Pricing of Senior Secured Notes Announcement

KIRS Group Limited (‘KIRS’ or ‘The Group”)¹, the UK’s leading independent insurance intermediary group, today announces that it has priced its offering of £400 million in aggregate principal amount of 8.375% Senior Secured Notes due 2023 and $520 million in aggregate principal amount of 8.625% Senior Secured Notes due 2023 (the “Notes”) following strong demand from investors in both the UK and globally.

As previously disclosed, the Group intends to use the net proceeds of the Notes to repay amounts outstanding under the £425,000,000 in aggregate principal amount of 8.75% Senior Secured Notes issued by KIRS Finco plc (formerly TIG Finco plc) and £75,000,000 in aggregate principal amount of Floating Rate Super Senior Secured Notes issued by KIRS Finco plc. The intention is also to pay certain call premiums and accrued interest on the Existing Notes; repay certain existing other indebtedness; to finance the acquisitions of Chase Templeton and Ryan Direct Group¹; to pay certain costs, fees and expenses and to add cash to the balance sheet.

Commenting on this update today, Chairman² John Tiner said:

“This result represents a strong vote of confidence in the new Group and its leadership.

Our strategic vision for the newly enlarged Group has been endorsed by a diversified and high quality global investor base which is strongly supportive of the calibre of our team and the potential of our business. The new capital structure significantly increases our financial flexibility and access to capital.”

David Ross, CEO² added:

“The combination of these businesses, underpinned by our comprehensive and very focused plans for the group has led to the KIRS vision being positively received as a long term, sustainable investment opportunity. We are delighted that the Group we are creating has the backing of a broad base of new global institutional investors who, alongside our committed shareholders, will provide stable support for our growth plans. Every person in this group has played a part in getting us to this stage and I could not be prouder or more excited for the future"

"We now move on to creating a new brand identity for the group, protecting the specialist nature of our individual brands, whilst uniting the power of businesses we have within the group"

KIRS, which will be rebranded in Q3 2017, will bring together Autonet, Chase Templeton, Direct Group, Price Forbes and Towergate¹ under a single holding company. The Group will harness marketing leading positions spanning the breadth of UK general insurance and will have a global reach to serve international clients.

Bank of America Merrill Lynch acted as sole global coordinator and physical bookrunner for the KIRS Group debut offering. Barclays, Credit Suisse, Goldman Sachs and KKR Capital Markets also served as joint bookrunners.

This announcement contains inside information by KIRS Midco 3 plc and KIRS Finco plc under Regulation (EU) 596/2014 (16 April 2014).

[1] Subject to regulatory approvals and other customary conditions to completion

[2] Subject to usual regulatory approvals and completion of the formation of the Group