Charles Taylor Regulatory News (CTR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 September 2019

RECOMMENDED CASH OFFER

for

CHARLES TAYLOR PLC ("CHARLES TAYLOR")

by

JEWEL BIDCO LIMITED ("LMP BIDCO")

a company formed on behalf of funds advised by

Lovell Minnick Partners LLC and its affiliates ("Lovell Minnick")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary and highlights

·; The boards of LMP Bidco and Charles Taylor are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Charles Taylor by LMP Bidco.

·; Under the terms of the Offer, each Charles Taylor Shareholder at the Scheme Record Time will be entitled to receive:

For each Charles Taylor Share held 315 pence in cash

·; In addition, under the terms of the Offer, Charles Taylor Shareholders will be entitled to receive the previously declared Interim 2019 Dividend of 3.65 pence per Charles Taylor Share to be paid on 8 November 2019 to Charles Taylor Shareholders on the Charles Taylor register of members on 11 October 2019 without any consequential reduction in the Offer Price, subject to the terms set out in paragraph 18 of this Announcement.

·; The Offer Price represents:

o a premium of approximately 34.0 per cent. to the Closing Price per Charles Taylor Share of 235 pence on 18 September 2019 (being the last Business Day prior to the date of this Announcement);

o a premium of approximately 39.5 per cent. to the three-month volume weighted average price of 226 pence per Charles Taylor Share to 18 September 2019 (being the last Business Day prior to the date of this Announcement);

o a premium of approximately 40.9 per cent. to the six-month volume weighted average price of 224 pence per Charles Taylor Share to 18 September 2019 (being the last Business Day prior to the date of this Announcement); and

o a value of approximately £261 million for the entire issued and to be issued share capital of Charles Taylor on a fully diluted basis.

·; Whilst Charles Taylor has a clear strategy to develop and transform its business and deliver shareholder value, the Charles Taylor Directors believe that the terms of the Offer are compelling, acknowledge the quality and strong prospects of Charles Taylor's business and deliver attractive value to Charles Taylor Shareholders allowing them to crystallise the value of their holdings following the Scheme becoming effective.

·; As a result, the Charles Taylor Directors, who have been so advised by Rothschild & Co as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Charles Taylor Directors, Rothschild & Co has taken into account the commercial assessments of the Charles Taylor Directors.

·; Accordingly, the Charles Taylor Directors intend to recommend unanimously that Charles Taylor Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the Charles Taylor Directors who hold Charles Taylor Shares have irrevocably undertaken to do or procure to be done in respect of their own beneficial holdings, or to use all reasonable endeavours to procure to be done in respect of the beneficial holdings of their close relatives, amounting, in aggregate, to 905,043 Charles Taylor Shares and representing approximately 1.16 per cent. of the issued share capital of Charles Taylor as at 18 September 2019 (being the latest practicable date prior to publication of this Announcement).

·; It is intended that the Offer will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

·; The Offer will be put to Charles Taylor Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Charles Taylor Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Charles Taylor Shares voted. In addition, at the General Meeting to implement the Scheme a special resolution to approve the adoption of the Amended Charles Taylor Articles must be passed by Charles Taylor Shareholders representing at least 75 per cent. of the votes cast on that resolution.

·; The Offer is conditional on certain antitrust and regulatory clearances including the approval of the FCA and, if relevant, the PRA and Lloyd's in the UK, and regulatory approvals in the Isle of Man, Bermuda and the State of Texas, United States of America.

·; The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the General Meeting, will be published as soon as practicable and, in any event, within 28 days of this Announcement (or such later date as may be agreed with the Panel).

·; Accordingly, it is currently expected that the Court Meeting and the General Meeting will be held in November 2019 and, subject to the satisfaction or waiver of all relevant Conditions and the further terms and conditions set out in Appendix I and to be set out in the Scheme Document, that the Scheme will become effective in early 2020.

Commenting on the Offer, Edward Creasy, Chairman, of Charles Taylor, said:

"The Charles Taylor Board is confident in the quality and long term prospects of the Charles Taylor group, but believes that this offer recognises these factors and represents a good opportunity for shareholders to realise value for their investment at an attractive premium. As a private company with Lovell Minnick's backing, I believe Charles Taylor will continue to capitalise on opportunities in its markets and ensure the future success of Charles Taylor for employees, partners and clients."

Commenting on the Offer, David Marock, Group CEO of Charles Taylor, said:

"I am proud of what Charles Taylor has achieved over many years for its clients, partners, employees and shareholders. These achievements have been founded on its people, innovation and commitment to excellent client service. I am confident that this acquisition by Lovell Minnick, a highly regarded investor with experience in our markets, will provide Charles Taylor with the opportunity to continue to deliver on its existing growth strategy. They understand the foundations and strengths of our group and we welcome their commitment to working with the management team to drive the business forward."

Commenting on the Offer, Spencer Hoffman and Jason Barg, partners of Lovell Minnick, said:

"We are delighted to invest in Charles Taylor and to support David and the management team in continuing the development of the business they have built over the past years. Charles Taylor is a high-quality business, operating in a sector Lovell Minnick has a strong track record of investing in and we believe that partnering with Lovell Minnick to pursue a shared vision to grow the platform will provide benefit to clients, employees and partners."

This Summary should be read in conjunction with, and is subject to, the full text of this Announcement. The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this summary and the Announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to the Offer and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Debevoise & Plimpton LLP is providing legal advice to Lovell Minnick and LMP Bidco. Davis Polk & Wardwell London LLP is providing legal advice to Charles Taylor.

Important notices

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Lovell Minnick and LMP Bidco and for no one else in connection with the Offer and will not be responsible to anyone other than Lovell Minnick and LMP Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Charles Taylor and for no one else in connection with the Offer and will not be responsible to anyone other than Charles Taylor for providing the protections afforded to its clients, nor for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Charles Taylor and for no one else in connection with the Offer and will not be responsible to anyone other than Charles Taylor for providing the protections afforded to its clients, nor for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Proposed Acquisition.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Charles Taylor will prepare the Scheme Document to be distributed to Charles Taylor Shareholders at no cost to them. Charles Taylor and LMP Bidco urge Charles Taylor Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Any decision to vote in respect of the resolutions to be proposed at the Court Meeting and the General Meeting should be based on the information contained in the Scheme Document.

Each Charles Taylor Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Offer.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if LMP Bidco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by LMP Bidco and no one else. In addition to any such Takeover Offer, LMP Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Charles Taylor outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Charles Taylor's financial statements, and all financial information that is included in this Announcement, or that may be included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Unless otherwise determined by LMP Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Charles Taylor Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Forward looking statements

This Announcement contains statements about Lovell Minnick, LMP Bidco and the Charles Taylor Group that are or may be forward looking statements. These statements are based on the current expectations of the management of Lovell Minnick, LMP Bidco and Charles Taylor and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Offer, other than statements of historical facts included in this Announcement, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of LMP Bidco's or the Charles Taylor Group's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on LMP Bidco's or the Charles Taylor Group's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. 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) and none of Lovell Minnick, LMP Bidco nor any member of the Charles Taylor Group (nor any of their respective directors, officers, employees or advisers) provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by the forward looking statements will actually occur. Further, each of Lovell Minnick, LMP Bidco and each member of the Charles Taylor Group disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

All subsequent oral or written forward looking statements attributable to any member of the Charles Taylor Group or Lovell Minnick or LMP Bidco, or any of their respective directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or profit estimates

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

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offerors, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

In accordance with Rule 2.9 of the Code, Charles Taylor confirms that as, at the date of this Announcement, its current issued share capital comprises 77,913,724 ordinary shares of 1 pence each. Charles Taylor does not hold any Charles Taylor Shares in treasury, however, Charles Taylor Shares held by the Charles Taylor Employee Share Ownership Trust (301,202 as at 18 September 2019) are disclosed as treasury shares and deducted from contributed equity in Charles Taylor's financial statements. The International Securities Identification Number for Charles Taylor Shares is GB0001883718.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, RBC and its affiliates will continue to act as exempt principal trader in Charles Taylor securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Information relating to Charles Taylor Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Charles Taylor Shareholders, persons with information rights and other relevant persons for the receipt of communications from Charles Taylor may be provided to LMP Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Charles Taylor's website at http://www.ctplc.com/investors/ and on LMP Bidco's website at www.lmpartners.com by no later than 12.00 p.m. on the Business Day following this Announcement.

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Charles Taylor Shareholders may request a hard copy of this Announcement by contacting Computershare Investor Services PLC ("Computershare") on +44 (0) 370 889 4020. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Charles Taylor Shareholders may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. If a Charles Taylor Shareholder has received this Announcement in electronic form, hard copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 September 2019

RECOMMENDED CASH OFFER

for

CHARLES TAYLOR plc ("Charles Taylor")

by

JEWEL BIDCO LIMITED ("LMP BIDCO")

a company formed on behalf of funds advised by

Lovell Minnick Partners LLC and its affiliates ("Lovell Minnick")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1. Introduction

The boards of LMP Bidco and Charles Taylor are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which LMP Bidco will acquire the entire issued and to be issued share capital of Charles Taylor. The Offer is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2. The Offer

Under the terms of the Offer, which will be subject to Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Charles Taylor Shareholders at the Scheme Record Time will be entitled to receive:

For each Charles Taylor Share 315 pence in cash

In addition, under the terms of the Offer, Charles Taylor Shareholders will be entitled to receive the previously declared Interim 2019 Dividend of 3.65 pence per Charles Taylor Share to be paid on 8 November 2019 to Charles Taylor Shareholders on the Charles Taylor register of members on 11 October 2019 without any consequential reduction in the Offer Price, subject to the terms set out in paragraph 18 of this Announcement.

The Offer Price represents:

·; a premium of approximately 34.0 per cent. to the Closing Price per Charles Taylor Share of 235 pence on 18 September 2019 (being the last Business Day prior to the date of this Announcement);

·; a premium of approximately 39.5 per cent. to the three-month volume weighted average price of 226 pence per Charles Taylor Share to 18 September 2019 (being the last Business Day prior to the date of this Announcement);

·; a premium of approximately 40.9 per cent. to the six-month volume weighted average price of 224 pence per Charles Taylor Share to 18 September 2019 (being the last Business Day prior to the date of this Announcement); and

·; a value of approximately £261 million for the entire issued and to be issued share capital of Charles Taylor on a fully diluted basis.

It is currently expected that the Scheme Document will be published in October 2019, that the Court Meeting and the General Meeting will be held in November 2019 and, subject to the satisfaction or waiver of all relevant Conditions and the further terms and conditions set out in Appendix I and to be set out in the Scheme Document, that the Scheme will become effective in early 2020.

3. Background to and reasons for the Offer

Lovell Minnick has significant experience of investments in similar businesses to Charles Taylor, and is confident in the overall prospects of Charles Taylor's businesses and the sectors in which it operates. Lovell Minnick considers the Charles Taylor team to have built a high quality business and intends to support Charles Taylor by leveraging its expertise and experience of investing in global financial services companies, including related technology and business service companies.

Furthermore, Lovell Minnick believes there is strong cultural and strategic alignment between Lovell Minnick and Charles Taylor, and is excited to partner with Charles Taylor to pursue a shared vision to grow the platform, focusing on expanding client relationships, broadening specialist capabilities and the range of services and technology solutions, deepening geographic coverage, and reinvesting in quality of service and technology.

Lovell Minnick focuses on developing strong working relationships with management teams and being value-added partners to help build long-term value for clients, employees and shareholders.

4. Recommendation

The Charles Taylor Directors, who have been so advised by Rothschild & Co as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Charles Taylor Directors, Rothschild & Co has taken into account the commercial assessments of the Charles Taylor Directors.

The Charles Taylor Directors remain confident that Charles Taylor's strategy can deliver material value for Charles Taylor Shareholders as an independent company, but that this has not been recognised in the share price of Charles Taylor in recent years. They believe that the terms of the Offer reflect this value, the quality of Charles Taylor's businesses and its future prospects.

Accordingly, the Charles Taylor Directors intend to recommend unanimously that Charles Taylor Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Charles Taylor Directors who hold Charles Taylor Shares have irrevocably undertaken to do or procure to be done in respect of their own beneficial holdings, or to use all reasonable endeavours to procure to be done in respect of the beneficial holdings of their close relatives, amounting, in aggregate, to 905,043 Charles Taylor Shares and representing approximately 1.16 per cent. of the issued share capital of Charles Taylor as at 18 September 2019 (being the latest practicable date prior to publication of this Announcement).

5. Background to and reasons for the Recommendation

Charles Taylor is a leading international provider of professional services and technology solutions to numerous clients across the global insurance market. It operates 24 hours a day across the globe to support every stage of the insurance lifecycle and every aspect of the insurance operating model. With approximately 3,100 employees spanning 30 countries, Charles Taylor brings together the skills and expertise of people across the organisation to deliver the best possible outcomes to its clients.

Charles Taylor operates three principal business units:

·; Claims Services manages specialist claims, adjusts complex losses, offers 24/7 medical assistance and provides expert technical services. It combines technical expertise, efficient processes and effective technology to deliver better outcomes for insurers and insureds.

·; Insurance Management establishes and manages insurance programmes and entities from end to end under a model of long-term partnership with clients.

·; InsureTech helps insurance businesses operate and drive change through the delivery of technology-enabled solutions. It provides insurance market technology consultancy and software implementation using proprietary software solutions to enable clients to transform their businesses.

Over a five-year period ended on 31 December 2018, Charles Taylor has grown revenues by 115 per cent., while returning approximately £32 million to shareholders through dividends. Over the same period, Charles Taylor has sought to create value for shareholders through the execution of an organic growth strategy and through targeted acquisitions. The Charles Taylor Directors believe that Charles Taylor can continue to execute against its current strategy by leveraging its strong brand, extensive and strong relationships and deep technical expertise in providing end-to-end professional services and by rolling out its technology offering. By doing so Charles Taylor can continue to deliver growth and create further shareholder value over the long-term.

Notwithstanding this, the Proposed Acquisition is expected to deliver a number of strategic benefits for Charles Taylor's business, including the opportunity to operate in a private context, and against this backdrop LMP Bidco has been able to offer a price to Charles Taylor Shareholders that recognises the value created by Charles Taylor's strategy to date and the value that this strategy is expected to generate in the future.

The Charles Taylor Directors are pleased that LMP Bidco has affirmed the importance of the management and employees of Charles Taylor to its future strategy and welcome LMP Bidco's confirmation that following completion of the Proposed Acquisition, the existing contractual and statutory employment rights of all Charles Taylor's management and employees will be fully safeguarded in accordance with applicable law. The Charles Taylor Directors also welcome LMP Bidco's confirmation that it intends to continue to service Charles Taylor's existing customers to a high standard.

The Charles Taylor Directors also note that the Offer is priced at a premium of approximately 34.0 per cent. to the Closing Price per Charles Taylor Share of 235 pence on 18 September 2019 (being the last Business Day prior to the publication of this Announcement) and approximately 40.9 per cent. to the six-month volume weighted average price of 224 pence per Charles Taylor Share to 18 September 2019 (being the last Business Day prior to the publication of this Announcement).

In response to unsolicited approaches from Lovell Minnick and others, Charles Taylor and its advisers engaged in discussions with a number of interested parties over recent months. The offer from Lovell Minnick was the most attractive offer received by Charles Taylor.

Whilst Charles Taylor has a clear strategy to develop and grow its business and continue to deliver shareholder value, having taken into account all relevant factors, the Charles Taylor Directors believe that the terms of the Offer acknowledge the quality and strong prospects of Charles Taylor's business and deliver attractive value to Charles Taylor Shareholders allowing them to obtain liquidity for their investment and to crystallise the value of their holdings. As such, the Charles Taylor Directors intend to recommend unanimously the Offer to Charles Taylor Shareholders.

6. Irrevocable undertakings

LMP Bidco has received irrevocable undertakings from each of the Charles Taylor Directors who hold Charles Taylor Shares to vote, or procure voting, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 379,430 Charles Taylor Shares, representing, in aggregate, approximately 0.49 per cent. of the share capital of Charles Taylor in issue on 18 September 2019 (being the latest practicable date prior to publication of this Announcement). These irrevocable undertakings remain binding in the event a competing offer is made.

In addition, certain of these Charles Taylor Directors have also irrevocably undertaken to use all reasonable endeavours to procure that their close relatives who hold Charles Taylor Shares (and who have beneficial holdings, in aggregate, of 525,613 Charles Taylor Shares representing approximately 0.67 per cent. of the issued share capital of Charles Taylor as at 18 September 2019 (being the latest practicable date prior to publication of this Announcement)), vote, or procure voting, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.

Therefore, LMP Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting with respect to, in aggregate, 905,043 Charles Taylor Shares representing approximately 1.16 per cent. of the existing issued share capital of Charles Taylor as at 18 September 2019 (being the latest practicable date prior to publication of this Announcement).

Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in Appendix III to this Announcement.

7. Information on Lovell Minnick, LMP Bidco and Pantheon

Lovell Minnick

Lovell Minnick is a private equity firm founded in 1999 by Jeffrey D. Lovell and James E. Minnick, who are Co-Chairmen and partners of Lovell Minnick. Lovell Minnick is focused on investments in the global financial services industry, including related technology and business services companies. Since its inception in 1999, Lovell Minnick has raised $3.3 billion of committed capital from leading institutional investors including public and private pensions, insurance companies, endowments and foundations, including $1.28 billion of capital committed to the Lovell Minnick Funds. Lovell Minnick has approximately 40 team members, of whom 21 are investment professionals, operating from offices in Philadelphia, Los Angeles and New York. Lovell Minnick provides buyout and growth capital, leveraging its deep domain expertise and network of relationships to support dynamic companies in capitalising on attractive market opportunities. Lovell Minnick focuses on developing strong working relationships with management teams and being value-added partners to help build long-term value for clients, employees and shareholders.

Lovell Minnick is a growth investor with significant experience in the insurance services and related technology space. To date, Lovell Minnick has completed more than 50 portfolio company investments. Relevant examples of current and former Lovell Minnick investments include: J.S. Held, Worldwide Facilities, Duff & Phelps, ATTOM and Trea Asset Management. None of Lovell Minnick's current portfolio companies compete directly or indirectly with Charles Taylor.

LMP Bidco

LMP Bidco is incorporated in England and Wales and is a wholly-owned indirect subsidiary of funds advised by Lovell Minnick, and is managed and controlled by Lovell Minnick. LMP Bidco was incorporated solely for the purpose of the Proposed Acquisition.

Pantheon

Pantheon will subscribe for a minority indirect interest in LMP Bidco, as further described in paragraph 12 (Financing) below.

The Pantheon Group was founded in 1982 and is a leading global investor in private equity, infrastructure, real assets and debt. As at 31 March 2019 the Pantheon Group had USD 46.3 billion in assets under management, including assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function. The Pantheon Group operates from offices in New York, San Francisco, London, Hong Kong, Seoul, Bogota and Dublin, with representation in a number of other key markets and employs approximately 290 staff, 90 of which are investment professionals. The Pantheon Group has a broad client base comprising public and private pension funds, insurance companies, endowments and foundations. Pantheon is owned by Pantheon partners along with Affiliated Managers Group Inc.

8. Information on Charles Taylor

Charles Taylor is a global provider of professional services and technology solutions dedicated to enabling the global insurance market to do its business fundamentally better. Dating back to 1884, Charles Taylor now employs approximately 3,100 staff in more than 120 locations spread across 30 countries in Europe, the Americas, Asia Pacific, the Middle East and Africa. Charles Taylor believes that it holds a distinctive position in its markets in that it is able to provide professional services and technology solutions in order to support every stage of the insurance lifecycle and every aspect of the insurance operating model. Charles Taylor serves a diversified blue-chip international customer base that includes national and international insurance companies, mutuals, captives, MGAs, Lloyd's syndicates and reinsurers - along with brokers, distributors and corporate insureds.

Charles Taylor is a public company and has been listed on the Official List and traded on the Main Market of the London Stock Exchange since 1996.

9. Directors, management, employees, pensions, research and development and locations

LMP Bidco's strategic plans for Charles Taylor

LMP Bidco holds in high regard the reputation of Charles Taylor's management and staff, the company's competitive position and its track record of providing high quality service to its customers across the insurance industry.

LMP Bidco believes that in order to maximise its future growth, Charles Taylor will be better suited to a private company environment, where initiatives relating to the performance and development of its businesses can be implemented effectively, with appropriate assistance from Lovell Minnick and without the costs, constraints and distractions associated with being a listed company.

LMP Bidco intends to continue to support Charles Taylor's existing customers and pursue growth opportunities in respect of Charles Taylor's claims services businesses, and its insurance management and InsureTech businesses. The growth strategy for each of these businesses is expected to remain unchanged and, accordingly, LMP Bidco and Charles Taylor's management intend to work together to:

·; grow the Adjusting and Other Claims Services businesses across the globe;

·; support the sustainable growth of the Insurance Management clients; and

·; further develop the InsureTech business.

Charles Taylor's InsureTech business includes Charles Taylor's development resources and intellectual property and focuses on building new technology-enabled solutions for Charles Taylor's clients. LMP Bidco intends to continue to operate the development function of InsureTech.

Following completion of the Proposed Acquisition, LMP Bidco intends to comply with the terms of Charles Taylor's existing customer contracts and intends to continue to provide services to such customers to a high standard.

Employees and Management

LMP Bidco attaches great importance to the skill and experience of Charles Taylor's management and employees and recognises that the commitment of the employees and management of the Charles Taylor Group will be a critical part of the future success of Charles Taylor.

Building on its current strategy, LMP Bidco intends to support the Charles Taylor management team in executing appropriate technology-related and other initiatives to drive efficiency, effectiveness and growth, and does not intend to initiate any material headcount reductions within the current Charles Taylor organisation as a result of the Offer. There are no intentions to make any changes to management structures or reporting lines.

LMP Bidco confirms that, following completion of the Proposed Acquisition, the existing contractual and statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of Charles Taylor and its subsidiaries will be fully safeguarded in accordance with applicable law.

LMP Bidco has no intention to make any material change to the conditions of employment of Charles Taylor employees or in the balance of the skills and functions of the employees and management of Charles Taylor. It is expected that once Charles Taylor ceases to be a listed company, certain corporate and support functions will potentially require reduced headcount. LMP Bidco has not yet developed proposals as to how any such headcount reductions would be implemented.

Following completion of the Proposed Acquisition, LMP Bidco intends to put in place incentivisation arrangements for certain managers and employees of Charles Taylor. The terms of these arrangements are to be determined at the appropriate time. LMP Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangement with any member of Charles Taylor's management or with any Charles Taylor employee, and no such discussions will take place prior to completion of the Proposed Acquisition.

Upon completion of the Proposed Acquisition, LMP Bidco does not intend to make any material restructurings or changes in location of Charles Taylor's headquarters and headquarters functions, operations and places of business. In addition, no changes are expected with respect to the redeployment of Charles Taylor's fixed asset base or the research and development functions of Charles Taylor.

LMP Bidco expects that Charles Taylor's non-executive directors will resign from the board of Charles Taylor upon completion of the Proposed Acquisition.

Pension Schemes

The Charles Taylor Group has four UK defined benefit schemes. LMP Bidco recognises the importance of fulfilling the Charles Taylor Group's pension obligations and of ensuring that its UK defined benefit schemes are appropriately funded in accordance with statutory requirements, including the importance of these matters to the beneficiaries of the schemes.

Two of the UK defined benefit schemes have an estimated funding deficit and contributions are being paid by the Charles Taylor Group to address these deficits. LMP Bidco has no intention to reduce ongoing employer contributions into any of the Charles Taylor Group's defined benefit pension schemes.

Ahead of announcing the Proposed Acquisition, LMP Bidco engaged in an initial discussion with the Chairman of the trustees of each of the UK defined benefit pensions schemes. LMP Bidco intends to continue such discussions with the Trustees of each of the UK defined benefit schemes following this announcement.

Each of the UK defined benefit schemes is closed to new members. LMP Bidco has no intention of amending the benefits being accrued by current members of the defined benefit schemes.

Trading Facilities

Charles Taylor is currently admitted to listing on the Official List and to trading on the London Stock Exchange. As set out in paragraph 16, requests will be made to the FCA to de-list Charles Taylor from the Official List, to the London Stock Exchange to cancel trading in Charles Taylor Shares and to re-register it as a private company.

Strategic plans for Lovell Minnick

Except to the extent described above, the Offer is not expected to impact the existing businesses of Lovell Minnick.

No statements in this paragraph 9 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

10. Charles Taylor Share Plans

Participants in the Charles Taylor Share Plans will be contacted regarding the effect of the Offer on their rights under the Charles Taylor Share Plans and an appropriate offer will be made to such participants which reflects their rights under the Charles Taylor Share Plans in due course.

11. Retention arrangements

Charles Taylor will put in place such retention arrangements as it considers appropriate for its employees, in respect of the period up to 6 months following completion of the Acquisition at a total cost of not more than £500,000.

12. Financing

The consideration payable by LMP Bidco pursuant to the Offer will be funded from (a) equity financing drawn down from the Lovell Minnick Funds, as may be reduced by syndication (as described below), and (b) debt financing arranged and underwritten by RBC.

RBC, financial adviser to Lovell Minnick and LMP Bidco, is satisfied that the resources available to LMP Bidco are sufficient to enable LMP Bidco to satisfy in full the cash consideration payable to Charles Taylor Shareholders under the terms of the Offer.

It is expected that the Lovell Minnick Funds will syndicate part of their equity funding commitments. In connection with this syndication, Pantheon has committed to provide up to the lesser of (i) 39.9% of the equity funding and (ii) $118,000,000, with the current intention being to reduce that commitment as part of syndication to an amount equal to approximately 20-25% of the equity funding.

In connection with the equity financing of LMP Bidco, the Lovell Minnick Funds and Pantheon have each entered into Equity Commitment Letters. Under their Equity Commitment Letter with the Lovell Minnick Funds, Pantheon has agreed: (i) to co-operate with LMP Bidco in connection with obtaining any regulatory clearances required in connection with the Proposed Acquisition; and (ii) not to deal in Charles Taylor Shares without LMP Bidco's consent. Pantheon has a right to terminate its Equity Commitment Letter if (i) the Offer is to be implemented by way of a Takeover Offer rather than by way of the Scheme, or (ii) the Lovell Minnick Funds syndicate Pantheon's commitment to an amount less than $50,000,000. The Pantheon Equity Commitment Letter may also be terminated if Lovell Minnick deems it necessary, desirable or appropriate for regulatory reasons. If Pantheon terminates its Equity Commitment Letter in accordance with its terms, or otherwise fails to provide its equity funding, the Lovell Minnick Funds have committed to provide the required equity funding to LMP Bidco.

Further information regarding these arrangements will be included in the Scheme Document.

13. Offer-related Arrangements

Co-Investment Agreements

Pantheon entered into co-investment side letters with LM Freeway Co-Investment LP on 19 September 2019 (the "Co-Investment Agreements") which set out the terms and conditions on which Pantheon will subscribe for non-voting equity interests in LM Freeway Co-Investment LP, a Delaware limited partnership managed and advised by Lovell Minnick, through which Pantheon will hold its interests in LMP Bidco. The Co-Investment Agreements include terms relating to the structure of the subscription by Pantheon for interests in LM Freeway Co-Investment LP, and an obligation to enter into a limited partnership agreement in respect of LM Freeway Co-Investment LP when the Scheme becomes effective.

Confidentiality Agreement

Lovell Minnick Partners and Charles Taylor entered into a confidentiality agreement on 22 August 2019 (the "Confidentiality Agreement") pursuant to which Lovell Minnick has undertaken to keep, and to procure that certain of its representatives keep, confidential information relating to Charles Taylor and/or to the Offer, to use such information solely for the agreed purposes in relation to the Offer and not to disclose it to third parties (with certain exceptions). These confidentiality obligations will remain in force until 22 August 2021 (or, if earlier, the consummation of the acquisition pursuant to the Offer). The Confidentiality Agreement contains standstill provisions which restrict Lovell Minnick from acquiring or offering to acquire interests in certain securities of Charles Taylor for a period of 12 months from the date of the Confidentiality Agreement; those restrictions do not prohibit the making of this Announcement.

The Confidentiality Agreement also contains restrictions on Lovell Minnick soliciting or employing certain of Charles Taylor's employees and soliciting Charles Taylor's clients for a period of 24 months from the date of the Confidentiality Agreement.

Co-operation Agreement

LMP Bidco and Charles Taylor have entered into the Co-operation Agreement, pursuant to which LMP Bidco has, amongst other things, agreed to use, and to use all reasonable endeavours to procure the Lovell Minnick Funds and Pantheon use, all reasonable endeavours to secure any consent, clearance, permission, waiver and/or approval and make all filings, as are necessary from or under any law, regulation or practice applied by any applicable regulatory authority in connection with Conditions 4 to 9 (inclusive) of Part A of Appendix I.

In addition, LMP Bidco and Charles Taylor have agreed to certain undertakings to co-operate and provide each other with reasonable information and assistance in relation to the filings, submissions, notifications and any potential disposals to be made in relation to such regulatory clearances and authorisations. LMP Bidco has also agreed to provide Charles Taylor with such information, assistance and access as may reasonably be required for the preparation of the Scheme Document.

The Co-operation Agreement will terminate in certain circumstances, including: (i) on service of written notice by LMP Bidco to Charles Taylor, if any Condition becomes incapable of satisfaction in circumstances where the invocation of such Condition (or confirmation that it has become incapable of satisfaction) has been permitted by the Panel; (ii) on service of written notice by LMP Bidco to Charles Taylor, or Charles Taylor to LMP Bidco, if the Charles Taylor Directors withdraw their recommendation of the Offer or a competing proposal is recommended by the Charles Taylor Directors or completes or becomes effective or is declared or becomes unconditional in all respects; (iii) if the Offer is, with the permission of the Panel, withdrawn or lapses (save in certain circumstances); or (iv) if the Scheme does not become effective in accordance with its terms on or before the Long Stop Date or a date otherwise agreed in writing between LMP Bidco and Charles Taylor.

The Co-operation Agreement also contains provisions that will apply in respect of the directors' and officers' insurance, the Charles Taylor Share Plans, if the Scheme should switch to a Takeover Offer, certain other employee related arrangements and the permitted Interim 2019 Dividend.

14. Structure of the Offer

It is intended that the Offer will be effected by means of a Court-approved scheme of arrangement between Charles Taylor and Scheme Shareholders under Part 26 of the Companies Act. LMP Bidco reserves the right to elect to implement the Offer by way of a Takeover Offer (with the consent of the Panel and subject to the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for LMP Bidco to become the holder of the entire issued and to be issued share capital of Charles Taylor.

The Scheme is an arrangement between Charles Taylor and the Scheme Shareholders pursuant to which the Scheme Shares will be transferred to LMP Bidco in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this Announcement.

The Offer will be put to Charles Taylor Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Charles Taylor Shareholders voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Charles Taylor Shares voted. In addition, at the General Meeting to implement the Scheme a special resolution to approve the adoption of the Amended Charles Taylor Articles must be passed by Charles Taylor Shareholders representing at least 75 per cent. of the votes validly cast on that resolution. The General Meeting will be held immediately after the Court Meeting.

The Scheme will also be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become effective once an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Charles Taylor Shareholders, whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour). Subject to the satisfaction of the Conditions, the Scheme is expected to become effective in early 2020.

Any Charles Taylor Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. Any Charles Taylor Shares issued after the Scheme Record Time will be subject to the Amended Charles Taylor Articles and be automatically transferred to LMP Bidco.

The Offer will lapse if the Scheme does not become effective by the Long Stop Date.

Further details of the Scheme, including an indicative timetable for its implementation and the necessary action to be taken by Charles Taylor Shareholders, will be set out in the Scheme Document, which is expected to be dispatched to Charles Taylor Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement (or such later date as may be agreed with the Panel).

15. Conditions

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. In particular, the Offer will be conditional upon the FCA and, to the extent required, the PRA and Lloyd's having approved the acquisition of Charles Taylor by LMP Bidco as well as regulatory approvals in the Isle of Man, Bermuda and the State of Texas, United States of America.

16. De-listing and re-registration

Prior to the Scheme becoming effective, Charles Taylor will make an application to the FCA for the cancellation of the listing of Charles Taylor Shares on the Official List and to the London Stock Exchange for the cancellation of trading of Charles Taylor Shares on its main market for listed securities, in each case to take effect from or shortly after the Effective Date. The last day of dealings in Charles Taylor Shares on the main market of the London Stock Exchange is expected to be the date of the Scheme Court Hearing and no transfers will be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of Charles Taylor Shares will cease to be valid and should be destroyed. In addition, entitlements to Charles Taylor Shares held within the CREST system will be cancelled.

It is also proposed that, following the Effective Date and after its shares are delisted, Charles Taylor will be re-registered as a private limited company.

17. Disclosure of interests in Charles Taylor Shares

Save in respect of the irrevocable undertakings referred to in paragraph 6 above, as at the close of business on 18 September 2019 (being the latest practicable date prior to the date of this Announcement) neither LMP Bidco, nor any of its directors, nor, so far as LMP Bidco is aware, any person acting in concert (within the meaning of the Code) with it (i) has any interest in or right to subscribe for any relevant securities of Charles Taylor, or (ii) has any short positions in respect of relevant securities of Charles Taylor (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (iii) has borrowed or lent any relevant securities of Charles Taylor (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code.

It has not been practicable for LMP Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if LMP Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Charles Taylor, all relevant details in respect of LMP Bidco's concert parties will be included in LMP Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code which must, unless there are no such interests of which LMP Bidco is aware, be made within 10 business days of this Announcement.

18. Dividends

Should completion of the Proposed Acquisition occur after 11 October 2019, being the record date for Charles Taylor's 2019 interim dividend in respect of the completed six-month period ending 30 June 2019, Charles Taylor's shareholders shall be entitled to receive and retain the dividend of 3.65 pence per Charles Taylor Share announced by Charles Taylor on 11 September 2019 and to be paid on 8 November 2019, in respect of the completed six-month period ending 30 June 2019 (the "Interim 2019 Dividend") without any reduction to the consideration payable by LMP Bidco pursuant to the Offer.

If any dividend other than the Interim 2019 Dividend is paid or becomes payable in respect of Charles Taylor Shares on or after the date of this Announcement and prior to the Effective Date, LMP Bidco has the right to reduce the consideration payable by LMP Bidco pursuant to the Offer by an amount up to the aggregate amount of such dividend or distribution (excluding any associated tax credit).

19. Overseas Shareholders

The availability of the Offer and the distribution of this Announcement to persons not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction. Such persons should inform themselves about, and observe, any applicable legal or regulatory requirements. Charles Taylor Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Charles Taylor Shareholders are advised to read carefully the Scheme Document and the forms of proxy once these have been dispatched.

20. General

LMP Bidco reserves the right, subject to the prior consent of the Panel and subject to the terms of the Co-operation Agreement, to elect to implement the Offer by way of a Takeover Offer for the entire issued and to be issued share capital of Charles Taylor not already held by LMP Bidco, as an alternative to the Scheme. In such an event, such offer will be implemented on the same terms (subject to appropriate amendments as described in Part B of Appendix I), so far as applicable, as those which would apply to the Scheme.

If the Offer is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, LMP Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Charles Taylor Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that LMP Bidco may purchase Charles Taylor Shares otherwise than under any Takeover Offer or scheme of arrangement relating to the Offer, such as in open market or privately negotiated purchases.

RBC, Rothschild & Co and Liberum have given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their respective names, in each case, in the form and context in which they appear.

21. Documents available on website

Copies of the following documents will be made available on both Charles Taylor's website at http://www.ctplc.com/investors/ and Lovell Minnick's website at www.lmpartners.com until the end of the Offer:

·; the irrevocable undertakings referred to in paragraph 6 above;

·; the Confidentiality Agreement;

·; the Co-operation Agreement;

·; the Co-Investment Agreements;

·; documents relating to the financing of the Scheme referred to in paragraph 12 above; and

·; a copy of this Announcement.

The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Debevoise & Plimpton LLP is providing legal advice to Lovell Minnick and LMP Bidco. Davis Polk & Wardwell London LLP is providing legal advice to Charles Taylor.

Important notices

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Lovell Minnick and LMP Bidco and for no one else in connection with the Offer and will not be responsible to anyone other than Lovell Minnick and LMP Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Charles Taylor and for no one else in connection with the Offer and will not be responsible to anyone other than Charles Taylor for providing the protections afforded to its clients, nor for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Charles Taylor and for no one else in connection with the Offer and will not be responsible to anyone other than Charles Taylor for providing the protections afforded to its clients, nor for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Proposed Acquisition.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Charles Taylor will prepare the Scheme Document to be distributed to Charles Taylor Shareholders at no cost to them. Charles Taylor and LMP Bidco urge Charles Taylor Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Any vote in respect of the Scheme or other responses in relation to the Offer should be made only on the basis of the information in the Scheme Document. Any decision to vote in respect of the resolutions to be proposed at the Court Meeting and the General Meeting should be based on the information contained in the Scheme Document.

Each Charles Taylor Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Offer.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if LMP Bidco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by LMP Bidco and no one else. In addition to any such Takeover Offer, LMP Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Charles Taylor outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Charles Taylor's financial statements, and all financial information that is included in this Announcement, or that may be included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Unless otherwise determined by LMP Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Charles Taylor Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Forward looking statements

This Announcement contains statements about Lovell Minnick, LMP Bidco and the Charles Taylor Group that are or may be forward looking statements. These statements are based on the current expectations of the management of Lovell Minnick, LMP Bidco and Charles Taylor and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Offer, other than statements of historical facts included in this Announcement, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of LMP Bidco's or the Charles Taylor Group's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on LMP Bidco's or the Charles Taylor Group's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. 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) and none of Lovell Minnick, LMP Bidco nor any member of the Charles Taylor Group (nor any of their respective directors, officers, employees or advisers) provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by the forward looking statements will actually occur. Further, each of Lovell Minnick, LMP Bidco and each member of the Charles Taylor Group disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

All subsequent oral or written forward looking statements attributable to any member of the Charles Taylor Group or Lovell Minnick or LMP Bidco, or any of their respective directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or profit estimates

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

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offerors, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

In accordance with Rule 2.9 of the Code, Charles Taylor confirms that, at the date of this Announcement, its current issued share capital comprises 77,913,724 ordinary shares of 1 pence each. Charles Taylor does not hold any Charles Taylor Shares in treasury, however, Charles Taylor Shares held by the Charles Taylor Employee Share Ownership Trust (301,202 as at 18 September 2019) are disclosed as treasury shares and deducted from contributed equity in Charles Taylor's financial statements. The International Securities Identification Number for Charles Taylor Shares is GB0001883718.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, RBC and its affiliates will continue to act as exempt principal trader in Charles Taylor securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Information relating to Charles Taylor Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Charles Taylor Shareholders, persons with information rights and other relevant persons for the receipt of communications from Charles Taylor may be provided to LMP Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Charles Taylor's website at http://www.ctplc.com/investors/ and on LMP Bidco's website at www.lmpartners.com by no later than 12.00 p.m. on the Business Day following this Announcement.

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Charles Taylor Shareholders may request a hard copy of this Announcement by contacting Computershare Investor Services PLC ("Computershare") on +44 (0) 370 889 4020. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Charles Taylor Shareholders may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. If a Charles Taylor Shareholder has received this Announcement in electronic form, hard copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Scheme

1 The Offer will be conditional upon the Scheme becoming unconditional and effective, subject to the Code, by not later than the Long Stop Date.

2 The Scheme will be subject to the following conditions:

(a) its approval by a majority in number of the Scheme Shareholders who are on the register of members of Charles Taylor at the Scheme Voting Record Time (or the relevant class or classes thereof, if applicable) who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) or any adjournment of any such meeting and who represent not less than 75 per cent. in value of the Charles Taylor Shares (or the relevant class or classes thereof, if applicable) voted by those Scheme Shareholders (or the relevant class or classes thereof, if applicable);

(b) the resolution required to approve and implement the Scheme and adopt the Amended Charles Taylor Articles being duly passed by the requisite majority of Charles Taylor Shareholders at the General Meeting;

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Charles Taylor and LMP Bidco) and the delivery of an office copy of the Court Order to the Registrar of Companies.

In addition, subject as stated in Part B below and to the requirements of the Panel, the Offer will be conditional upon the following Conditions and, accordingly, necessary actions to make the Scheme effective will not be taken unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and Authorisations

3 Excluding the Conditions set out at 5 to 9 (inclusive) below, all material mandatory notifications, filings or applications which are necessary in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory and regulatory obligations in any relevant jurisdiction having been complied with in each case in respect of the Offer and all Authorisations (excluding those covered by the Conditions set out at 5 to 9 (inclusive) below) reasonably deemed necessary or appropriate by LMP Bidco or any member of the Wider Lovell Minnick Group in any jurisdiction for or in respect of the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, in respect of the Proposed Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, the Wider Charles Taylor Group by any member of the Wider Lovell Minnick Group having been obtained in terms and in a form reasonably satisfactory to LMP Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider Charles Taylor Group has entered into contractual arrangements and, to the extent that the Offer or such acquisitions would result in the termination or withdrawal of an Authorisation, all such Authorisations necessary to carry on the business of any member of the Wider Charles Taylor Group in any jurisdiction which is material in the context of the Wider Charles Taylor Group as a whole having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations as a result of the Offer or such acquisitions;

Antitrust

4 No antitrust regulator or Third Party having given notice of a decision to take, institute or implement any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted or made any statute, regulation, decision, order or change to published practice (and, in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in each case to an extent or in a manner which is or would be material in the context of the Wider Charles Taylor Group or the Wider Lovell Minnick Group in either case taken as a whole:

(a) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Lovell Minnick Group or by any member of the Wider Charles Taylor Group of all or any material part of its businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(b) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Lovell Minnick Group or the Wider Charles Taylor Group to acquire or offer to acquire a material number of any shares, other securities (or the equivalent) or interest in any member of the Wider Charles Taylor Group or any material asset owned by any third party (other than in the implementation of the Offer);

(c) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Lovell Minnick Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Charles Taylor or on the ability of any member of the Wider Charles Taylor Group or any member of the Wider Lovell Minnick Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Charles Taylor Group;

(d) otherwise materially adversely affect any or all of the business, assets or profits of any member of the Wider Charles Taylor Group or any member of the Wider Lovell Minnick Group;

(e) result in any member of the Wider Charles Taylor Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f) make the Offer, its implementation or the acquisition of any shares or other securities in, or control or management of, Charles Taylor by any member of the Wider Lovell Minnick Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise materially prevent or prohibit, restrict, restrain, or delay or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Offer or the acquisition of any shares or other securities in, or control or management of, Charles Taylor by any member of the Wider Lovell Minnick Group; or

(g) impose any material limitation on the ability of any member of the Wider Lovell Minnick Group or any member of the Wider Charles Taylor Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Lovell Minnick Group and/or the Wider Charles Taylor Group;

Regulatory

5 To the extent required in connection with the Acquisition, the PRA and/or the FCA (as applicable) having given notice pursuant to section 189(4)(a) of the Financial Services and Markets Act 2000 ("FSMA") (or having issued a decision notice under section 189(7) FSMA in terms which do not impose any material conditions, obligations or restrictions on the Wider Lovell Minnick Group or the Wider Charles Taylor Group other than those which are satisfactory to LMP Bidco (acting reasonably)) that it or they approve(s) any acquisition or increase of control (as defined in sections 181 and 182 FSMA) over each member of the Wider Charles Taylor Group which is a UK authorised person (as defined in section 191(G)(1) FSMA) which, in either case, would take place as a result of the Proposed Acquisition or its implementation, or the PRA and/or the FCA (as applicable) being treated as having given such approval under section 189(6) FSMA (for the purposes of this paragraph, references to FSMA shall be read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009);

6 To the extent required in connection with the Acquisition, the Franchise Board or the Council (as required) (each as defined in the Lloyd's Definitions Byelaw (No. 7 of 2005) having given its consent in writing under section 12 of the Lloyd's Membership Byelaw (No. 5 of 2005) or section 43 of the Lloyd's Underwriting Byelaw (No. 2 of 2003) (as the case may be), in terms which do not impose any material conditions, obligations or restrictions on the Wider Lovell Minnick Group or the Wider Charles Taylor Group other than those which are satisfactory to LMP Bidco (acting reasonably), to each person who would become a controller (as defined in the Lloyd's Definitions Byelaw (No. 7 of 2005)) of each member of the Wider Charles Taylor Group which is a corporate member or a managing agent (each as defined in the Lloyd's Definitions Byelaw (No. 7 of 2005)) as a result of the Proposed Acquisition or its implementation being such a controller;

7 The Isle of Man Financial Services Authority confirming in writing, in terms which do not impose any material conditions, obligations or restrictions on the Wider Lovell Minnick Group or the Wider Charles Taylor Group other than those which are satisfactory to LMP Bidco (acting reasonably) that (i) it has no objection to the Proposed Acquisition or its implementation pursuant to section 29 of the Isle of Man Insurance Act 2008 and (ii) it consents to the Proposed Acquisition or its implementation pursuant to the Isle of Man Financial Services Rule Book 2016 (as amended);

8 The BMA having given its consent to the Bermuda Insurer within 30 days of the Bermuda Insurer's filing of a notice relating to a material change under section 30JA of the Bermuda Insurance Act, or the lapse of that 30 day period without the BMA having issued a notice of objection;

9 The Texas Department of Insurance confirming, pursuant to Section 4001.253 of the Texas Insurance Code, that it has no objection to the Proposed Acquisition or its implementation, or the lapse of 60 days from the date that a complete application for such change of control has been filed without objection from the Texas Department of Insurance;

Certain matters arising as a result of any arrangement, agreement, etc.

10 Except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Charles Taylor Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Lovell Minnick Group of any shares or other securities in Charles Taylor, or because of a change in the control or management of any member of the Wider Charles Taylor Group required by the Offer, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Charles Taylor Group or the Wider Lovell Minnick Group in either case taken as a whole:

(a) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Charles Taylor Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b) other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Charles Taylor Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(c) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Charles Taylor Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(d) any liability of any member of the Wider Charles Taylor Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(e) the rights, liabilities, obligations, interests or business of any member of the Wider Charles Taylor Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Charles Taylor Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(f) any member of the Wider Charles Taylor Group ceasing to be able to carry on business under any name under which it presently carries on business;

(g) the value of, or the financial or trading position of, any member of the Wider Charles Taylor Group being prejudiced or adversely affected; or

(h) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Charles Taylor Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Charles Taylor Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 10 (a) to (h), in each case to the extent material in the context of the Wider Charles Taylor Group or the Wider Lovell Minnick Group in either case taken as a whole;

Certain events occurring since 31 December 2018

11 Except as Disclosed, no member of the Wider Charles Taylor Group having since 31 December 2018:

(a) issued or agreed to issue, or authorised or announced its intention to authorise or propose the issue, of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised the transfer or sale of Charles Taylor Shares out of treasury (except, where relevant, as between Charles Taylor and wholly owned subsidiaries of Charles Taylor or between the wholly owned subsidiaries of Charles Taylor and except for the issue or transfer out of treasury of Charles Taylor Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Charles Taylor Share Plans);

(b) recommended, declared, paid or made, or agreed to declare, pay or make, any bonus, dividend or other distribution (whether payable in cash or otherwise) other than (i) dividends (or other distributions, whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Charles Taylor to Charles Taylor or any of its wholly owned subsidiaries, (ii) the final dividend in respect of the year ended 31 December 2018, and (iii) the Interim 2019 Dividend;

(c) other than pursuant to the Offer (and except for transactions between Charles Taylor and its wholly owned subsidiaries or between the wholly owned subsidiaries of Charles Taylor and transactions in the ordinary course of business), implemented, effected, authorised or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Charles Taylor Group taken as a whole;

(d) (except for transactions between Charles Taylor and its wholly owned subsidiaries or between the wholly owned subsidiaries of Charles Taylor and except for transactions in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so to an extent which is material in the context of the Wider Charles Taylor Group taken as a whole;

(e) (except for transactions between Charles Taylor and its wholly owned subsidiaries or between the wholly owned subsidiaries of Charles Taylor) issued, authorised or announced an intention to authorise or propose the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability (other than trade credit incurred in the ordinary course of business) or incurred or increased any indebtedness which is material in the context of the Wider Charles Taylor Group taken as a whole;

(f) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Charles Taylor Group which, taken together with any other such material transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider Charles Taylor Group taken as a whole;

(g) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Charles Taylor Group (except for salary increases, bonuses or variations of terms in the ordinary course);

(h) proposed, agreed to provide or modified the terms of any Charles Taylor Share Plan, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Charles Taylor Group which is material in the context of the Wider Charles Taylor Group taken as a whole;

(i) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub- paragraph (a) above, made any other change to any part of its share capital;

(j) other than in respect of claims between Charles Taylor and its wholly owned subsidiaries, waived, compromised or settled any claim otherwise than in the ordinary course of business, in each case to an extent which is material in the context of the Wider Charles Taylor Group taken as a whole;

(k) terminated or varied the terms of any agreement or arrangement between any member of the Wider Charles Taylor Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Charles Taylor Group taken as a whole;

(l) save as required in connection with the adoption of the Amended Charles Taylor Articles, made any material alteration to its memorandum or articles of association or other incorporation documents to an extent which is material in the context of the Offer;

(m) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to the following in a way that is material in the context of the Wider Charles Taylor Group taken as a whole:

(i) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Charles Taylor Group for its directors, employees or their dependants;

(ii) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(iii) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to, to an extent which is in any such case material in the context of the Wider Charles Taylor Group;

(n) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Charles Taylor Group taken as a whole;

(o) (other than in respect of a member of the Wider Charles Taylor Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, which is in any such case material in the context of the Wider Charles Taylor Group taken as a whole;

(p) (except for transactions between Charles Taylor and its wholly owned subsidiaries or between Charles Taylor's wholly owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(q) entered into a contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Charles Taylor Group or the Wider Lovell Minnick Group other than to a nature and extent which is not material in the context of the Wider Charles Taylor Group or the Wider Lovell Minnick Group in either case taken as a whole; or

(r) other than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 11;

No adverse change, litigation, regulatory enquiry or similar

12 Except as Disclosed, since 31 December 2018 there having been:

(a) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Charles Taylor Group which is material in the context of the Wider Charles Taylor Group taken as a whole;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider Charles Taylor Group or to which any member of the Wider Charles Taylor Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Charles Taylor Group, in each case which is or might reasonably be expected to be material in the context of the Wider Charles Taylor Group taken as a whole;

(c) no contingent or other liability having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Charles Taylor Group to an extent which is material in the context of the Wider Charles Taylor Group taken as a whole; and

(d) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Charles Taylor Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would or might reasonably be expected to have a material adverse effect on the Wider Charles Taylor Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

13 Except as Disclosed, LMP Bidco not having discovered and, in each case, to an extent which is material in the context of the Wider Charles Taylor Group taken as a whole:

(a) that any financial, business or other information concerning the Wider Charles Taylor Group publicly announced on or prior to the date of this Announcement or disclosed at any time to any member of the Wider Lovell Minnick Group by or on behalf of any member of the Wider Charles Taylor Group on or prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent;

(b) that any past or present member of the Wider Charles Taylor Group has not complied in any material respect with all applicable legislation, regulations or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability, including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Charles Taylor Group;

(c) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability on the part of any member of the Wider Charles Taylor Group;

(d) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Charles Taylor Group, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or

(e) that circumstances exist (whether as a result of making the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Charles Taylor Group would be likely to be required to institute) an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Charles Taylor Group (or on its behalf) or by any person for which a member of the Wider Charles Taylor Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider Charles Taylor Group taken as a whole; and

Anti-corruption, sanctions and criminal property

14 Except as Disclosed, LMP Bidco not having discovered, in each case to an extent which is material in the Wider Charles Taylor Group taken as a whole:

(a) (i) any past or present member, director, officer or employee of the Wider Charles Taylor Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti-corruption legislation applicable to the Wider Charles Taylor Group; or (ii) any person that performs or has performed services for or on behalf of the Wider Charles Taylor Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;

(b) any material asset of any member of the Wider Charles Taylor Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(c) any past or present member, director, officer or employee of the Wider Charles Taylor Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US, European Union or Isle of Man persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by applicable US, European Union or Isle of Man laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its Member States or the Isle of Man; or

(d) a member of the Wider Charles Taylor Group has engaged in any transaction which would cause any member of the Wider Lovell Minnick Group to be in breach of any applicable law or regulation upon its acquisition of Charles Taylor, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its Member States or the Isle of Man.

Part B: Certain further terms of the Offer

1 The Scheme will not become effective unless the Conditions have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by LMP Bidco to be or remain satisfied by no later than the Long Stop Date (or such later date as LMP Bidco and Charles Taylor may, with the consent of the Panel, agree and (if required) the Court may allow).

2 Subject to the requirements of the Panel, LMP Bidco reserves the right to waive in whole or in part all or any of the above Conditions 3 to 14 (inclusive). Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition. Under Rule 13.5 of the Code, LMP Bidco may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to LMP Bidco in the context of the Offer. Conditions 1 and 2 are not subject to this provision of the Code.

3 If LMP Bidco is required by the Panel to make an offer for Charles Taylor Shares under the provisions of Rule 9 of the Code, LMP Bidco may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

4 LMP Bidco will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3 to 14 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5 The Offer will lapse if there is a CMA Phase 2 Reference prior to the date of the Court Meeting.

6 LMP Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Offer by way of a Takeover Offer. In such event, the acquisition will be implemented on substantially the same terms which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 75 per cent. (or such other percentage as LMP Bidco may decide and subject to the terms of the Co-operation Agreement) in nominal value of the shares to which such Takeover Offer relates.

7 In the event that the Offer is implemented by way of a Takeover Offer, the Charles Taylor Shares acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) (other than the Interim 2019 Dividend).

8 If, after the date of this Announcement but prior to the Effective Date, any dividend or other distribution other than the Interim 2019 Dividend is declared, paid or made or payable by Charles Taylor, LMP Bidco reserves the right (without prejudice to any right of LMP Bidco, with the consent of the Panel, to invoke Condition 11(b) above) to reduce the consideration payable by LMP Bidco pursuant to the Offer by an amount up to the aggregate amount of such dividend or distribution (excluding any associated tax credit).

If any such dividend or distribution occurs, subject to the invocation of Condition 11(b) above, any reference in this Announcement to the Offer Price will be deemed to be a reference to the Offer Price as so reduced. If such reduction occurs, notwithstanding the terms on which the Charles Taylor Shares are expressed to be acquired by LMP Bidco pursuant to the Offer in this Appendix I, the Charles Taylor Shares will be acquired by or on behalf of LMP Bidco pursuant to the Offer fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid or made on or after the Effective Date.

To the extent that such a dividend or distribution has been declared, paid, made or is payable and it is: (i) transferred pursuant to the Offer on a basis which entitles LMP Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, the Offer Price will not be subject to change in accordance with this paragraph.

Any exercise by LMP Bidco of its rights referred to in this paragraph will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Offer.

9 The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

10 The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

11 The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document and as may be required to comply with the provisions of the Code. The Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the FCA.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

i. The value placed by the Offer on the existing issued share capital of Charles Taylor is based on 77,913,724 Charles Taylor Shares in issue on 18 September 2019, being the last Business Day prior to the date of this Announcement.

ii. The value of the Offer on a fully diluted basis has been calculated on the basis of 77,913,724 Charles Taylor Shares in issue on 18 September 2019 (being the last Business Day prior to the date of this Announcement) and an additional 4,898,837 Charles Taylor Shares that may be issued pursuant to the Charles Taylor Share Plans. This additional number of Charles Taylor Shares has been calculated on the basis of the maximum number of Charles Taylor Shares that may be issued under the Charles Taylor Share Plans, although the number to be issued is expected to be lower due to the application of the applicable rules.

iii. The Closing Price on 18 September 2019 is taken from the Daily Official List.

iv. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

v. Unless otherwise stated, the financial information relating to Charles Taylor is extracted or derived (without material adjustment) from the audited consolidated financial statements of Charles Taylor for the financial year ended 31 December 2018.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Irrevocable undertakings given by Charles Taylor Directors

* based on 77,913,724 Charles Taylor Shares in issue on 18 September 2019, being the last Business Day prior to the date of this Announcement.

These Charles Taylor Directors have given irrevocable undertakings to vote, or to procure voting, in favour of the Scheme, or, in the event the Proposed Acquisition is effected by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer in accordance with the procedure set out in the relevant offer document containing such Takeover Offer, in respect of the number of Charles Taylor Shares set out in column (2) above.

In addition, certain of these Charles Taylor Directors have also given irrevocable undertakings to use all reasonable endeavours to procure that their close relatives who hold Charles Taylor Shares vote, or procure voting, in favour of the Scheme, or, in the event the Proposed Acquisition is effected by way of a Takeover Offer, accept or procure the acceptance of the Takeover Offer in accordance with the procedure set out in the relevant offer document containing such Takeover Offer, in respect of the number of Charles Taylor Shares set out in column (4) above.

These irrevocable undertakings cease to be binding if: (i) where the Offer is to be implemented by way of the Scheme, if the Scheme does not become effective on or before the Long Stop Date, provided that the reason is not because LMP Bidco has elected to proceed by way of a Takeover Offer, rather than the Scheme; (ii) where the Offer is to be implemented by way of a Takeover Offer, if the relevant offer document is not despatched to Charles Taylor Shareholders on or before the date falling 28 days after the date of the firm announcement of such Offer or such later time as may be agreed by the Panel; (iii) LMP Bidco announces that it no longer intends to make or proceed with the Proposed Acquisition; (iv) if the Offer, whether to be implemented as a Scheme or a Takeover Offer, lapses or is withdrawn and LMP Bidco announces that it does not intend to proceed with the Proposed Acquisition; (v) if the Offer, whether to be implemented as a Scheme or a Takeover Offer, lapses or is withdrawn (which for the avoidance of doubt shall not include any suspension of the timetable applicable to any Scheme) and no revised or replacement Scheme or Offer has been announced by LMP Bidco, in accordance with the Code, within five (5) Business Days of such lapsing or withdrawal; or (vi) if (x) any other scheme of arrangement under section 895 of the Companies Act in respect of Charles Taylor becomes effective in accordance with its terms; or (y) any other offer made for the entire ordinary share capital of Charles Taylor becomes or is declared wholly unconditional.

Subject to the above, the terms of the irrevocable undertakings from each of the Charles Taylor Directors will continue to be binding in the event a higher competing offer is made for Charles Taylor.

APPENDIX IV

DEFINITIONS

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

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times referred to in this Announcement are London times unless otherwise stated. References to the singular include the plural and vice versa.