Charles Taylor Regulatory News (CTR)

NOT FOR THE PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS, ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF CHARLES TAYLOR PLC AND ON ITS WEBSITE AT WWW.CTPLC.COM

18 March 2015

Charles Taylor plc

Proposed £30.6 million Rights Issue

The Board of Charles Taylor plc today announces the launch of a rights issue to raise approximately £30.6m in gross proceeds (approximately £28.8m net of expenses). Charles Taylor's results for the financial year ended 31 December 2014 have also been released today in an accompanying announcement. Charles Taylor intends to pursue a progressive dividend policy and will pay a Second Interim Dividend of 7.5p, in lieu of the final dividend. This takes the total dividend for 2014 to 10.75p, which is a 7.5% increase on 2013.

Rights Issue

· 3 for 7 fully underwritten Rights Issue of 19,722,762 New Ordinary Shares to raise gross proceeds of approximately £30.6m (approximately £28.8m net of expenses)

· The issue price of 155p per New Ordinary Share represents a discount of 44.9% to the Closing Price on 17 March 2015, and a 34.9% discount to the theoretical ex-rights price after adjusting for the Second Interim Dividend

· The Rights Issue, which is not subject to shareholder approval, is fully underwritten by Peel Hunt acting as Sole Sponsor and Sole Bookrunner

Reason for the Rights Issue and use of proceeds

· The Group has pursued its current strategy since 2011 and, as a result of raising its profile in its selected markets, the Group is now seeing an increased number and range of potential acquisition, joint venture and business investment opportunities

· The Group has built a strong platform from which to grow

· The proceeds of the Rights Issue will give the Group the financial resources and flexibility it requires to pursue strategic acquisitions, joint ventures and business investments

· The making of such acquisitions, joint ventures and business investments would be in line with the third strand of the Group's strategy, which the Group has pursued since 2011, of investing and acquiring Professional Services business lines which are a good strategic, cultural and financial fit with the Group's existing businesses and of investing in or acquiring international life insurance companies that are primarily in run-off

Dividend

· The Board intends to pursue a progressive dividend policy and is recommending the payment of a second interim dividend for 2014 in lieu of a final dividend

· The Second Interim Dividend of 7.5p will be paid to Shareholders who are on the register of members of the Company at the close of business on 27 March 2015

· The total dividend for 2014 is 10.75p, which is a 7.5% increase on 2013

· The New Ordinary Shares will not rank for the Second Interim Dividend

Documentation

· The Prospectus containing full details of the Rights Issue is expected to be published later today and will be made available on www.ctplc.com

· The Prospectus, once published, will be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm

David Marock, Charles Taylor Group Chief Executive Officer, commented:

"Charles Taylor has built a strong platform for growth over the last three years. We have delivered a strong performance in 2014. Our results also reflect the positive progress we have made in delivering our growth strategy. We are now seeing an increased number and range of potential acquisitions, joint ventures and business investment opportunities for our Professional Service businesses. We have also identified further opportunities to acquire international life insurance companies that are primarily in run-off, to secure capital releases for the Group. Whilst recent acquisitions have been financed from within our existing resources, we believe this rights issue will enable us to seize such opportunities for the benefit of our shareholders, clients and colleagues."

Enquiries:

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of the Company and Peel Hunt does not make any representation, express or implied, as to the contents of this announcement.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by Charles Taylor plc in connection with the Rights Issue. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change. 

A copy of the Prospectus when published will be available from the registered office of the Company and on the Company's website at www.ctplc.com. However, the Prospectus, once published, will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States, Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus, once published, will give details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights offered pursuant to the Rights Issue.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus, once published, and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States or any Excluded Territory.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for publication, distribution or release to persons in the United States or any Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in the United States.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for the Company and no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt LLP, nor for providing advice in connection with the Rights Issue or any other matter referred to in this announcement.

Cautionary statement regarding forward-looking statements

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company and the Company and its subsidiary undertakings (the "Group").

These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company and the Group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. None of the Company nor Peel Hunt or any of such person's respective directors, officers, employees, agents, affiliates or advisers makes any representation that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or the Group to be materially different from those expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's or the Group's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's or the Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance of the Company cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of their date and the Company, its parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, any of their directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, expect where it would be required to do so under applicable law.

You are advised to read this announcement and, once published, the Prospectus in their entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of Charles Taylor plc for the current or future financial years would necessarily match or exceed the historical published earnings per share of Charles Taylor plc.

18 March 2015

Charles Taylor plc

Proposed £30.6 million Rights Issue

Reason for the Rights Issue

The Group has pursued its current strategy since 2011 and, as a result of raising its profile in its selected markets, the Group is now seeing an increased number and range of potential acquisition, joint venture and business investment opportunities. The Group has built a strong platform from which to grow, supported by an able and proven management team. The Board believes that the Group is now able to seize such opportunities with an enlarged capital base. Recent strategic acquisitions, joint ventures and business investments have been financed through a combination of upfront payments (in cash and/or shares) and deferred consideration (usually with a material degree of contingency). A stronger balance sheet will give the Group the financial resources and flexibility it requires to compete more effectively with other buyers.

Strategy

The Group's strategy for growth, which was set out in 2011, is to deliver revenue, profit and shareholder value by focusing on its core Professional Services businesses. This strategy has three strands: (i) optimise the Group's business operations; (ii) deliver organic growth in the Group's core Professional Services businesses; and (iii) create medium-term strategic options through acquisitions, joint ventures and business investments. Through its Owned Insurance Companies business, the Group also seeks opportunities to acquire international life insurance companies that are primarily in run-off in order to secure capital releases for the benefit of the Group, which should generate attractive returns on its capital and increase the Professional Services businesses' revenue through management fees.

Professional Services strategy

Optimise business operations

The Group has over the past three years focused on strengthening its core capabilities and support services to underpin the growth of the Group's three Professional Services businesses. The Directors believe that the core capabilities and infrastructure of the Group have been strengthened and the Directors can place more emphasis on the other strands of the business strategy.

Deliver organic growth in the Group's core Professional Services businesses

The Group seeks to achieve organic growth in its core Professional Services businesses by: capitalising on its areas of strength by offering related services to its clients; building these businesses to leadership positions; and realising the potential for cross referral and joint working across the Group's core Professional Services businesses. The Directors believe that demand for the professional services offered by the Group is substantial and the Group is well-positioned to generate this growth. Professional services revenue has increased from £102.8 million in FY 2012 to £118.6 million in FY 2014.

Create medium term strategic options through acquisitions, joint ventures and business investments

The Group has aimed, and continues to aim, to add to its existing Professional Services businesses and develop new Professional Services business lines which are a good strategic, cultural and financial fit with the Group's existing businesses through acquisitions, joint ventures and other business investments.

Recent acquisitions include:

· Noble Inspection and Loss Adjustment Company (Acquired in August 2013 - Adjusting Services). The Group acquired 60 per cent. of the share capital of Noble Inspection and Loss Adjustment Company, a Saudi Arabian-based loss adjustment company, for US$0.2 million, satisfied by a combination of cash and Ordinary Shares, and deferred consideration of up to US$0.1 million. This business contributed £0.8 million of revenue in FY 2014;

· KnowledgeCenter (Acquired in September 2013 - Insurance Support Services). The Group acquired the business and assets of KnowledgeCenter Limited, an insurance technology company which provides business solutions to the insurance industry, for £1.9 million in cash and deferred contingent consideration of up to £5.2 million (payable either in cash or convertible loan notes convertible into Ordinary Shares). This business contributed £1.9 million of revenue in FY 2014;

· KLA Holdings Limited (Acquired in May 2014 - Adjusting Services). The Group acquired KLA Holdings Limited, a UK-based property & casualty loss adjusting business, for £1.3 million (which was satisfied by the issue of Ordinary Shares) and deferred contingent consideration of up to £2 million (payable either in cash or Ordinary Shares). This business contributed, since its acquisition, £2.4 million of revenue in FY 2014;

· Charles Taylor Managing Agency (Acquired in February 2015 - Insurance Support Services). On 19 February 2015, the Group acquired: (i) a 50.1 per cent. interest in Almond One Limited, which has since been renamed Charles Taylor Managing Agency Holdings Limited ("CTMAH"); and (ii) the entire issued share capital of Almond Two Limited, from The Standard Club. The total consideration for these acquisitions of £6.3 million was satisfied by the issue of 2,504,781 Ordinary Shares to The Standard Club. The relevant regulatory approvals by Lloyd's, PRA and FCA have since been obtained by the Group. The Group is therefore now able to offer managing agency services to new syndicates at Lloyd's on a "turnkey" basis through its newly established managing agency (the "New Managing Agency"). The New Managing Agency's first client is anticipated to be The Standard Club's planned new Lloyd's syndicate, syndicate 1884 (the "New Syndicate"); and

· Acquisition of the operating companies of operating companies of the incumbent third-party manager of The Strike Club (Acquired in March 2015 - Management Services). On 26 February, the Group announced that it had entered into a conditional agreement to acquire three operating companies from the incumbent third-party manager which provides management services to The Strike Club (a group of marine mutual insurance companies) for US$2.4 million in cash, spread over ten equal annual payments from 1 February 2016. Following completion of this acquisition on 3 March 2015, the Group will provide management services to The Strike Club under a new management contract for an initial term that will expire on 31 January 2019. The transaction is expected to be modestly earning enhancing in FY 2015 after transaction costs.

Owned Insurance Companies strategy

The Group also seeks opportunities to acquire international life insurance companies that are primarily in run-off in order to secure capital releases for the benefit of the Group, which should generate attractive returns on its capital and increase the Professional Services businesses' revenue through management fees.

The Group has in the past four years acquired the following international life insurance companies:

· Alico Isle of Man Limited (Acquired in November 2011). The Group acquired 100 per cent. of the issued share capital of this company, which has been closed to new business since 2008, for US$3.8 million in cash.

· Global Life Assurance Limited (Acquired in December 2012). The Group acquired 100 per cent. of the issued share capital of this company, which has been closed to new business since 2012, for £1.6 million in cash and deferred contingent consideration of up to £0.9 million.

· Nordea Life & Pensions Limited (Acquired in November 2014). The Group acquired 100 per cent. of the issued share capital of this company, which remains open to new business, for €2.1 million in cash and deferred contingent consideration of up to €3.9 million.

· Scottish Widows International Limited (Announced on 8 January 2015). The Group has agreed to acquire 100 per cent. of the issued share capital of this company, which has been closed to new business since 2002, for £2.0 million in cash and deferred contingent consideration of up to £10.5 million, subject to regulatory approval by The Jersey Financial Services Commission.

During the period from completion of acquisition of Alico Isle of Man Limited in November 2011 to 16 November 2014 (the week prior to completion of the acquisition of Nordea Life & Pensions Limited), the Owned Insurance Companies business generated £4.2 million of net cash releases (taking into account the funding that was required for the acquisitions of Alico Isle of Man Limited and Global Life Assurance Limited).

Use of proceeds

The proceeds of the Rights Issue will give the Group the financial resources and flexibility it requires to pursue strategic acquisitions, joint ventures and business investments. The making of such acquisitions, joint ventures and business investments would be in line with the third strand of the Group's strategy, which the Group has pursued since 2011, of investing and acquiring Professional Services business lines which are a good strategic, cultural and financial fit with the Group's existing businesses and of investing in or acquiring international life insurance companies that are primarily in run-off. The Group is contemplating a number of such opportunities that are in varying stages of development, which may or may not progress, in respect of which the potential consideration is generally expected to be between £5 million to £10 million.

In addition, the Group is currently in the preliminary stages of exploring a more significant acquisition opportunity involving a life insurance business which, were it to go ahead and depending on the ultimate acquisition terms and deal structure, may require the approval of Shareholders, as well as additional financing. At this stage, there can be no certainty that this opportunity will progress, that the Group makes an offer or that any offer the Group makes is accepted, or that acceptable binding transaction terms can be reached. The Company will comply with its obligations under the Listing Rules and Disclosure and Transparency Rules to make the relevant announcements and disclosures to the market, and to seek the necessary Shareholder approvals should this be necessary.

Principal terms of the Rights Issue

The Company is proposing to raise approximately £28.8 million (net of expenses) by way of the Rights Issue of 19,722,762 New Ordinary Shares. The Rights Issue Price of 155 pence per New Ordinary Share, which is payable in full on acceptance by not later than 11.00 a.m. on 8 April 2015, represents a 44.9 per cent. discount to the Closing Price of 281.25 pence per Existing Ordinary Share on 17 March 2015 (being the last trading day prior to the announcement of the Rights Issue) and a 34.9 per cent. discount to the theoretical ex-rights price of 238.13 pence per Existing Ordinary Share calculated by reference to the Closing Price on 17 March 2015 after adjusting for the Second Interim Dividend of 7.5 pence per share which will be paid to Shareholders who are on the register of members of the Company at the close of business on 27 March 2015.

The Company proposes to offer New Ordinary Shares by way of the Rights Issue to Qualifying Shareholders on the following basis:

3 New Ordinary Shares for every 7 Existing Ordinary Shares

held by Qualifying Shareholders on the Record Date and so in proportion to any other number of Existing Ordinary Shares then held, and otherwise on the terms and conditions to be set out in the Prospectus, once published, and, in the case of Qualifying Non-CREST Shareholders (other than Excluded Shareholders) only, the Provisional Allotment Letter.

Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. New Ordinary Shares representing fractional entitlements will not be allotted to Qualifying Shareholders and, where necessary, entitlements to New Ordinary Shares will be rounded down to the nearest whole number. Such fractional entitlements will be aggregated and, if possible, sold in the market for the benefit of Charles Taylor.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to all future dividends or other distributions made, paid or declared after the date of issue of the New Ordinary Shares. For the avoidance of doubt, holders of the New Ordinary Shares will not be entitled to receive the Second Interim Dividend, as the record date for the Second Interim Dividend, 27 March 2015, falls prior to the date of issue of the New Ordinary Shares.

The Rights Issue is conditional upon, amongst other things:

(a) Admission becoming effective by not later than 8.00 a.m. on 23 March 2015 (or such later time and/or date as the Company and the Underwriter may agree (being not later than 2 April 2015)); and

(b) the Underwriting Agreement having become unconditional in all respects (save for conditions relating to Admission) and not having been terminated in accordance with its terms prior to Admission.

The Rights Issue has been fully underwritten on the basis set out in the Underwriting Agreement. The Underwriter has agreed under the terms of the Underwriting Agreement to procure subscribers for, or failing which to itself subscribe for, New Ordinary Shares not taken up in the Rights Issue at the Rights Issue Price.

If the Underwriting Agreement is not declared or does not become unconditional in all respects or if it is terminated in accordance with its terms, the Rights Issue will be revoked and will not proceed. Revocation cannot occur after Admission, and therefore if Admission has occurred by 8.00 a.m. on 23 March 2015 (or such later time and/or date as the Company and the Underwriter agree), the Rights Issue will proceed.

Application will be made to the UK Listing Authority for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on the London Stock Exchange, nil paid, at 8.00 a.m. on 23 March 2015.

The latest time and date for acceptance and payment in full of the New Ordinary Shares will be 11.00 a.m. on 8 April 2015.

The terms and conditions of the Rights Issue, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, will be the Prospectus, once published.

Dividends and dividend policy

For each of FY 2013 and FY 2012, the Company maintained its full year dividend payments at 10 pence per share. For the six month period ended 30 June 2014, the Board declared an interim dividend of 3.25 pence per share (2013: 3.25 pence per share).

The Board intends to pursue a progressive dividend policy. Following an encouraging performance by Charles Taylor in FY 2013 and FY 2014 and in line with this policy, the Board is declaring a Second Interim Dividend of 7.5 pence per share, which represents an increase of 11.1 per cent. when compared to the final dividend of 6.75 pence per share declared in FY 2013. The Second Interim Dividend is in lieu of a final dividend for FY 2014. This means that the full year dividend for FY 2014 will be 10.75 pence per share.

The record date for the Second Interim Dividend is 27 March 2015 and the Second Interim Dividend will be paid on 24 April 2015. For the avoidance of doubt, holders of the New Ordinary Shares will not be entitled to receive the Second Interim Dividend, as the record date for the Second Interim Dividend, 27 March 2015, falls prior to the date of issue of the New Ordinary Shares.

Future dividend payments will be adjusted to take account of the indicative bonus factor of the Rights Issue and the full year dividend of 10.75 pence per share for FY 2014 would equate to 9.35 pence per share on a like-for-like basis.

Directors' and shareholders' intentions

The Board considers that the Rights Issue is in the best interests of the Company and its Shareholders as a whole. David Marock intends to take up his rights to subscribe for New Ordinary Shares under the Rights Issue in respect of his beneficial holding of Existing Ordinary Shares to an amount of no less than £200,000. Damian Ely intends to take up his rights to subscribe for New Ordinary Shares under the Rights Issue in respect of his beneficial holding of Existing Ordinary Shares to an amount of no less than £35,000. Gill Rider, David Watson and Edward Creasy intend to take up in full their respective rights to subscribe for New Ordinary Shares under the Rights Issue in respect of their own beneficial holdings of Existing Ordinary Shares. In addition, Gill Rider intends to purchase rights to subscribe for additional New Ordinary Shares under the Rights Issue during the nil paid trading period. Rupert Robson intends to sell a sufficient amount of his Nil Paid Rights entitlement in order to provide sufficient funds to subscribe for New Ordinary Shares under the Rights Issue in respect of the balance of his entitlement. Each of Mark Keogh and Barnabas Hurst-Bannister, who do not own Existing Ordinary Shares, intends to purchase rights to subscribe for New Ordinary Shares under the Rights Issue during the nil paid trading period. Joe Roach is an Excluded Shareholder and therefore the Rights Issue is not being made available to him.

In addition, The Standard Club has undertaken to the Company to take up in full its rights to subscribe for New Ordinary Shares under the Rights Issue in respect of its beneficial holding of Existing Ordinary Shares.

Appendix I - Expected timetable of principal events

Each of the times and dates in the table below is indicative only and may be subject to change(1)

Notes:

(1) The times and dates set out in the expected timetable of principal events above and mentioned throughout the announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to the UKLA, the London Stock Exchange and, where appropriate, Qualifying Shareholders.

(2) Subject to certain restrictions relating to Qualifying Shareholders with registered addresses, or who are resident or located, outside the United Kingdom.

(3) References to times in this announcement are to London times unless otherwise stated.

Appendix II - Definitions

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

Admission the proposed admission of the New Ordinary Shares by the UK Listing Authority to listing on the premium listing segment of the Official List and by the London Stock Exchange to trading nil paid on the main market of the London Stock Exchange

Board the board of Directors of the Company

Certificated in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in certificated form (that is, not in CREST)

Company or Charles Taylor Charles Taylor plc

Closing Price the closing middle market price of a relevant share as derived from SEDOL on any particular day

Computershare Computershare Investor Services PLC of The Pavillions, Bridgwater Road, Bristol BS13 8AE

CREST or CREST system the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument

Directors the directors of the Company

DTR or Disclosure and the disclosure rules and transparency rules made by the FCA

Transparency Rules under section 73A of FSMA

EEA the European Economic Area

EEA States the member states of the European Economic Area

EU the member states of the European Union

Euroclear Euroclear UK and Ireland Limited

ex-rights date the date on which the Company's Ordinary Shares begin trading without giving the holders of those Ordinary Shares the right to participate in the Rights Issue (being 8.00 a.m. on 23 March 2015)

Excluded Shareholder subject to certain limited exceptions, Shareholders with a registered address or located or resident in any of the Excluded Territories or the United States

Excluded Territories Australia, Canada, Japan, New Zealand and South Africa and any other jurisdictions where the extension and availability of the Rights Issue would breach any applicable law, and each an "Excluded Territory"

Existing Ordinary Shares the Ordinary Shares in issue immediately prior to the Rights Issue

FCA the Financial Conduct Authority

FSMA the Financial Services and Markets Act 2000, as amended

Fully Paid Rights rights to acquire New Ordinary Shares, fully paid

Group Charles Taylor and its subsidiary undertakings from time to time

ISIN international securities identification number

Listing Rules the listing rules made by the FCA under section 73A of FSMA

London Stock Exchange or LSE London Stock Exchange plc

New Ordinary Shares the Ordinary Shares proposed to be issued by Charles Taylor pursuant to the Rights Issue

Nil Paid Rights rights to acquire New Ordinary Shares in nil paid form

Official List the official list of the UKLA

Ordinary Shares the ordinary shares with a nominal value of 1 penny each in the capital of the Company

Overseas Shareholders Qualifying Shareholders with a registered address in, or who are resident or located in, countries other than the United Kingdom

PD Regulation the Prospectus Directive Regulation (No. 2004/809/EC)

Peel Hunt Peel Hunt LLP

PRA means the Prudential Regulation Authority

Prospectus the prospectus, prepared in accordance with the Prospectus Rules and the Listing Rules

Prospectus Directive Directive 2003/71/EC (as amended from time to time, including by Directive 2010/73/EC (the "PD Amending Directive") to the extent implemented in the relevant EEA State) and includes any relevant implementing measures in each EEA State that has implemented Directive 2003/71/EC

Prospectus Rules the prospectus rules of the FCA made pursuant to section 73A of FSMA

Provisional Allotment Letter(s) the renounceable provisional allotment letters relating to the Rights

or PAL(s) Issue to be issued to Qualifying Non-CREST Shareholders (other than Qualifying Non-CREST Shareholders who are Excluded Shareholders)

Qualifying CREST Shareholders Qualifying Shareholders holding Ordinary Shares in uncertificated form

Qualifying Non-CREST Qualifying Shareholders holding Ordinary Shares in

Shareholders certificated form

Qualifying Shareholders Shareholders on the register of members of the Company at the close of business on the Record Date

Receiving Agent Computershare, or any other receiving agent appointed by the

Company from time to time

Record Date close of business on 16 March 2015

Registrar Computershare, or any other registrar appointed by the Company from time to time

Regulation S Regulation S under the Securities Act

Regulatory Information Service one of the regulatory information services authorised by the UKLA to receive, process and disseminate regulatory information from listed companies

Rights the Nil Paid Rights and/or the Fully Paid Rights

Rights Issue the proposed issue of the New Ordinary Shares to Qualifying

Shareholders by way of Rights on the terms and subject to the conditions to be set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders (other than Qualifying Non-CREST Shareholders who are Excluded Shareholders) only, the Provisional Allotment Letters

Rights Issue Price 155 pence per New Ordinary Share

Rule 144A Rule 144A under the Securities Act

Second Interim Dividend second interim dividend of 7.5 pence per share for the six month period ended 31 December 2014, in lieu of a final dividend for 2014

Securities Act the United States Securities Act of 1933, as amended

Shareholder any holder of Ordinary Shares

Sponsor Peel Hunt

UKLA or UK Listing Authority the FCA in its capacity as competent authority under FSMA

uncertificated or in relation to a share or other security, a share or other

in uncertificated form security, title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (that is, in CREST) and title to which may be transferred by using CREST

Underwriter Peel Hunt

Underwriting Agreement the sponsor's and underwriting agreement dated l8 March 2015 between Charles Taylor and the Underwriter

United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland

United States or US the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction