiliates, nor any of its or their respective Affiliates’ directors,
officers, employees, agents or advisers shall have any liability to Placees
whatsoever in connection with any such exercise.

No prospectus

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Placing, and Placees’ commitments will be made solely on the
basis of publicly available information taken together with the information
contained in this Announcement, and any Exchange Information (as defined
below) previously published by or on behalf of the Company simultaneously with
or prior to the date of this Announcement and subject to the further terms set
forth in the contract note (referred to in paragraph 5 above under
“Participation in, and principal terms of, the Placing”) to be provided to
individual prospective Placees.

Each Placee, by participating in the Placing, agrees that the content of this
Announcement and the publicly available information released by or on behalf
of the Company is exclusively the responsibility of the Company and confirms
to the Joint Bookrunners and the Company that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Group (other than publicly available information) or
the Joint Bookrunners or their respective Affiliates or any other person and
none of the Joint Bookrunners or the Company, or any of their respective
Affiliates or any other person will be liable for any Placee’s decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position
of the Group in making an offer to participate in the Placing. Nothing in this
paragraph shall exclude or limit the liability of any person for fraudulent
misrepresentation by that person.

Lock-up

The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and 90 calendar days after the Closing Date, it will
not, without the prior written consent of the Sole Global Co-ordinator, enter
into certain transactions involving or relating to the Common Shares, subject
to certain customary carve-outs agreed between the Sole Global Co-ordinator
and the Company.

By participating in the Placing, Placees agree that the exercise by the Sole
Global Co-ordinator of any power to grant consent to waive the undertaking by
the Company of a transaction which would otherwise be subject to the lock-up
under the Placing Agreement shall be within the absolute discretion of the
Sole Global Co-ordinator and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Depositary Interests representing the
Placing Shares (ISIN: BMG5361W1047) following Admission will take place within
the relevant system administered by Euroclear (“CREST”), using the
delivery versus payment mechanism, subject to certain exceptions. Subject to
certain exceptions, the Joint Bookrunners and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares to Placees by such
other means that they deem necessary if delivery or settlement of Depositary
Interests representing the Placing Shares is not practicable in CREST within
the timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee’s jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating the number
of Placing Shares to be allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the Joint Bookrunners and settlement
instructions. Placees should settle against Morgan Stanley CREST Participant
ID: 50703 Member Account ID: FIRM. It is expected that such contract note will
be despatched on or around 10 June 2020 and that this will also be the trade
date.

Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Joint Bookrunner.

The Company will procure that the Depositary shall deliver the Depositary
Interests representing the Placing Shares to a CREST account operated by
Morgan Stanley as agent for the Company and Morgan Stanley will enter its
delivery (DEL) instruction into the CREST system. Morgan Stanley will hold any
Depositary Interests representing the Placing Shares delivered to this account
as nominee for the Placees. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant Depositary
Interests representing the Placing Shares to that Placee against payment.

It is expected that settlement of the Depositary Interests representing the
Placing Shares will be on 12 June 2020 on a T+2 basis in accordance with the
instructions given to the Joint Bookrunners.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee agrees that, if it does not comply with these obligations, the
Joint Bookrunners may subscribe for and retain such shares as principal or may
sell any or all of the Placing Shares and/or Depositary Interests representing
those Placing Shares allocated to that Placee on such Placee’s behalf and
retain from the proceeds, for the Company’s account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and shall be required to bear any stamp duty,
stamp duty reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares
and/or Depositary Interests representing the Placing Shares. The foregoing is
without prejudice to any cause of action the Joint Bookrunners may have
against a defaulting Placee. If Placing Shares and/or Depositary Interests
representing the Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is copied and
delivered immediately to the relevant person within that organisation. Insofar
as Placing Shares and/or Depositary Interests representing the Placing Shares
are registered in a Placee’s name or that of its nominee or in the name of
any person for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares and/or Depositary Interests representing the
Placing Shares should, subject to as provided below, be so registered free
from any liability to UK stamp duty or UK stamp duty reserve tax. If there are
any circumstances in which any other stamp duty or stamp duty reserve tax
(and/or any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the Placing Shares
and/or Depositary Interests representing the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in
connection with any subsequent transfer of or agreement to transfer Placing
Shares and/or Depositary Interests representing the Placing Shares), neither
the Joint Bookrunners nor the Company shall be responsible for the payment
thereof.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such
Placee’s behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners (in their
capacity as joint bookrunners and as placing agents of the Company in respect
of the Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, the following:
1. it has read and understood this Announcement, including this Appendix, in
its entirety and that its subscription for and purchase of Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the Bookbuild,
the Placing, the Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document has been or
will be prepared in connection with the Placing or is required under the
Prospectus Regulation and it has not received and will not receive a
prospectus, admission document or other offering document in connection with
the Bookbuild, the Placing or the Placing Shares;
3. that certain Common Shares are admitted to trading on the London Stock
Exchange and that the Company is therefore required to publish certain
business and financial information in accordance with MAR and the rules and
practices of the London Stock Exchange and/or the FCA (collectively, the
“Exchange Information”), which includes a description of the nature of the
Company’s business and the Company’s most recent balance sheet and profit
and loss account, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able to obtain
or access such Exchange Information;
4. that none of the Joint Bookrunners, nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or information
regarding the Placing Shares, the Bookbuild, the Placing or the Company or any
other person other than this Announcement, nor has it requested any of the
Joint Bookrunners, the Company, or any of their respective Affiliates nor any
person acting on behalf of any of them to provide it with any such material or
information;
5. unless otherwise specifically agreed with the Joint Bookrunners, that they
are not, and at the time the Placing Shares are acquired, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful to make or
accept an offer to acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document, prospectus or
admission document be cleared or approved in respect of any of the Placing
Shares under the securities legislation of the United States or any other
Restricted Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or indirectly, in, into
or within those jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
6. that the content of this Announcement is exclusively the responsibility of
the Company and that none of the Joint Bookrunners or any of their respective
Affiliates or any person acting on their behalf has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without limitation, any
Exchange Information, and will not be liable for any Placee’s decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise. Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares, and that it has neither
received nor relied on any other information given or investigations,
representations, warranties or statements made by the Joint Bookrunners or the
Company and none of the Joint Bookrunners or the Company will be liable for
any Placee’s decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or statement. Each
Placee further acknowledges and agrees that it has relied on its own
investigation, examination and due diligence of the business, financial or
other position of the Company in deciding to participate in the Placing and
that none of the Joint Bookrunners or any of their respective Affiliates have
made any representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of them
expressly disclaims any liability in respect thereof;
7. that it has not relied on any information relating to the Company contained
in any research reports prepared by the Joint Bookrunners, any of their
respective Affiliates or any person acting on the Joint Bookrunners’ or any
or any of their respective Affiliates’ behalf and understands that (i) none
of the Joint Bookrunners or any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for public information
or any representation; (ii) none of the Joint Bookrunners or any of their
respective Affiliates nor any person acting on their behalf has or shall have
any liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of the Joint Bookrunners or any
of their respective Affiliates nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares (or, for the
avoidance of doubt, Depositary Interests representing the Placing Shares) will
not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that it is
not participating in the Placing as nominee or agent for any person to whom
the allocation, allotment, issue or delivery of the Placing Shares (and/or
Depositary Interests representing the Placing Shares) would give rise to such
a liability and that the Placing Shares (and/or Depositary Interests
representing the Placing Shares) are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer Placing
Shares (and/or Depositary Interests representing the Placing Shares) into a
clearance service;
9. that it acknowledges that no action has been or will be taken by the
Company, the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a public offer
of the Placing Shares and/or Depositary Interests representing the Placing
Shares (as appropriate) in any country or jurisdiction where any such action
for that purpose is required;
10. that it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that it has fully observed such laws and obtained all such governmental
and other guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action which will or
may result in the Joint Bookrunners, the Company or any of their respective
Affiliates acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
11. that it (and any person acting on its behalf) has all necessary capacity
and has obtained all necessary consents and authorities to enable it to commit
to its participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;
12. that it has complied with its obligations under the Criminal Justice Act
1993, MAR and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof (the
“Regulations”) and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If within a
reasonable time after a request for verification of identity, the Joint
Bookrunners have not received such satisfactory evidence, the Joint
Bookrunners may, in their absolute discretion, terminate the Placee’s
Placing participation in which event all funds delivered by the Placee to the
Joint Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally debited;
13. that it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make, and does make, the acknowledgments, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Joint Bookrunners and the Company for the performance of
all its obligations as a Placee in respect of the Placing (regardless of the
fact that it is acting for another person);
14. if in a Member State of the EEA, that it is a “Qualified Investor”
within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified
Investor”);
15. if in the United Kingdom, that it is a Qualified Investor: (i) who falls
within the definition of “investment professional” in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”) or (ii) who falls within Article 49(2)(a) to (d) (‘High Net
Worth Companies, Unincorporated Associations, etc.’) of the Order or (iii)
to whom this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
16. that it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentation or other materials
concerning the Placing, in or into the United States (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;
17. where it is acquiring the Placing Shares for one or more managed accounts,
it represents, warrants and undertakes that it is authorised in writing by
each managed account to acquire the Placing Shares for each managed account
and it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
18. that if it is a pension fund or investment company, it represents,
warrants and undertakes that its acquisition of Placing Shares is in full
compliance with applicable laws and regulations;
19. if it is acting as a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that the Placing Shares acquired
for by it in the Placing will not be acquired for on a non-discretionary basis
on behalf of, nor will they be acquired for with a view to their offer or
resale to, persons in a Member State of the EEA other than Qualified Investors
or persons in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Joint Bookrunners and the
Company has been given to the proposed offer or resale;
20. that it has not offered or sold and, prior to the expiry of a period of
six months from Admission, will not offer or sell any Placing Shares to
persons in the United Kingdom, except to Relevant Persons or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in the United Kingdom within the meaning of section 85(1) of
FSMA;
21. that any offer of Placing Shares may only be directed at persons in Member
States of the EEA or the United Kingdom who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA or the United
Kingdom prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any Member State of the EEA or the United Kingdom within the
meaning of the Prospectus Regulation;
22. that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
23. that it has complied and will comply with all applicable laws (including
all relevant provisions of FSMA) with respect to anything done by it in
relation to the Placing Shares in respect of anything done in, from or
otherwise involving, the United Kingdom;
24. if it has received any inside information about the Company in advance of
the Placing, it has not: (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of the
Company; or (iii) disclosed such information to any person except as permitted
by MAR, prior to the information being made publicly available;
25. that (i) it (and any person acting on its behalf) has capacity and
authority and is otherwise entitled to purchase the Placing Shares under the
laws of all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its participation in any
territory; (iii) it has not taken any action which will or may result in the
Company, the Joint Bookrunners, any of their respective Affiliates or any
person acting on their behalf being in breach of the legal and/or regulatory
requirements and/or any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and purchase
of the Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
26. that it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other Placees,
subscribed for or sold as the Joint Bookrunners may in their absolute
discretion determine (subject to the allocation policies agreed with the
Company) and without liability to such Placee. It will, however, remain liable
for any shortfall below the net proceeds of such sale and the placing proceeds
of such Placing Shares and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) due pursuant to the
terms set out or referred to in this Announcement which may arise upon the
sale of such Placee’s Placing Shares on its behalf;
27. that its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
acquire, and that the Joint Bookrunners or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
28. that none of the Joint Bookrunners nor any of their respective Affiliates
nor any person acting on their behalf, is making any recommendations to it, or
advising it regarding the suitability or merits of any transactions it may
enter into in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of the Joint
Bookrunners and that the Joint Bookrunners do not have any duties or
responsibilities to it for providing the protections afforded to their
respective clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of the Joint Bookrunners’ rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
29. that the person whom it specifies for registration as holder of the
Placing Shares and/or Depositary Interests representing the Placing Shares
will be (i) itself or (ii) its nominee, as the case may be. Neither the Joint
Bookrunners nor the Company or any of their respective Affiliates will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar duties or taxes (together with any interest or penalties) resulting
from a failure to observe this requirement. Each Placee and any person acting
on behalf of such Placee agrees to indemnify each of the Joint Bookrunners,
the Company and any of their respective Affiliates in respect of the same on
an after-tax basis on the basis that the Placing Shares and/or Depositary
Interests representing the Placing Shares will be allotted to the CREST stock
account of Morgan Stanley who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
30. that these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it subjects (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of any such agreements, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Joint Bookrunners or the Company in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
31. that each of the Joint Bookrunners, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and acknowledgements set
forth herein and which are given to each of the Joint Bookrunners on their own
behalf and on behalf of the Company and are irrevocable and it irrevocably
authorises each of the Joint Bookrunners and the Company to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein;
32. that it will indemnify on an after-tax basis and hold each of the Joint
Bookrunners, the Company and their respective Affiliates and any person acting
on their behalf harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of, directly or
indirectly, or in connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing;
33. that it acknowledges that it irrevocably appoints any director of the
Joint Bookrunners as its agent for the purposes of executing and delivering to
the Company and/or its registrars and/or the Depositary any documents on its
behalf necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
34. that it acknowledges that its commitment to acquire Placing Shares on the
terms set out herein and in the contract note will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company’s or the Joint
Bookrunners’ conduct of the Placing;
35. that in making any decision to acquire the Placing Shares (i) it has
sufficient knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares, (ii) it is
experienced in investing in securities of this nature in the Company’s
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own examination, due
diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of the
Placing, including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the Joint Bookrunners,
(iv) it has had sufficient time and access to information to consider and
conduct its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment and
has so conducted its own investigation to the extent it deems necessary for
the purposes of its investigation, (v) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of risk; and
(vi) it will not look to the Company, the Joint Bookrunners, any of their
respective Affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
36. that it acknowledges and agrees that none of the Joint Bookrunners or the
Company owe any fiduciary or other duties to it or any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement;
37. that it understands and agrees that it may not rely on any investigation
that the Joint Bookrunners or any person acting on its behalf may or may not
have conducted with respect to the Company and its Affiliates or the Placing
and the Joint Bookrunners have not made any representation or warranty to it,
express or implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the condition,
financial or otherwise, of the Company and its Affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the Placing Shares. It
acknowledges and agrees that no information has been prepared by, or is the
responsibility of, the Joint Bookrunners for the purposes of this Placing;
38. that it acknowledges and agrees that it will not hold any of the Joint
Bookrunners or any of their respective Affiliates or any person acting on
their behalf responsible or liable for any misstatements in or omission from
any publicly available information relating to the Group or information made
available (whether in written or oral form) relating to the Group (the
“Information”) and that none of the Joint Bookrunners or any person acting
on behalf of the Joint Bookrunners makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such Information;
39. that in connection with the Placing, each of the Joint Bookrunners and any
of their respective Affiliates may take up a portion of the Placing Shares in
the Company and in that capacity may retain, purchase or sell for its own
account such Placing Shares in the Company and any securities of the Company
or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or placed
should be read as including any issue, offering or placement of such shares in
the Company to the Joint Bookrunners and any of their respective Affiliates
acting in such capacity. In addition, certain of the Joint Bookrunners or any
of their respective Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with investors in
connection with which such Joint Bookrunners or any of their respective
Affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. None of the Joint Bookrunners or
any of their respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
40. that it acknowledges that the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of the United States, or any
state or other jurisdiction of the United States, nor approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. The Placing Shares have not been
registered or otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the securities laws
of any Restricted Territory and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within the United States or any other Restricted Territory, or in
any country or jurisdiction where any action for that purpose is required;
41. that the Placing Shares offered and sold in the United States are
“restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act and, so long as the Placing Shares are “restricted
securities”, it will not deposit the Placing Shares into any unrestricted
depositary receipt facility maintained by any depositary bank in respect of
the Company’s Common Shares. It will not re-offer, sell, pledge or otherwise
transfer the Placing Shares except: (i) in an offshore transaction in
accordance with Regulation S under the Securities Act; (ii) in the United
States to QIBs (as defined below) pursuant to Rule 144A; (iii) pursuant to
Rule 144 under the Securities Act (if available) or another exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act, in each case in compliance with all applicable securities laws
of the United States or any state or other jurisdiction of the United States;
or (iv) pursuant to an effective registration statement under the Securities
Act and that, in each such case, such offer, sale, pledge or transfer will be
made in accordance with any applicable securities laws of the United States or
any state or other jurisdiction of the United States;
42. that the Placing Shares are being offered and sold by or on behalf of the
Company in offshore transactions (as defined in Regulation S under the
Securities Act) and to certain qualified institutional buyers (“QIBs”) (as
defined in Rule 144A) in reliance upon Rule 144A or another exemption from, or
transaction not subject to, the registration requirements under the Securities
Act. It and the prospective beneficial owner of the Placing Shares is, and at
the time the Placing Shares are subscribed for will be, either: (i) outside
the United States and subscribing for the Placing Shares in an offshore
transaction as defined in, and in accordance with, Regulation S under the
Securities Act; or (ii) a QIB which has (where required by the relevant Joint
Bookrunners) agreed to be bound to the terms of the Investor Representation
Letter in the form provided to it by one of the Joint Bookrunners or its
Affiliates. In addition, with respect to (ii) above, it is subscribing for the
Placing Shares for its own account or for one or more accounts as to each of
which it exercises sole investment discretion and each of which is a QIB, it
is subscribing for the Placing Shares for investment purposes only and not
with a view to any distribution or for resale in connection with the
distribution thereof, in whole or in part, in the United States and it has
full power to make the acknowledgements, representations and agreements herein
on behalf of each such account;
43. that it is not acquiring any of the Placing Shares as a result of any form
of general solicitation or general advertising (within the meaning of Rule
502(c) of Regulation D under the Securities Act) or any form of directed
selling efforts (as defined in Regulation S);
44. unless it is a Canadian Purchaser (as defined below), it is not a resident
of Canada or otherwise subject to the securities laws of Canada and is not
purchasing the Placing Shares for a principal who is a resident of Canada or
otherwise subject to the laws of Canada; and
45. that each of the Joint Bookrunners and their respective Affiliates may
have engaged in transactions with, and provided various commercial banking,
investment banking, financial advisory transactions and services in the
ordinary course of their business to, the Company and/or its Affiliates for
which they would have received customary fees and commissions and that each of
the Joint Bookrunners and their respective Affiliates may provide such
services to the Company and/or its Affiliates in the future.
Notice to Canadian Investors

General

The Joint Bookrunners may, but are under no obligation to, permit certain
persons that are in Canada or subject to the securities laws of Canada to
participate in the Placing. This Announcement, including this Appendix, is
being delivered solely, and for the confidential use of only the Canadian
Purchasers (as defined below) identified by a Joint Bookrunner to evaluate an
investment in the Placing Shares. The information contained within this
Announcement does not constitute an offer in Canada to any other person, or a
general offer to the public, or a general solicitation from the public, to
subscribe for or purchase the Placing Shares. The distribution of this
Announcement and the offer and sale of Placing Shares in certain of the
Canadian provinces may be restricted by law. Persons into whose possession
this Announcement comes must inform themselves about and observe any such
restrictions.

Any distribution made in Canada will be made in reliance upon an exemption
from the prospectus requirement of applicable Canadian securities laws.
Accordingly, Placees do not receive the benefits associated with a
subscription for securities issued pursuant to a prospectus, including the
review of offering materials by any securities regulatory authority. No
securities commission or similar securities regulatory authority in Canada has
reviewed or in any way passed upon this Announcement or the merits of the
Placing Shares and any representation to the contrary is an offence under
applicable Canadian securities laws.

Placing in Canada

The offering of Placing Shares in Canada or to a person subject to Canadian
securities laws is being made only to “permitted clients” as defined in
National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations under the “accredited investor” exemption to the
prospectus requirement as set out in Section 2.3 of National Instrument 45-106
- Prospectus Exemptions or subsection 73.3(2) of the Securities Act (Ontario),
as applicable. A Placee that is in Canada or subject to Canadian securities
laws will, upon a Placee’s participation being confirmed, be deemed to have
represented and warranted to the Company and Joint Bookrunners that it is a
“permitted client” and purchasing the Placing Shares from a Joint
Bookrunner which is a dealer permitted to rely on the “international dealer
exemption” contained in, and that such Placee has received the notice from
such dealer referred to in, section 8.18 of National Instrument 31-103 –
Registration Requirements, Exemptions and Ongoing Registrant Obligations (such
a Placee, a “Canadian Purchaser”). A “permitted client” includes,
among other things: (i) a person or company, other than an individual or an
investment fund, that has net assets of at least Cdn. $25 million as shown on
its most recently prepared financial statements; (ii) an individual who
beneficially owns financial assets (being cash, securities, contracts of
insurance, deposits, or evidence of a deposit) having an aggregate realizable
value that, before taxes but net of any related liabilities, exceeds Cdn. $5
million; and (iii) a person or company acting on behalf of a managed account
which is managed by that person or company, if it is registered or authorised
to carry on business as an adviser or the equivalent under the securities
legislation of any province or territory of Canada, or the securities
legislation of any other country.

By purchasing the Placing Shares, the Canadian Purchaser acknowledges that its
name, address, telephone number and other specified information, including the
number of Placing Shares it has purchased, may be disclosed to Canadian
securities regulatory authorities and become available to the public in
accordance with the requirements of applicable laws. The Canadian Purchaser
consents to the disclosure of that information.

Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this
Announcement (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of
the purchaser’s province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser’s
province or territory for particulars of these rights or consult with a legal
advisor.

The Canadian Purchaser acknowledges that, pursuant to section 3A.3 of National
Instrument 33-105 - Underwriting Conflicts (“NI 33-105”), the Joint
Bookrunners may not be required to comply with the disclosure requirements of
NI 33-105 regarding underwriter conflicts of interest in connection with the
offering of Placing Shares.

Resale Restrictions

The Placing Shares have not been nor will they be qualified for offer or sale
to the public under applicable Canadian securities laws and, accordingly, the
Placing Shares acquired by Canadian Purchasers may not be sold, transferred or
otherwise disposed of in any manner unless such sale, transfer or disposition
complies with the resale restrictions of the applicable securities laws of the
relevant Canadian jurisdiction.

Unless determined otherwise in compliance with applicable law, Canadian
Purchasers acquiring Placing Shares must not trade the Placing Shares before
the date that is four months and a day after the later of the distribution
date of the Placing Shares and the date that the Company became a reporting
issuer in any province or territory of Canada and the Placing Shares will be
subject to the following legend restriction and a legend to the following
effect will be placed on certificates, if any, representing the Placing
Shares:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THIS SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER
THE LATER OF (I) [INSERT DISTRIBUTION DATE], AND (II) THE DATE THAT THE ISSUER
BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.”

The above constitutes written notice of the legend requirement set out in
section 2.5 of National Instrument 45-102 - Resale of Securities (“NI
45-102”) pursuant to, and as required by, subsection 2.5(2)(3.1) of NI
45-102.

The Company is not presently, nor does it intend to become, a “reporting
issuer”, as such term is defined under applicable Canadian securities laws,
in any province or territory of Canada. Canadian Purchasers are advised that
the Placing Shares will not be listed on any stock exchange in Canada and that
no public market for the Placing Shares is expected to exist in Canada
following the Placing. Canadian Purchasers are further advised that the
Company is not required to file, and currently does not intend to file, a
prospectus or similar document with any securities regulatory authority in
Canada qualifying the resale of Placing Shares to the public in any province
or territory of Canada. Accordingly, the applicable hold period for the
Placing Shares may never expire, and if no further statutory exemption may be
relied upon and if no discretionary order is obtained, this could result in a
Canadian Purchaser having to hold the Placing Shares for an indefinite period
of time.

The foregoing is a summary only of applicable Canadian resale restrictions and
is subject to the express provisions of applicable Canadian securities
legislation. All Canadian Purchasers should consult with their own Canadian
legal advisors to determine the extent of the applicable hold period and the
possibilities of utilizing any further statutory exemptions or the obtaining
of a discretionary order.

General

The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Joint Bookrunners (for their own benefit and, where relevant,
the benefit of their respective Affiliates and any person acting on their
behalf) and are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Joint Bookrunners or Company owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.

Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents or nominees, direct from the Company for the Placing Shares in
question. None of the Company or the Joint Bookrunners will be responsible for
any UK stamp duty or UK stamp duty reserve tax (including any interest and
penalties relating thereto) arising in relation to the Placing Shares in any
other circumstances.

Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Joint Bookrunners nor the Company are liable to
bear any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (“transfer taxes”) that arise (i) if there are any such arrangements
(or if any such arrangements arise subsequent to the acquisition by Placees of
Placing Shares), or (ii) on a sale of Placing Shares, or (iii) for transfer
taxes arising otherwise than under the laws of the United Kingdom. Each Placee
to whom (or on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such transfer
taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify
on an after-tax basis and hold the Joint Bookrunners, the Company and their
respective Affiliates harmless from any such transfer taxes, and all interest,
fines or penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax liability
arises.

Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that any of the Joint Bookrunners or any of their respective Affiliates
may, at their absolute discretion, agree to become a Placee in respect of some
or all of the Placing Shares.

Each Placee acknowledges and is aware that the Joint Bookrunners are receiving
a fee in connection with their role in respect of the Placing as detailed in
the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with any of the Joint
Bookrunners on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the Joint Bookrunners’
money in accordance with the client money rules and will be used by the Joint
Bookrunners in the course of its own business; and the Placee will rank only
as a general creditor of the Joint Bookrunners.

All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

The rights and remedies of the Joint Bookrunners and the Company under these
Terms and Conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to the Joint
Bookrunners:
1. if he or she is an individual, his or her nationality; or
2. if he or she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned.
Appendix 2

Definitions

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

 Admission                                   means the admission of the Placing Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of the Placing Shares to trading on the London Stock Exchange’s main market becoming effective in accordance with the  
                                             Admission and Disclosure Standards;                                                                                                                                                                                                                             
 Admission and Disclosure Standards          means the Admission and Disclosure Standards of the London Stock Exchange, as amended from time to time;                                                                                                                                                        
 Affiliate                                   has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its consolidated subsidiaries and subsidiary undertakings from time to time;        
 Announcement                                means this announcement (including its Appendices);                                                                                                                                                                                                             
 Bookbuild                                   means the bookbuilding process to be commenced by the Joint Bookrunners to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the  
                                             Placing Agreement;                                                                                                                                                                                                                                              
 Canadian Purchaser                          has the meaning given to it in Appendix 1 to this Announcement;                                                                                                                                                                                                 
 Citigroup                                   means Citigroup Global Markets Limited;                                                                                                                                                                                                                         
 Closing Date                                means the day on which the transactions effected in connection with the Placing will be settled pursuant to the terms and conditions of the Placing Agreement;                                                                                                  
 Common Share                                means a common share, with a par value of US$0.50, in the capital of the Company (including, for the avoidance of doubt, Depositary Interests in respect of, and representing on a one-for-one basis, Common Shares, if applicable);                            
 Company                                     Lancashire Holdings Limited;                                                                                                                                                                                                                                    
 CREST                                       means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in   
                                             uncertificated form;                                                                                                                                                                                                                                            
 Deed Poll                                   means the deed poll in respect of Depositary Interests dated December 2005 executed by the Depositary in favour of the holders and prospective holders of Depositary Interests;                                                                                 
 Depositary                                  means Link Market Services Trustees Limited of The Registry 34 Beckenham Road Beckenham Kent BR3 4TU United Kingdom;                                                                                                                                            
 Depositary Interest                         means a depositary interest held in dematerialised form through CREST representing one Common Share and issued by the Depositary (or its nominee) from time to time pursuant to the Deed Poll and “Depositary Interests” shall be construed accordingly;        
 DTRs                                        means the Disclosure Guidance and Transparency Rules made by the FCA pursuant to Part VI of FSMA, as amended from time to time;                                                                                                                                 
 EEA                                         means the European Economic Area;                                                                                                                                                                                                                               
 Euroclear                                   means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;                                                                                                                                                               
 Exchange Information                        means the business and financial information the Company is required to publish in accordance with MAR and the rules and practices of the London Stock Exchange and/or the FCA;                                                                                 
 FCA or Financial Conduct Authority          means the UK Financial Conduct Authority;                                                                                                                                                                                                                       
 FSMA                                        means the Financial Services and Markets Act 2000, as amended, including any regulations made pursuant thereto;                                                                                                                                                 
 Group                                       means the Company and its consolidated subsidiaries and subsidiary undertakings from time to time;                                                                                                                                                              
 Information                                 means publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group;                                                                                                               
 Investor Representation Letter              has the meaning given to it in Appendix 1 to this Announcement;                                                                                                                                                                                                 
 Joint Bookrunners                           means each of Morgan Stanley and Citigroup;                                                                                                                                                                                                                     
 LIBOR                                       means the London Inter-Bank Offered Rate, or any successor or replacement thereof;                                                                                                                                                                              
 Listing Rules                               means the listing rules made by the FCA under Part VI of FSMA, as amended from time to time;                                                                                                                                                                    
 London Stock Exchange                       means London Stock Exchange plc;                                                                                                                                                                                                                                
 MAR                                         means the Market Abuse Regulation (EU) No. 596/2014;                                                                                                                                                                                                            
 Material Adverse Change                     means any material adverse effect or change in or affecting, or any development reasonably likely to give rise to or involve a material adverse change in or affecting, the condition (financial, operational, legal or otherwise) or the earnings, management, 
                                             business affairs, solvency, credit rating or prospects, of the Company or the Group taken as a whole, whether or not arising in the ordinary course of business;                                                                                                
 Morgan Stanley  (Sole Global Co-ordinator)  means Morgan Stanley & Co. International plc;                                                                                                                                                                                                                   
 NI 33-105                                   has the meaning given to it in Appendix 1 to this Announcement;                                                                                                                                                                                                 
 NI 45-102                                   has the meaning given to it in Appendix 1 to this Announcement;                                                                                                                                                                                                 
 Official List                               means the Official List maintained by the FCA in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA;                                                                                                                                     
 Option Agreement                            means the option agreement entered into between the Company, Morgan Stanley and Project Lincoln Funding Limited on or about the date hereof;                                                                                                                    
 Order                                       means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended;                                                                                                                                                                 
 Placee                                      means any person procured by the Joint Bookrunners (acting as agents for and on behalf of the Company), on the terms and subject to the conditions of this Agreement, to subscribe for the Placing Shares pursuant to the Placing;                              
 Placing                                     has the meaning given in paragraph 1 of this Announcement;                                                                                                                                                                                                      
 Placing Agreement                           has the meaning given to it in Appendix 1 to this Announcement;                                                                                                                                                                                                 
 Placing Price                               means the price per Placing Share as may be agreed between the Sole Global Co-ordinator and the Company, and as shall be specified in the executed Terms of Placing;                                                                                            
 Placing Shares                              has the meaning given in paragraph 1 of this Announcement;                                                                                                                                                                                                      
 PRA or Prudential Regulation Authority      means the UK Prudential Regulation Authority;                                                                                                                                                                                                                   
 Prospectus Regulation                       means the Prospectus Regulation (EU) 2017/1129;                                                                                                                                                                                                                 
 QIB                                         means a “qualified institutional buyer” as defined in Rule 144A of the Securities Act;                                                                                                                                                                          
 Qualified Investor                          has the meaning given in Article 2(e) of the Prospectus Regulation;                                                                                                                                                                                             
 Regulation S                                means Regulation S promulgated under the Securities Act;                                                                                                                                                                                                        
 Regulations                                 means the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the 
                                             Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any      
                                             government agency having jurisdiction in respect thereof;                                                                                                                                                                                                       
 Regulatory Information Service              means a primary information provider that has been approved by the FCA to disseminate regulated information;                                                                                                                                                    
 Relevant Persons                            means (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Order; (ii) high net worth bodies corporate, unincorporated associations and           
                                             partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom this Announcement may otherwise lawfully be communicated;                                                                                   
 Restricted Territory                        means the United States, Australia, Canada, the Republic of South Africa or Japan or any jurisdiction in which the release, publication or distribution of this Announcement is unlawful;                                                                       
 Securities Act                              means the US Securities Act of 1933, as amended;                                                                                                                                                                                                                
 Subscription and Transfer Agreement         means the subscription and transfer agreement entered into between the Company, Morgan Stanley and Project Lincoln Funding Limited on or about the date hereof;                                                                                                 
 subsidiary                                  has the meaning given to that term in the Companies Act 2006;                                                                                                                                                                                                   
 subsidiary undertaking                      has the meaning given to that term in the Companies Act 2006;                                                                                                                                                                                                   
 Terms and Conditions                        means the terms and conditions of the Placing set out in Appendix 1 to this Announcement;                                                                                                                                                                       
 Terms of Placing                            has the meaning given to it in Appendix 1 to this Announcement;                                                                                                                                                                                                 
 Transfer taxes                              means stamp duty or stamp duty reserve tax or any other similar duties or taxes;                                                                                                                                                                                
 uncertificated or in uncertificated form    means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST; 
 United Kingdom or UK                        means the United Kingdom of Great Britain and Northern Ireland; and                                                                                                                                                                                             
 United States or US                         means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof.                                
 All references to “US$”, “$” or “dollars” are to the lawful currency of the United States of America and all references to “pounds” and “£”are to the lawful currency of the United Kingdom.                                                                                                                



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