04 November 2016

Offer for all shares and warrants in TIG Topco Limited and Sentry Holdings Limited, the holding companies of Towergate Insurance Limited - Notice of Completion of the Offer and Notice of Mandatory Offer

Further to the announcement made on 28 October 2016 by Madison Dearborn Partners, LLC ("MDP") that a cash offer (“Offer”) made on 22 September 2016 by its affiliate, Tango Investments, LLC (“Offeror”), for all outstanding issued shares (“Shares”) in TIG Topco Limited (“TTL”) and Sentry Holdings Limited (“SHL”) and warrants in SHL (“Warrants”), under the terms of the document containing the Offer (“Offer Document”), had become wholly unconditional, MDP, on behalf of the Offeror, today announces that completion of the Offer took place on 4 November 2016 (“Completion”).

Following Completion the Offeror is now the holder of 17.9% of the voting rights in TTL and 37,577 A Shares and 15,865,976 warrants in SHL.

Together with the Offeror, funds managed, advised and/or controlled by HPS Investment Partners, LLC (formerly known as Highbridge Principal Strategies, LLC) or its affiliates, funds and accounts managed or advised by KKR Credit Advisors (US) LLC or its affiliates and Bain Capital Credit, L.P. or its affiliates now hold 95.3% of the Shares on a Look-Through Basis.

Today the Offeror also makes a further offer (“Mandatory Offer”) to purchase all Shares and Warrants not already held by the Offeror or SHL as at the date hereof, substantially on the same terms (including as to the price) as the Offer, as is required by the terms of the shareholders’ deed relating to the Towergate Group.

With effect from today’s date, the Offer Document shall automatically be deemed to be reissued to each such holder of Shares and Warrants, subject to certain amendments to the conditions, and the Mandatory Offer constituted thereby is expected to close on 9 December 2016.

The Offer Document so amended shall constitute the terms of the Mandatory Offer.

As each of SHL and TTL are incorporated in Jersey as private limited companies with equity securities that are not listed on any exchange or securities market, the City Code on Takeovers and Mergers does not apply to either SHL or TTL, or the Mandatory Offer. The City Code on Takeovers and Mergers will also not apply to either of SHL or TTL after completion of the Mandatory Offer.

Documentation related to the Offer and the Mandatory Offer, including the full terms and conditions of the Offer and the Mandatory Offer, and a copy of the notice of completion of the Offer and the Mandatory Offer notice, is available from Capita Asset Services, who are acting as the Receiving Agent for this transaction and may be reached via the contact information below.

For further information, please contact:

Madison Dearborn Partners:


Maitland Consultancy

Seda Ambartsumian or Jamie Dunkley



+44 20 7379 5151


Abernathy MacGregor

Chuck Dohrenwend or Kate Murray





Kelly-Ann Knight


+44 77 1786 6190

Capita Asset Services:

Receiving Agent at Capita Asset Services,

Corporate Actions,

The Registry,
34 Beckenham Road,


United Kingdom

Shareholder helpline: +44 37 1664 0321

About Madison Dearborn Partners

Madison Dearborn Partners (MDP), based in Chicago, is a leading private equity investment firm in the United States. Since MDP’s formation in 1992, the firm has raised seven funds with aggregate capital of approximately $23 billion and has completed approximately 130 investments. MDP’s seventh fund recently held a final close on $4.4 billion. MDP invests in businesses across a broad spectrum of industries, including financial and transaction services; business and government services; health care; telecom, media and technology services; basic industries; and consumer. Noteworthy financial and transaction services investments include Ankura Consulting Group, EVO Payments International and NFP Corp. For more information, please visit www.mdcp.com.

Investor Relations Contacts

Lois Hutchings - Group FP&A and Investor Relations Analyst

Towergate Insurance Limited

Email: Investor.Relations@towergate.co.uk