16 February 2015

Further to its announcement on 6 February 2015, Towergate Insurance (“Towergate”, the “Company” or collectively with its subsidiaries, the “Group”) is pleased to announce that the Joint Agreement has secured binding agreement from over 75% of both the senior secured and senior unsecured creditors by value. This surpasses an important threshold required for creditors to approve the schemes of arrangement.

As previously announced, the Joint Agreement will be implemented by way of two parallel schemes of arrangement under the UK Companies Act 2006 (one scheme in respect of the senior secured creditors and one scheme in respect of the senior unsecured creditors). The transaction is subject to customary regulatory approvals and is expected to complete before the end of March 2015.

Under the terms of the Joint Agreement, Towergate will, as announced previously, emerge with a substantially deleveraged capital structure, together with additional liquidity resources to deliver its strategic plan and expand further its market-leading position in the UK insurance intermediary space.

Notes to Editors

Launched in 1997, Towergate is the UK’s largest independently owned insurance intermediary, generating more than £3 billion of pro forma gross written premiums across its companies and employing over 5,000 people across more than 100 UK offices.

Towergate is an important distribution channel for a significant range of insurance products and a key strategic partner for the UK’s largest insurers.

Towergate’s scale, customer insight and distribution relationships make it a unique business and a leader in the markets in which it operates. Its combination of distribution and underwriting gives it unparalleled consumer data and market insight.

Towergate operates across five core divisions:

  • Insurance Brokers – Towergate Insurance Brokers distributes specialised personal lines and products, and more general products aimed at SMEs through around 90 broking offices located across the United Kingdom
  • Underwriting – Towergate’s underwriting division is the UK’s largest MGA, providing specialist insurance products for brokers, without taking the ultimate capital risk. The MGA has over £750 million GWP under management
  • Direct – Towergate Direct sells specialist Personal Lines and SME products primarily through telephony and digital distribution channels
  • Paymentshield – Paymentshield is the leading provider of insurance products to mortgage brokers
  • Network – Broker Network represents the largest Network for insurance brokers in the UK. The brand remains the leading proposition in the market in terms of size and breadth of service with 600 Members

No offer; important information

This press release does not constitute an offer to acquire or sell or a solicitation of an offer to sell or purchase any securities in any jurisdiction. In particular, this press release does not constitute an offer, solicitation or sale in the United States or any state or jurisdiction in which such an offer, tender offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an available exemption from registration under the United States Securities Act of 1933.

In relation to each member state of the European Economic Area (other than the United Kingdom), this press release and any offer of securities if made subsequently is directed only at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended).

UK and US Tax considerations

Holders of senior secured debt and the senior unsecured debt are advised to consult their own tax advisors as to the UK, US federal income and any other tax consequences to them of participating in the transaction and of owning and disposing of the securities to be issued in the transaction.

Media Queries Internal Contact

Kelly-Ann Knight - Corporate Communications Director

Towergate Insurance Limited

Email: kelly-ann.knight@towergate.co.uk

Investor Relations Contacts

Lois Hutchings - Group FP&A and Investor Relations Analyst

Towergate Insurance Limited

Email: Investor.Relations@towergate.co.uk