Ad Hoc Committee of Senior Secured Creditors Submits Offer to Acquire Towergate Group

LONDON, January 16, 2015 /PRNewswire/ --

Moelis & Company UK LLP, as financial adviser to the ad hoc committee (the "Ad Hoc Committee") of creditors holding approximately 67% of the total principal amount outstanding of the senior secured debt of Towergate Finance Plc, announces the submission of the detailed terms of its offer to acquire Towergate Insurance Limited and its affiliates that form the Towergate Insurance group (the "Towergate Group"). The detailed terms contemplate a credit bid for an amount equal to the aggregate amount of indebtedness owing to the Towergate Group's senior secured creditors being £715 million (and accrued interest plus one pound). The Ad Hoc Committee has provided these detailed terms following their written expression of interest in making this credit bid, which was announced on 24 December 2014.

A spokesman acting on behalf of the Ad Hoc Committee said: "We are pleased to submit a formal offer to acquire the Towergate Group which provides for a substantially deleveraged capital structure and a new money facility to put the Towergate Group on a stable, long-term footing.  Our offer enables the Towergate Group to fully benefit from further growth opportunities while establishing the stability required to maintain the support of Towergate's customers, suppliers and employees.  We view Towergate's employees as critical to Towergate's future success and we look forward to working with them to strengthen Towergate's position as a market-leading UK insurance provider."

The Ad Hoc Committee remains fully supportive of Towergate's employees, customers and third party suppliers and will continue to make regular updates through this process.

This submission of non-binding detailed offer terms remains subject to the satisfactory completion and outcome of due diligence, mutually acceptable definitive transaction agreements and related documentation, approval by the members of the Ad Hoc Committee and the requisite senior secured creditors and closing conditions to be set out in the definitive transaction agreements, including obtaining any applicable regulatory approvals. Accordingly, there can be no assurance that a transaction will ensue.

This announcement is not for distribution, directly or indirectly, in or into the United States, Canada or Japan. This announcement does not constitute or form a part of any offer or solicitation to sell, exchange, purchase or subscribe for securities in the United States or in any other jurisdictions where such offer or solicitation would be unlawful. Any securities described herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). Any such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.