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LANCASHIRE HOLDINGS LIMITED - Proposed Placing of New Common Shares

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO , , , THE , OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR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

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

(“” or the “”) 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 “”) of up to approximately 39.6 million new Common Shares (with a par value of per share in the capital of the Company) (the “”).Lancashire Holdings LimitedLancashireCompanyPlacingPlacing SharesUS$0.50

The Placing Shares will not exceed 19.5% of the Company’s existing issued share capital, which, based on the price of per common share as at on , would raise gross proceeds of approximately £287 million (approximately ).726 penceUS$365 million4.00 p.m.9 June 2020

The Placing will be conducted through an accelerated bookbuilding process (the “”) 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 “”).BookbuildAnnouncement

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 , first quarter gross premiums written increased by 11.8% year on year to with a Renewal Price Index (“”) of 108%.30 April 2020$242.8 millionRPI

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 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.Florida

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 of capital to shareholders since inception, which amounts to 108.1% of comprehensive income. The compound annual return since inception has been 17.2%.$2.8 billion

The Lancashire Board of Directors (the “”) 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.Board

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 and the , including Lloyd’s, and access to third party capital via its platform, positions the Group advantageously to capture these market opportunities.BermudaUKLancashire Capital Management

Update on Current Trading

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

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 , 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 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.$35 million30 April 2020

Since , the unrealised investment losses in Lancashire’s investment portfolio have reversed and its total net investment return for the 2020 year to was 0.5%.31 March 202029 May 2020

Lancashire’s final ordinary dividend for 2019 of per Common Share, or , was approved by shareholders at its AGM on and was paid on to shareholders of record on . 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 per Common Share at its planned Board meeting.$0.10$20.1 million$0.0529 April 20205 June 202011 May 2020July 2020

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.

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

The Company and the Joint Bookrunners have entered into a placing agreement dated in connection with the Placing (the “”).9 June 2020Placing 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 “”) will be determined at the close of the Bookbuild.Placing Price

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 (the “”) for admission of the Placing Shares to the premium listing segment of the Official List of the (the “”); and (ii) to (the “”) for admission of the Placing Shares to trading on its Main Market for listed securities (together, “”).Financial Conduct AuthorityFCALondon Stock Exchange plcFCAOfficial ListLondon Stock ExchangeAdmission

Settlement for the Placing Shares and Admission is expected to take place on or before ( time) on (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.8.00 a.m.12 June 2020London

Market Abuse Regulation (MAR) Disclosure

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

For further information, please contact:

Christopher Head                               +44 20 7264 4145 Secretary              Jelena Bjelanovic                             +44 20 7264 4066 Group Head of Investor Relations                Lancashire Holdings Limited



Group Company[email protected][email protected]

Ben Grindley               +44 20 7425 8000Morgan Stanley (Sole Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)



Paul MillerMarina ShchukinaLuka Kezic

Peter Brown                   +44 20 7986 4000Citigroup (Joint Bookrunner and Joint Corporate Broker)



Nicolas DesombrePaddy EvansRobert Farrington

              +44 20 3727 1046 Edward Berry                        Tom Blackwell                     FTIConsulting (Public Relations)

[email protected] [email protected]

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 (“”), persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (“”); and (b) in the , 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 “”); (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 “”).EEAQualified InvestorsOrderRelevant PersonsUnited KingdomQualified Investors

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 , ITS TERRITORIES AND POSSESSIONS, ANY , THE AND ALL OTHER AREAS SUBJECT TO ITS JURISDICTION AND ANY POLITICAL SUB-DIVISION THEREOF (COLLECTIVELY, THE “”), , , THE , 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 STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.THE UNITED STATES OF AMERICASTATE OF THE UNITED STATES OF AMERICADISTRICT OF COLUMBIAAUSTRALIACANADAREPUBLIC OF SOUTH AFRICAJAPANLONDONUNITED STATES

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 , 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.the United StatesCanadaAustraliaRepublic of South AfricaJapan

This communication is not a public offer of securities for sale in . The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the “”) or under the securities laws of any state or other jurisdiction of , and may not be offered or sold directly or indirectly in, into or within 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 securities referred to herein may not be offered and sold within except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.the United Statesthe United Statesthe United Statesthe United Statesthe United StatesSecurities 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 who are both “accredited investors” within the meaning of National Instrument 45-106 – (or section 73.3(1) of the (), as applicable) and “permitted clients” within the meaning of National Instrument 31-103 – .CanadaOntarioProspectus ExemptionsSecurities ActRegistration 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 (“”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “”), 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 “”). 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.MiFID IIMiFID II Product Governance RequirementsTarget Market Assessment

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 “”) 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.Placee

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 “”). 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 (the “”). 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.GroupAnnual Report and Accounts31 December 2019

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 Listing Rules (the “”), MAR, the Disclosure Guidance and Transparency Rules (the “”), the rules of the or the .UKListing RulesDTRsLondon Stock ExchangeFCA

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 (the “”) and regulated in the by the PRA and the . 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.Prudential Regulatory AuthorityFCAPRAUnited Kingdom

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 . 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 and the .Bermuda Stock ExchangeLondon Stock ExchangeBermuda 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 “”) 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 “”), PERSONS WHO ARE QUALIFIED INVESTORS (“”), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE “”); OR (B) IF IN THE , QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF “” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “”), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (“”) 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 “”).ANNOUNCEMENTEEAQUALIFIED INVESTORSPROSPECTUS REGULATIONINVESTMENT PROFESSIONALORDERHIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETCRELEVANT PERSONSUNITED KINGDOM

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 SECURITIES ACT OF 1933, AS AMENDED (THE “”), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF , AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN 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 . NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE , OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.THE UNITED STATESTHE UNITED STATESTHE UNITED STATESTHE UNITED STATESUNITED KINGDOMTHE UNITED STATESSECURITIES ACT

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED AT AND MAY ONLY BE COMMUNICATED TO PERSONS IN WHO ARE BOTH “ACCREDITED INVESTORS” WITHIN THE MEANING OF NATIONAL INSTRUMENT 45-106 – (OR SECTION 73.3(1) OF THE (), AS APPLICABLE) AND “PERMITTED CLIENTS” WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 – .CANADAONTARIOPROSPECTUS EXEMPTIONSSECURITIES ACTREGISTRATION 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, , 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 , , any other Restricted Territory or elsewhere.the United StatesUnited Kingdomthe United States

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in , , , the or or in any jurisdiction in which such release, publication or distribution is unlawful (each a “”). 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.the United StatesAustraliaCanadaRepublic of South AfricaJapanRestricted Territory

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 only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (“”) does not apply.UKFSMA

The Placing has not been approved and will not be approved or disapproved by the , any State securities commission or any other regulatory authority in , or the Registrar of Companies in or the 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.US Securities and Exchange CommissionBermuda Monetary Authoritythe United StatesBermuda

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:

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 “”) 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.Bookbuild

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 “”) 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.Placing Agreement

The price per Common Share at which the Placing Shares are to be placed (the “”) 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 “”). 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.Placing PriceTerms of Placing

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 , 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 that will have been allotted and issued to Morgan Stanley.Project Lincoln Funding LimitedProject Lincoln Funding Limited

Application for admission to trading

The Company will apply to the (the “”) for admission of the Placing Shares to the premium listing segment of the Official List of the (the “”) and to (the “”) for admission to trading of the Placing Shares on its Main Market for listed securities (“”). It is expected that Admission will become effective at ( time) on (or such later date as may be agreed between the Company and the Sole Global Co-ordinator).Financial Conduct AuthorityFCALondon Stock Exchange plcFCAOfficial ListLondon Stock ExchangeAdmission8.00 a.m.12 June 2020London

Participation in, and principal terms of, the Placing

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:

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 or the ;  (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 , the or the ; 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.FCALondon Stock ExchangeNew York Stock ExchangeNASDAQ National MarketLondon Stock Exchange

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 (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.FCA

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 (“”), 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.CREST

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 and that this will also be the trade date.10 June 2020

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 on a T+2 basis in accordance with the instructions given to the Joint Bookrunners.12 June 2020

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 stamp duty or 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.UKUK

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:

Notice to Canadian Investors

General

The Joint Bookrunners may, but are under no obligation to, permit certain persons that are in or subject to the securities laws of 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 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.CanadaCanadaCanada

Any distribution made in 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 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.CanadaCanada

Placing inCanada

The offering of Placing Shares in or to a person subject to Canadian securities laws is being made only to “permitted clients” as defined in National Instrument 31-103 - 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 (), as applicable. A Placee that is in 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 – (such a Placee, a “”). 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. 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. ; 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 , or the securities legislation of any other country.CanadaOntarioCanadaCanadaRegistration Requirements, Exemptions and Ongoing Registrant ObligationsSecurities ActRegistration Requirements, Exemptions and Ongoing Registrant ObligationsCanadian Purchaser$25 million$5 million

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 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.Canada

The Canadian Purchaser acknowledges that, pursuant to section 3A.3 of National Instrument 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.Underwriting ConflictsNI 33-105

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 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:Canada

“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 - (“”) pursuant to, and as required by, subsection 2.5(2)(3.1) of NI 45-102.Resale of SecuritiesNI 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 . Canadian Purchasers are advised that the Placing Shares will not be listed on any stock exchange in and that no public market for the Placing Shares is expected to exist in 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 qualifying the resale of Placing Shares to the public in any province or territory of . 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.CanadaCanadaCanadaCanadaCanada

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 stamp duty and 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 stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.UKUKUKUK

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 (“”) 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 . 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.transfer taxesUnited Kingdom

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 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.FCA

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:

Appendix 2

Definitions

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

a. 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;
  b. 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  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
  c. 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
      or in the  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.the United StatesUnited KingdomQualified Investors
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 
     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  ( time) on
     , 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 
     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.Regulatory Information Service8.00 p.m.9 June 2020Londonthe United States
a. the Terms of Placing having been executed by the Company and the Joint
     Bookrunners;
  b. the publication by the Company of the results of the Placing on a
     ;
  c. 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;
  d. 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;
  e. 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;
  f. the Company allotting, subject only to Admission, the Placing Shares in
     accordance with the Placing Agreement;
  g. 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;
  h. 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
  i. Admission of the Placing Shares occurring at or before  (
     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).Regulatory Information Service8:00 a.m.London
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  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  and/or the  (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
      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 
     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 , 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  (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
      or persons in the  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 , 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  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  who are  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
      prior to Admission except to  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
      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 ;
 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  and  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 ,
     or any state or other jurisdiction of , nor approved or
     disapproved by the , any state
     securities commission or other regulatory authority in ,
     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  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  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  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  or any state or
     other jurisdiction of ; 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  or any state or other
     jurisdiction of ;
 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  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  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  or otherwise subject to the securities laws of  and is not
     purchasing the Placing Shares for a principal who is a resident of 
     or otherwise subject to the laws of ; 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.London Stock
     ExchangeLondon Stock ExchangeFCAFCAQualified InvestorsQualified InvestorsQualified InvestorsUS Securities and Exchange Commissionthe United StatesUnited Kingdomthe United StatesUnited KingdomUnited KingdomUnited KingdomUnited KingdomUnited KingdomUnited KingdomUnited KingdomEnglandWalesthe United Statesthe United Statesthe United Statesthe
     United Statesthe United Statesthe United Statesthe United Statesthe United Statesthe United Statesthe United Statesthe United Statesthe United StatesCanadaCanadaCanadaCanada
a. if he or she is an individual, his or her nationality; or
  b. if he or she is a discretionary fund manager, the jurisdiction in which the
     funds are managed or owned.
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 ,
                                       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 ;

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 , 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                                ;

CREST                                  means the relevant system (as defined in
                                       the 
                                       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 
                                       executed by the Depositary in favour of
                                       the holders and prospective holders of
                                       Depositary Interests;

Depositary                             means  of The Registry 34 Beckenham
                                       Road Beckenham Kent BR3 4TU ;

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 
                                       pursuant to Part VI of FSMA, as amended
                                       from time to time;

EEA                                    means the European Economic Area;

Euroclear                              means , a
                                       company incorporated under the laws of
                                        and ;

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  and/or the ;

 or      means the  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 
                                       under Part VI of FSMA, as amended from
                                       time to time;

                  means ;

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                         means 
(Sole Global Co-ordinator)             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  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
                                        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  means the ;

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  and any
                                       related or similar rules, regulations or
                                       guidelines issued, administered or
                                       enforced by any government agency having
                                       jurisdiction in respect thereof;

         means a primary information provider
                                       that has been approved by the  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  or
                                        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
                                        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    means in respect of a share or other
form                                   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;

 or                    means the  of  and ; and

 or US                    means , its
                                       territories and possessions, any state
                                       of , the
                                        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  and all references to “pounds” and “£”are to the
lawful currency of the .London Stock ExchangeCitigroup Global Markets LimitedLancashire Holdings LimitedUncertificated SecuritiesLink Market Services Trustees
                                       LimitedFCAEuroclear UK & Ireland LimitedLondon Stock
                                       ExchangeFCAFCAFinancial Conduct AuthorityFCALondon Stock ExchangeLondon Stock Exchange plcMorgan Stanley & Co. InternationalFCAProject Lincoln Funding LimitedPrudential Regulation AuthorityUK Prudential Regulation
                                       AuthorityFCARegulatory Information ServiceFCALincoln Funding LimitedUS$0.50December 2005United
                                       KingdomEnglandWalesUKthe United StatesAustraliaCanadaRepublic of South AfricaJapanUnited KingdomUKUnited KingdomGreat
                                       BritainNorthern IrelandUnited Statesthe United States of Americathe United States of AmericaDistrict of Columbiathe
United States of AmericaUnited Kingdom

Quick facts: Lancashire Holdings Ltd.

Price: 674.241

Market: AIM
Market Cap: £16.48 m
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