Recommended Acquisition of THB Group Plc (0133S)

TIDMTHB

RNS Number : 0133S

AmWINS Group, Inc.

14 November 2011

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 of that jurisdiction or regulations of such jurisdiction.

14 November 2011

RECOMMENDED PROPOSAL FOR THE ACQUISITION

THB GROUP PLC

TAURUS ACQUISITION LIMITED

AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF AMWINS GROUP, INC.

(to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006)

Summary

The Independent Directors and the Bidco Directors are pleased to announce that they have reached agreement on the terms of a recommended proposal for the acquisition by Bidco (an indirect wholly-owned subsidiary of AmWINS) of the entire issued and to be issued share capital of THB.

It is intended that the proposal will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act. With the exception of the Rollover Shares, the Scheme will extend to all existing issued and to be issued THB Shares.

Under the terms of the Scheme, each Scheme Shareholder holding Scheme Shares at the Reduction of Capital Hearing Record Time will be entitled to receive 80.55 pence in cash for each Scheme Share. This represents a premium of 28% to the Closing Price of a THB Share of 63 pence at the close of business on 11 July 2011, the last Business Day before the commencement of the Offer Period. The proposal values the fully diluted share capital of THB at approximately GBP31.8 million. The basis for these calculations is set out in Appendix 2.

Any dividend which may be payable in respect of THB Shares for the period ended 31 October 2011 or otherwise shall not be paid by THB unless the Acquisition lapses or is withdrawn.

Bidco has received irrevocable undertakings:

(i) from Independent Scheme Shareholders to vote in favour of the Scheme at the Court Meeting in respect of, in aggregate, 12,286,325 Scheme Shares, representing approximately 50.8% of those existing THB Shares in respect of which such holders will be entitled to vote at the Court Meeting;

(ii) from THB Shareholders to vote in favour of the Special Resolution required to be passed at the General Meeting to give effect to the Scheme in respect of, in aggregate, 25,195,460 THB Shares, representing approximately 66.2% of those existing THB Shares in respect of which such holders will be entitled to vote at the General Meeting; and

(iii) from THB Shareholders (excluding the Participating Staff) to vote in favour of the Ordinary Resolution required to be passed at the General Meeting to approve the Participating Staff Arrangements in respect of, in aggregate, 12,286,325 THB Shares, representing approximately 50.8% of those existing THB Shares in respect of which such holders will be entitled to vote at the General Meeting on the Ordinary Resolution to approve such arrangements.

In view of their interest in the Participating Staff Arrangements, the Participating Staff have irrevocably undertaken not to vote their shares at the Court Meeting or on the Ordinary Resolution at the General Meeting relating to the approval of the Participating Staff Arrangements. Further details of these irrevocable undertakings and the circumstances in which they may lapse are detailed in Appendix 3 of this Announcement.

The Independent Directors, who have been so advised by Keefe, Bruyette & Woods, consider the terms of the Scheme to be fair and reasonable. In providing its advice to the Independent Directors, Keefe, Bruyette & Woods has taken into account the commercial assessment of the Independent Directors. Accordingly, the Independent Directors unanimously recommend Scheme Shareholders to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting as the Independent Directors (and their immediate families and related trusts) have irrevocably undertaken to do in respect of their entire beneficial holding of 220,350 Scheme Shares, representing approximately 0.6% of the entire existing issued share capital of THB.

AmWINS is a Delaware incorporated specialty insurance broking company that distributes a wide range of insurance products including property, casualty and group benefits insurance products both in the United States and internationally. AmWINS is headquartered in Charlotte, North Carolina (US) and is a wholly-owned subsidiary of AmWINS Holdco.

Bidco is a newly incorporated company formed at the direction of and controlled by AmWINS for the purpose of making the Acquisition and is a member of the AmWINS Group. Bidco was incorporated in England and Wales on 14 July 2011. Bidco has not traded since its incorporation.

AmWINS Global is a newly incorporated company formed at the direction of and controlled by AmWINS for the purpose of holding shares in Bidco and is a member of the AmWINS Group. AmWINS Global was incorporated in Bermuda on 15 July 2011. The directors of AmWINS Global are M. Steven DeCarlo (Chief Executive Officer of AmWINS), Wiley Howard (Skip) Cooper, IV (President of AmWINS) and Scott M. Purviance (Chief Financial Officer of AmWINS). AmWINS Global will be owned 28% by the Participating Staff and 72% by AmWINS following completion of the Acquisition at which point it is also intended that Frank M. Murphy (Chief Executive Officer of THB) will be appointed as a director of AmWINS Global. AmWINS Global has not traded since its incorporation.

THB is an independent insurance and reinsurance broker and risk management business, based principally in the London insurance and reinsurance market, but serving clients and markets in the UK and internationally from London and via its network of offices worldwide. In 2008, THB acquired the Lloyd's broking business of PWS International Ltd and certain overseas interests of PWS Holdings plc. THB has three key operating divisions: Thompson Heath & Bond Limited, THB UK Limited and THB International Holdings Limited.

Thompson Heath & Bond Limited is a Lloyd's broking operation comprising both wholesale and specialty insurance divisions which between them arrange cover for risks relating to businesses, professionals and individuals in the UK, US and around the world. Thompson Heath & Bond Limited also incorporates the Lloyd's broking business of PWS International Limited, which primarily transacts reinsurance business.

THB UK Limited has various key subsidiaries: THB Risk Solutions Limited is a distributor of insurance schemes; Cardinus Risk Management Limited delivers risk management solutions relating to the working environment including occupational road risk; and Unicorn Underwriting Limited is a managing general agent providing underwriting expertise.

THB International Holdings Limited owns various overseas interests acquired from the PWS Holdings plc and has overseas offices in Singapore, Taiwan and Miami as well as interests in Malaysia, Dubai and Peru.

In 2002, THB was floated on AIM and in 2007 THB Shares were also admitted to trading on the PLUS-traded market.

Commenting on the Acquisition, M. Steven DeCarlo, Chief Executive Officer of AmWINS, said:

"We have done business with THB for many years and believe that we share many of the same fundamental values and business philosophies. We are therefore excited about the opportunity to work in partnership with the management and employees of THB. We are also excited about the opportunity to combine THB's product expertise, capabilities and relationships with our existing worldwide distribution operations. We look forward to completing the acquisition of THB as another important step in our international expansion strategy to deliver specialty insurance products to our global client base."

Commenting on the Acquisition, Nigel Moorhouse, Non Executive Chairman of THB, said:

"I am pleased that we have agreed terms with AmWINS for the Acquisition of THB. The Independent Directors of THB believe that the Acquisition, representing a significant premium to the prevailing market price prior to commencement of the Offer Period, is attractive for THB Shareholders and recommend that they accept the proposal."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and the Appendices.

The Acquisition will be subject to the terms and conditions set out in Appendix 1 of this Announcement and to the full terms and conditions which will be set out in the Scheme Document. In addition, to become Effective, the Scheme will require, amongst other things, certain events to occur on or before the Long-Stop Date of 31 March 2012, as set out in paragraph 7 of this Announcement.

On 10 November 2011, the FSA notified AmWINS of its decision to approve the change in control whereby Bidco, and each person purporting to become a Controller of THB over any member of the Wider THB Group which is a UK Authorised Person, is a Controller of Thompson Heath & Bond Limited, THB Risk Solutions Limited and Unicorn Underwriting Limited. Such approval remains effective only if the control in question is acquired before 10 February 2012.

Enquiries:

 
 AmWINS                             Tel: +1 704 749 2700 
  William Nichols 
 Evercore Partners                  Tel: +44 (0)20 7653 6000 
  (Financial adviser to AmWINS, 
  AmWINS Global and Bidco) 
  Mark Hennessy 
 THB                                Tel: +44 (0)20 7469 0100 
  Rob Wilkinson 
 Keefe, Bruyette & Woods            Tel: +44 (0)20 7663 5400 
  (Financial adviser to THB) 
  Nick Triggs / Max Cornu-Thenard 
 Daniel Stewart                     Tel: +44 (0)20 7776 6560 
  (Nominated adviser to THB) 
  Paul Shackleton / James Felix

Announcement Not an Offer

This Announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval or an offer to buy any securities, pursuant to this Announcement or otherwise, in any jurisdiction in which such an offer or solicitation is unlawful, and nor shall there be any sale, issuance or transfer of securities of THB in any such jurisdiction.

The Acquisition will be made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document. Scheme Shareholders are advised to read the formal documentation in relation to the Acquisition carefully, once it has been dispatched.

Advisers' Responsibilities

Evercore Partners, through Evercore Group and Evercore International, is acting as financial adviser to AmWINS, AmWINS Global and Bidco and no one else in connection with the Acquisition and will not be responsible to any person other than AmWINS, AmWINS Global and Bidco for providing the protections afforded to clients of Evercore Partners, nor for providing advice in relation to the Acquisition or any matters referred to herein. Evercore Group is a broker-dealer registered with the US Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority in the United States. Evercore International is authorised and regulated in the United Kingdom by the FSA.

Evercore Partners has given and not withdrawn its consent to the publication of this Announcement with the inclusion of its opinion in relation to the cash confirmation as set out in paragraph 16 of this Announcement.

Keefe, Bruyette & Woods, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to THB and no other party in connection with the Acquisition. Keefe, Bruyette & Woods will not regard any person (whether or not a recipient of this Announcement) other than the Independent Directors as its client in relation to the Acquisition and accordingly, Keefe, Bruyette & Woods will not be responsible to anyone other than THB for providing the protections afforded to clients of Keefe, Bruyette & Woods or for providing advice in relation to the Acquisition.

Keefe, Bruyette & Woods has given and not withdrawn its consent to the publication of this Announcement with the inclusion of its opinions contained herein.

Daniel Stewart, which is authorised and regulated in the United Kingdom by the FSA, is acting as a nominated adviser to THB and no other party in connection with the Acquisition and will not be responsible to any other person other than THB for providing the protections afforded to clients of Daniel Stewart or for providing advice in relation to the Acquisition.

Notice to Overseas Holders of Scheme Shares

The availability of the Acquisition or the distribution of this Announcement to Scheme Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Scheme Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This Announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws and jurisdictions outside England.

Notice to US Holders of Scheme Shares

US Persons should note that the Scheme relates to the shares of a UK company and will be governed by English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Scheme Shares to enforce any rights and claims arising out of US federal securities laws, since THB is not located in the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of Scheme Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Acquisition by a US holder of Scheme Shares as consideration for the transfer of Scheme Shares pursuant to the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Scheme Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made in the United States, such an Offer will be made in compliance with the applicable US laws and regulations.

Restricted Jurisdictions

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise determined by Bidco and permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facility.

No Listing Authority Review or Approval

No listing authority or equivalent has reviewed, approved or disapproved of this Announcement or any of the terms or Conditions of the Acquisition described in this Announcement.

Bidco's Right to Switch to an Offer

Bidco reserves the right to elect (with the consent of the Panel (where necessary)) to implement the acquisition of the entire issued and to be issued ordinary share capital of THB by way of an Offer. In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme. Further, if sufficient acceptances of such Offer are received and/or sufficient THB Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding THB Shares to which such acquisition relates.

Disclosure Requirements

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 paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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) of the Code 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 paper 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.

Terms in quotation marks and used in this section are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8 of the Code, you should contact an independent financial adviser authorised by the FSA under FSMA or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on +44 (0) 20 7638 0129.

Forward-Looking Statements

This Announcement, oral statements made regarding the Acquisition and other information published by AmWINS and/or THB or their respective affiliates, may include statements that are, or may be deemed to be, forward-looking. These statements are based on the current expectations of the management of AmWINS and/or THB (as applicable) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects of the Acquisition, the expected timing and scope of the Acquisition, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential disposals and other strategic options and all other statements in this Announcement other than historical facts.

Forward-looking statements include, without limitation, statements that typically contain words such as: "will", "may", "should", "could", "continue", "believes", "expects", "intends", "estimates", "anticipates", "aims", "targets", "plans" and "forecasts" or words of similar import. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the ability of the person making the statement to control or estimate precisely, such as future market conditions and the behaviour of other market participants. Other unknown or unpredictable factors could also cause actual results to differ materially from those in the forward-looking statements. Therefore investors should not place undue reliance on such statements as a prediction of actual results. AmWINS and THB and their respective affiliates assume no obligation and do not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.

Profit Forecasts

Nothing in this Announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per THB Share for the current or future financial years, or those of the combined group, will necessarily match or exceed the historical published earnings per THB Share.

Responsibility

The THB Directors (all of whose names will be set out in the Scheme Document) accept responsibility for the information contained in this Announcement relating to THB, THB Group and themselves and their immediate families, related trusts and connected persons, save for the intended recommendation of the Independent Directors to the extent that such THB Directors are not also Independent Directors. To the best of the knowledge and belief of the THB Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Independent Directors (all of whose names will be set out in the Scheme Document) accept responsibility for any opinion attributable to the Independent Directors relating to the recommendation of the Acquisition and in relation to the recommendation itself. To the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Bidco Directors (all of whose names will be set out in the Scheme Document) accept responsibility for the information contained in this Announcement relating to Bidco, AmWINS Global, AmWINS Group and themselves and their immediate families, related trusts and connected persons. To the best of the knowledge and belief of the Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure of Certain Information

As required under Section 4 of Appendix 4 of the Code, addresses, electronic addresses and certain other information provided by THB Shareholders, persons with information rights and other relevant persons for the receipt of communications from THB may be provided to AmWINS, AmWINS Global and Bidco during the Offer Period.

Publication on Website

A copy of this Announcement (together with copies of the Inducement Fee Agreement, the Exclusivity Agreement and the irrevocable undertakings referred to in Appendix 3) will be available free of charge on AmWINS' website at www.amwins.com and on THB's website at www.thbgroup.com by no later than 12.00 p.m. (London time) on the Business Day following the date of this Announcement.

Hard Copies Available

Any person who receives this Announcement in electronic form or by means of being published on a website, together with any related website notification, may request a copy of this Announcement (and any information incorporated into it by reference to another source) in hard copy form and may also request that all future documents, announcements and information sent to such person in relation to the Acquisition should be in hard copy form. A hard copy of such document, announcement or information will not be sent to such person unless so requested. Hard copies of this Announcement may be obtained from Daniel Stewart & Company plc, Becket House, 36 Old Jewry, London EC2R 8DD or by calling Paul Shackleton or James Felix on +44(0) 20 7776 6560 and submitting a request.

No Material Changes

There have been no material changes to any of the information previously published by THB in (i) the announcement of a possible offer on 12 July 2011; (ii) the press release published on 14 July 2011; (iii) the press release published on 19 September 2011; and (iv) the press release published on 17 October 2011.

Nominated Adviser

Daniel Stewart is THB's nominated adviser.

14 November 2011

RECOMMENDED PROPOSAL FOR THE ACQUISITION

THB GROUP PLC

TAURUS ACQUISITION LIMITED

AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF AMWINS GROUP, INC.

(to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006)

   1.        Introduction

It is intended that the proposal will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act. With the exception of the Rollover Shares (in respect of which a separate proposal will be made as set out in paragraph 12 of this Announcement (Participating Staff Arrangements)), the Scheme will extend to all existing issued and to be issued THB Shares.

   2.        Terms of the Scheme

A separate proposal (the CPS Arrangements) will also be made to the holders of all of the existing convertible preference shares in THB and therefore the Scheme will not extend to THB Shares that would otherwise be allotted on conversion of the CPS. Further details of the CPS Arrangements are set out in paragraph 14 of this Announcement (CPS Arrangements).

Any dividend which may be payable in respect of THB Shares for the period ended 31 October 2011 or otherwise shall not be paid by THB unless the Acquisition lapses or is withdrawn.

   3.        Background to and Reasons for the Acquisition

AmWINS has a track record of acquisition-led growth both in the US and internationally, having completed a number of acquisitions since 2002 including the acquisition of Colemont Corporation, the parent undertaking of the FSA regulated and authorised Colemont Insurance Brokers Ltd, in 2010. AmWINS believes that the Acquisition represents a logical step in its strategy of building a diversified international speciality insurance distribution firm.

AmWINS believes that there is a good degree of strategic fit between the two organisations and that THB would be a complementary addition to its existing platform. In particular, the Acquisition would provide AmWINS with an enhanced scale and product expertise in the Lloyd's market as well as expanded global distribution capabilities.

   4.        Irrevocable Undertakings

Bidco has received irrevocable undertakings:

In view of their interest in the Participating Staff Arrangements, the Participating Staff have irrevocably undertaken not to vote at the Court Meeting or on the Ordinary Resolution at the General Meeting relating to the approval of the Participating Staff Arrangements. Further details of these irrevocable undertakings and the circumstances in which they may lapse are detailed in Appendix 3 of this Announcement.

   5.        Recommendation

Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are described below and in Appendix 3 of this Announcement.

   6.        Background to and Reasons for the Recommendation

Following an approach from AmWINS, THB formed a committee of independent directors comprising Nigel Moorhouse and Charles Keay. On 12 July 2011, THB announced that the THB Directors had been in discussions with AmWINS which might lead to an offer for the shares in THB being made. This committee of independent directors has been separately advised by Keefe, Bruyette & Woods.

Since that announcement, AmWINS and the executive THB Directors led by Frank Murphy have had discussions with the Independent Directors and this Announcement contains the terms and conditions of a proposal under which Bidco will acquire all of the issued and to be issued share capital of THB on terms recommended by the Independent Directors.

The Independent Directors have also approved the entry into the Inducement Fee Agreement, the terms of which are set out in paragraph 19 of this Announcement (Inducement Fee Agreement).

The Independent Directors believe that the proposal delivers value to THB Shareholders. In their assessment as to whether to recommend the Acquisition, the Independent Directors have taken into account the following considerations:

-- the Acquisition represents an opportunity for Independent Scheme Shareholders to realise their entire investment in THB, in cash at a premium to the prevailing market price prior to the Offer Period;

-- the views expressed by key Independent Scheme Shareholders regarding the terms and their support of the Acquisition;

   --              the absence of a superior Alternative Proposal;

-- the more challenging prospects of THB as a comparably small publicly-listed company against the backdrop of the changing insurance market in the UK and the US and recent consolidation in the insurance broking sector;

-- THB's dependency on the Participating Staff and their limited ownership in the business today. In this respect, the Independent Directors had been in discussions with the executive THB Directors regarding a long-term incentive plan prior to the initial approach by AmWINS. The implementation of such a plan, which had been discussed with and was in principle supported by certain key Independent Scheme Shareholders in THB, would result in material dilution of existing shareholders. Participating Staff have indicated their preference for private company status with equity participation by supporting the Acquisition; and

-- the Acquisition creates a larger London market platform within AmWINS, providing a positive career opportunity for the THB staff.

   7.        Structure of the Acquisition

Bidco is a newly incorporated company formed at the direction of and controlled by AmWINS for the purpose of making the Acquisition and is a member of the AmWINS Group.

AmWINS Global is a newly incorporated company formed at the direction of and controlled by AmWINS for the purpose of holding shares in Bidco and is a member of the AmWINS Group.

Other than for the Rollover Shares and the CPS Arrangements, it is intended that the Acquisition will be implemented by means of a Court sanctioned scheme of arrangement between THB and the Scheme Shareholders under section 899 of the Companies Act.

The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued THB Shares.

The Scheme will involve a reduction of capital pursuant to section 641 of the Companies Act. The procedure involves an application by THB to the Court to sanction the Scheme and to confirm the cancellation of the Scheme Shares by way of Reduction of Capital in consideration for which the Scheme Shareholders on the register at the Reduction of Capital Hearing Record Time will receive cash on the basis set out in paragraph 2 above (Terms of the Scheme).

The cancellation and the subsequent issue of new THB Shares to Bidco provided for in the Scheme and the implementation of the Rollover Arrangements and the CPS Arrangements will result in THB becoming a wholly-owned subsidiary of Bidco.

The implementation of the Scheme will be subject to the Conditions and further terms set out in Appendix 1 and to be set out in the Scheme Document. To become Effective, the Scheme will require, amongst other things, the following events to occur on or before the Long-Stop Date:

-- the approval of the Scheme by a majority in number of Independent Scheme Shareholders (or the relevant class or classes thereof, if applicable) who vote representing at least 75% in value of the Scheme Shares voted, either in person or in proxy, at the Court Meeting and at any separate meeting (or class meeting, if applicable) which may be required by the Court or at any adjournment of any such meeting;

-- the approval of the Special Resolution at the General Meeting or at any adjournment of the General Meeting;

-- the approval of the Ordinary Resolution at the General Meeting or at any adjournment of the General Meeting;

-- the sanctioning of the Scheme (with or without modification, but subject to any such modification, if material in the context of the Acquisition, being reasonably acceptable to AmWINS);

   --              the confirmation of the Reduction of Capital by the Court; and

-- a copy of the Scheme Court Order and the Reduction of Capital Court Order and of the minute confirming the Reduction of Capital having been delivered to the Registrar of Companies and the Reduction of Capital Court Order having been registered by the Registrar of Companies.

Bidco and AmWINS will consult with the Panel with a view to invoking any Condition (except for those set out in paragraph 2.1 of Appendix 1) so as to cause the Acquisition not to proceed and the Scheme to be withdrawn, if the circumstances which give rise to the right to invoke any such Condition are of material significance to Bidco and AmWINS in the context of the Acquisition, as judged by reference to the facts at the time the relevant circumstances arise.

The attention of THB Shareholders is expressly drawn to the following Conditions:

-- FSA approval per paragraph 2.2(a) of Appendix 1. On 10 November 2011, the FSA notified AmWINS of its decision to approve the change in control whereby Bidco, and each person purporting to become a Controller of THB over any member of the Wider THB Group which is a UK Authorised Person, is a Controller of Thompson Heath & Bond Limited, THB Risk Solutions Limited and Unicorn Underwriting Limited. Such approval remains effective only if the control in question is acquired before 10 February 2012. The circumstances which might give rise to the right to invoke the Condition at paragraph 2.2(a) of Appendix 1 would be if the FSA varies (on terms other than those which are reasonably satisfactory to Bidco), withdraws or (should the Acquisition not complete before 10 February 2012) decides not to re-issue (or re-issues on terms which are not reasonably satisfactory to Bidco), such notice of approval.

-- Monetary Authority of Singapore approval per paragraph 2.2(b) of Appendix 1. The circumstances which might give rise to the right to invoke this Condition would be if the Monetary Authority of Singapore does not approve, in terms reasonably satisfactory to Bidco, AmWINS taking indirect effective control of PWSEA which would take place as a result of the Acquisition.

-- Acquisition of 40% of PWSEA per paragraph 2.2(c) of Appendix 1. The circumstances which might give rise to the right to invoke this Condition would be if THB Group does not, prior to the Scheme becoming Effective, complete the acquisition of the 40% of PWSEA which it currently does not own.

-- No Lloyd's objection and continued eligibility per paragraph 2.2(d) of Appendix 1. The circumstances which might give rise to the right to invoke this Condition would be if, following notification to Lloyd's, Lloyd's objected to the Acquisition and/or Thompson Heath & Bond Limited lost its eligibility to be a Lloyd's broker.

As at the date of this Announcement, neither Bidco nor any other member of the AmWINS Group has any reason to believe that each of the Conditions in paragraphs 2.2(a) to (d) (inclusive) will not be met. For the avoidance of doubt, the mention of the Conditions in paragraphs 2.2(a) to (d) (inclusive) above does not preclude Bidco's or AmWINS' right to invoke any other Condition in accordance with the Code.

Upon the Scheme becoming Effective: (i) the Scheme will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and/or the General Meeting; and (ii) share certificates in respect of the Scheme Shares will cease to be valid and entitlements to Scheme Shares held within CREST will be cancelled on the Effective Date.

Further details of the Scheme will be contained in the Scheme Document, which (with leave of the Court) is expected to be posted to Scheme Shareholders on around 5 December 2011 (and in any event within 28 days of the date of this Announcement).

Bidco reserves the right to elect (with the consent of the Panel (where necessary)) for the Acquisition to be implemented by way of an Offer. In this event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme. If Bidco does elect to implement the Acquisition by way of an Offer and if sufficient acceptances of such Offer are received and/or sufficient THB Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of sections 979-982 (inclusive) of the Companies Act to acquire compulsorily any outstanding THB Shares to which the Offer relates.

   8.        Information Relating to AmWINS, AmWINS Global and Bidco

   9.        Information Relating to THB

In 2002, THB was floated on AIM and in 2007 THB Shares were also admitted to trading on the PLUS-traded market.

For the year ended 31 October 2010, THB reported fees and commission of GBP48.4 million and operating profit of GBP1.7 million. As at 31 October 2010, THB had GBP98.0 million of total assets and GBP25.3 million of shareholders' equity. For the half year to 30 April 2011, THB reported fees and commission of GBP26.0 million (half year to April 2010 GBP24.6 million) and operating profit of GBP2.5 million (half year to April 2010 GBP1.4 million). As at 30 April 2011, THB had GBP99.5 million of total assets and GBP27.0 million of shareholders' equity.

   10.       AmWINS' Intentions Regarding the Business, Management and Employees of THB

AmWINS believes that the addition of THB will enhance AmWINS' current London platform and diversify its international operations. AmWINS attaches great importance to the skills and experience of the existing management and employees of THB.

The Bidco Directors hereby give assurances to the Independent Directors that, following the Scheme becoming Effective, save as set out in this paragraph 10, the existing employment rights, including pension rights, of all employees of THB will be fully safeguarded.

The Bidco Directors hereby confirm to the Independent Directors that Bidco's plans for the THB Group do not involve any material change in the terms and conditions of employment of THB Group employees nor are there any plans to change the principal locations of THB's business or to redeploy its fixed assets. Following the successful implementation of the Acquisition: (i) the employee resource of the THB Group will be considered as part of AmWINS' overall strategy for THB and will be reviewed from time to time in light of on-going requirements of the THB Group in the ordinary course of business, and (ii) Frank Murphy will be appointed as director of AmWINS Global.

Each Participating Staff employment agreement contains restrictions on solicitation of customers and employees for a period following termination of their employment and an option for their employer to put them on gardening leave during the contractual termination notice period. Certain Participating Staff have agreed to vary the terms of their employment agreements in certain respects. The details of certain arrangements with the Participating Staff are described in paragraph 12 (Participating Staff Arrangements).

The Independent Directors intend to resign from the board of THB following the Scheme becoming Effective, and their expectation is that they will have no further continuing business involvement with THB other than to continue to act as non-executive directors of Thompson Heath & Bond Limited to comply with FSA requirements until such time as other arrangements have been made.

   11.       Current Trading

On 19 September 2011, THB released an announcement relating to its trading performance in the second half of the financial year, of which the following is an extract:

"As a result of good trading to date in the second half of the financial year, assisted by a small number of particularly large contract wins, THB now expects underlying profit before amortisation and impairment of goodwill for the year ended 31 October 2011 to be above management expectations."

   12.       Participating Staff Arrangements

All of the THB Shares held by the Participating Staff, apart from the Rollover Shares, are intended to comprise part of the Scheme Shares and, as such, will be subject to the terms of the Scheme.

Bidco has agreed terms with the Participating Staff pursuant to which the Participating Staff will, upon the Scheme becoming Effective, subscribe for AmWINS Global B Shares, AmWINS Global C Shares (in some cases) and Junior Loan Notes (i) in cash; and/or (ii) by way of reinvestment of all or part of their proceeds owed by Bidco to them under the Scheme in consideration for their Scheme Shares (being 4,632,923 THB Shares in aggregate).

It is proposed that the remaining 2,333,747 THB Shares held by the Participating Staff (being the Rollover Shares) will be subject to the Rollover Arrangements pursuant to which certain of the Participating Staff have entered into the following agreements (both of which are subject to the Scheme becoming Effective):

-- with Bidco pursuant to which the Participating Staff member will exchange his Rollover Shares for ordinary shares in Bidco; and

-- with AmWINS Global pursuant to which, subject to completion of the above agreement, the Participating Staff member will exchange his ordinary shares in Bidco for AmWINS Global B Shares, AmWINS Global C Shares (in some cases) and Junior Loan Notes.

It is intended that, prior to the Scheme becoming Effective, there shall be transfers of THB Shares between certain Participating Staff members and their spouses or other family members. The number of THB Shares referred to above excludes the effect of those transfers.

As a result of these agreements to subscribe, Rollover Arrangements and the transfers referred to above, the Participating Staff will in aggregate, acquire:

   --              GBP142,666 worth of AmWINS Global B Shares; 
   --              GBP146,325 worth of AmWINS Global C Shares; and 
   --              GBP5,563,979 worth of Junior Loan Notes.

Upon completion of such subscriptions and exchanges, the Participating Staff will hold approximately 16% of the AmWINS Global B Shares and 100% of the issued AmWINS Global C Shares.

There are certain put and call arrangements between the AmWINS Group and the Participating Staff whereby, amongst other provisions: (i) the Participating Staff may elect to exchange their AmWINS Global B Shares, AmWINS Global C Shares (if they hold any) and Junior Loan Notes for AmWINS Common Units (put option); or (ii) AmWINS shall have the right to acquire the Participating Staff's AmWINS Global B Shares, AmWINS Global C Shares (if they hold any) and Junior Loan Notes for AmWINS Common Units (call option). If neither of these put or call options is exercised, there is a mandatory conversion provision such that, during the 60 day period following the publication by the Registrar of Companies of the annual audited accounts of Bidco for the period ending 31 December 2015, all of the AmWINS Global B Shares, AmWINS Global C Shares and Junior Loan Notes shall automatically convert into AmWINS Common Units.

Pursuant to the Code, the proposed Participating Staff Arrangements described above are required to be approved by the Independent Scheme Shareholders voting by way of a poll. Accordingly, THB will propose the Ordinary Resolution at the General Meeting to approve such arrangements, which will require more than 50% of the votes cast by Independent Scheme Shareholders, either in person or in proxy, to be voted in favour of the Ordinary Resolution. None of the Participating Staff will be entitled to vote on this resolution (nor the resolution to approve the Scheme to be proposed at the Court Meeting).

Keefe, Bruyette & Woods has reviewed the terms of the Participating Staff Arrangements and has confirmed that it considers them to be fair and reasonable as far as the Independent Scheme Shareholders are concerned.

   13.       Earn-out and Bonus Schemes

In connection with the announcement of the Scheme, THB and the PWSEA Local Shareholders have agreed that THB will exercise the call option triggering the PWSEA Earn-out which shall be paid in three tranches over three years. As a result of the payment of the first tranche of the PWSEA Earn-out no later than 31 December 2011, THB will issue a further 1,799,523 THB Shares to the PWSEA Local Shareholders immediately following this Announcement.

In connection with the Scheme, THB and Bidco have agreed that the terms of the Earn-out and Bonus Schemes should be amended, including amongst other things amendments to the form of the earn-out/bonus payments and the time at which they are paid. All of the participants in the Earn-out and Bonus Schemes have individually agreed to enter into amendment agreements, conditional only upon the Scheme becoming Effective, pursuant to which the provisions of the Earn-out and Bonus Schemes will be amended. Any new AmWINS Global B Shares issued under the new earn-out/bonus arrangements will be issued at market price by reference to an agreed formula.

   14.       CPS Arrangements

As at close of business on the latest practicable date prior to the date of this Announcement, there were a total of 2,800,000 A convertible preference shares, 935,000 B convertible preference shares, 935,000 C convertible preference shares and 935,000 D convertible preference shares, in each case in the issued share capital of THB and registered in the name of three individuals.

Under Rule 15 of the Code, Bidco is required to make an appropriate proposal in respect of the CPS. In this regard, agreement has been reached between Bidco, THB and each of the CPS Holders as set out below. Subject to the Scheme becoming Effective and THB being re-registered as a private limited company:

-- one CPS Holder will agree to a reduction of capital of his CPS under the terms of which THB will repay him a cash sum equal to that which he would have received if he were to convert his CPS into THB Shares pursuant to the terms of the THB Articles and those THB Shares were to be acquired by Bidco under the Scheme; and

-- the remaining two CPS Holders will agree to a reduction of capital of their respective CPS under the terms of which THB will issue to them an aggregate of GBP5,112,857 Intermediate Loan Notes and AmWINS Global will issue to them Warrants over AmWINS Global B Shares, giving them an aggregate interest of approximately 1.9% of the aggregate number of AmWINS Global B Shares and AmWINS Global C Shares held by AmWINS and the Participating Staff (prior to the settlement of the Earn-out and Bonus Schemes described above) upon the Scheme becoming Effective.

THB has entered into conditional agreements with the CPS Holders to give effect to the CPS Arrangements, should the Scheme become Effective and should THB be re-registered as a private limited company.

Immediately before the Scheme becomes Effective, THB will pay each of the CPS Holders a final preferential dividend calculated on a pro rata basis for the period from and including 1 November 2011 to and including the Effective Date.

The Independent Directors, who have been so advised by Keefe, Bruyette & Woods, consider the terms of the CPS Arrangements to be appropriate relative to the terms of the Scheme.

   15.       THB Share Option Schemes

Participants in the THB Share Option Schemes will be contacted at the same time as, or as soon as practicable following, publication of the Scheme Document regarding the effect of the Scheme on their rights under the THB Share Option Schemes.

At that time, appropriate proposals will be made to the holders of existing share options under the THB Share Option Plan 2002 in accordance with Rule 15 of the Code, including the amendment of the THB Articles to ensure that:

-- any THB Shares issued after the General Meeting but prior to the Reduction of Capital Hearing Record Time (pursuant to the THB Share Option Plan 2002 or otherwise) are issued subject to and shall be bound by the Scheme; and

-- any THB Shares issued to any person other than Bidco (or its nominee(s)) on or after the Reduction of Capital Hearing Record Time (pursuant to the THB Share Option Plan 2002 or otherwise) will be acquired by Bidco automatically in consideration for the payment by Bidco to such person of the Cash Consideration which would have been payable had such THB Shares been Scheme Shares.

   16.       Financing of the Acquisition and Cash Confirmation

The consideration payable by Bidco under the terms of the Acquisition will be financed from existing cash and cash resources available to AmWINS.

Evercore Partners, in its capacity as financial adviser to Bidco, confirms that it is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable under the terms of the Acquisition.

   17.       Delisting, Cancellation of Trading and Re-registration

It is intended that dealings in Scheme Shares will be suspended at 5.00 p.m. on the Business Day immediately preceding the Effective Date, and that THB will apply to the London Stock Exchange for the cancellation of the admission to trading of THB Shares on AIM, subject to applicable rules and requirements of the London Stock Exchange, with effect from the Effective Date.

Once the cancellation of the admission to trading of THB Shares on AIM has become effective, THB's admission to trading on the PLUS-traded market will also automatically be cancelled by PLUS Stock Exchange plc, as soon as PLUS Stock Exchange plc has been notified by AIM.

Subject to the Scheme becoming Effective, share certificates in respect of Scheme Shares will cease to be valid and entitlements to Scheme Shares held within CREST will be cancelled on the Effective Date.

AmWINS intends that THB will be re-registered as a private limited company upon the Scheme becoming Effective.

   18.       Exclusivity Agreement

AmWINS and THB entered into the Exclusivity Agreement on 22 December 2010 (i.e. prior to the changes to the Code which became effective on 19 September 2011). Pursuant to the Exclusivity Agreement, THB agrees that neither THB nor any of its directors, employees or any person or entity acting on its behalf will in any way directly or indirectly: (i) solicit, initiate, encourage or facilitate any proposal or offer to purchase any interest in THB or any of its core assets or equity; (ii) enter into any discussions, negotiations, arrangements or agreements with any person or entity which provide for any such purchase; or (iii) provide to any persons other than AmWINS or its representatives any information or data related to any such purchase or afford access to the properties, books or records of THB to any such persons.

Further, THB will promptly notify AmWINS of any inquiry or proposal received by THB or, so far as it is aware of, its directors, employees, shareholders or by its representatives proposing or offering to purchase any interest in THB or any part of its assets or equity.

The provisions of the Exclusivity Agreement terminate on 31 March 2012 or, if sooner, at such time that: (i) an offer made by AmWINS pursuant to the Code (which may be implemented by means of a scheme of arrangement) is declared unconditional in all respects or lapses or is withdrawn; (ii) THB receives an unsolicited competing offer from a bona fide offeror; or (iii) AmWINS and THB agree in writing to so terminate.

   19.       Inducement Fee Agreement

AmWINS and THB entered into the Inducement Fee Agreement on 10 June 2011 (i.e. prior to the changes to the Code which became effective on 19 September 2011). As an inducement to AmWINS to commit further time and personnel to investigate the affairs of THB and to make necessary preparations for the purposes of the offer, THB shall pay the Inducement Fee to Bidco if the Acquisition is formally announced for the purposes of the Code on a recommended basis on or prior to 14 November 2011 and, after such announcement:

   --              the Independent Directors subsequently withhold, withdraw or adversely modify their recommendation of the Acquisition or recommend an Alternative Proposal;

-- an Alternative Proposal is made within 60 days of the date on which the Scheme Document relating to the Acquisition was published (or such later date as may be granted by the Panel as an extension) and becomes or is declared unconditional in all respects or is completed within 12 months thereafter; or

-- the Acquisition lapses or is withdrawn (other than due to: (i) the Conditions in paragraph 2.1 of Appendix 1 not having been satisfied; or (ii) FSA, Monetary Authority of Singapore and required competition consents and approvals not having been received, unless such non receipt is attributable in sole or in part to the actions or inactions of THB or a breach of any of the terms of the Inducement Fee Agreement, in which case the full amount of the Inducement Fee shall remain payable) and THB closes a transaction pursuant to an Alternative Proposal within 6 monthsthereafter.

   20.       Interests in THB Shares

Wiley Howard (Skip) Cooper, IV, President of AmWINS, a director of Bidco and a proposed director of THB, owns 74,000 THB Shares as at the date of this Announcement.

Save as referred to above, neither AmWINS, nor any directors of AmWINS or any member of the AmWINS Group, nor, so far as the Bidco Directors are aware, any person acting in concert with AmWINS or Bidco has: (i) any interest in or right to subscribe for any relevant securities of THB; or (ii) any short positions in respect of relevant THB securities (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; nor (iii) borrowed or lent any relevant THB securities.

   21.       Expected Timetable

The Scheme Document containing further details of the Scheme will be despatched to Scheme Shareholders, and, for information only, to participants in the THB Share Option Schemes as soon as practicable and, in any event, within 28 days of the date of this Announcement, unless otherwise agreed with the Panel. The Scheme Document will include the notices of the Court Meeting and the General Meeting, together with the anticipated timetable, and will specify the necessary actions to be taken by Scheme Shareholders. It is expected that the Scheme Document will be posted on or around 5 December 2011 (and in any event within 28 days of the date of this Announcement) and that the Court Meeting and General Meeting will be held in January 2012. Subject to the satisfaction or waiver of the Conditions as set out in Appendix I to this Announcement, the Scheme is expected to become Effective in January 2012.

   22.       General

The Acquisition will be governed by English law and will be subject to the applicable requirements of the Code, the Panel and the London Stock Exchange.

Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this Announcement:

   --              Appendix 1 contains the terms of and Conditions to the Acquisition.

-- Appendix 2 sets out the bases and sources of certain of the information contained in this Announcement.

-- Appendix 3 contains certain details relating to the irrevocable undertakings received by AmWINS.

   --              Appendix 4 contains definitions of certain terms used in this Announcement.

Enquiries

 
 AmWINS                             Tel: +1 704 749 2700 
  William Nichols 
 Evercore Partners                  Tel: +44 (0)20 7653 6000 
  (Financial adviser to AmWINS, 
  AmWINS Global and Bidco) 
  Mark Hennessy 
 THB                                Tel: +44 (0)20 7469 0100 
  Rob Wilkinson 
 Keefe, Bruyette & Woods            Tel: +44 (0)20 7663 5400 
  (Financial adviser to THB) 
  Nick Triggs / Max Cornu-Thenard 
 Daniel Stewart                     Tel: +44 (0)20 7776 6560 
  (Nominated adviser to THB) 
  Paul Shackleton / James Felix

Announcement Not an Offer

Advisers' Responsibilities

Keefe, Bruyette & Woods has given and not withdrawn its consent to the publication of this Announcement with the inclusion of its opinions contained herein.

Notice to Overseas Holders of Scheme Shares

Notice to US Holders of Scheme Shares

Restricted Jurisdictions

No Listing Authority Review or Approval

No listing authority or equivalent has reviewed, approved or disapproved of this Announcement or any of the terms or Conditions of the Acquisition described in this Announcement.

Bidco's Right to Switch to an Offer

Disclosure Requirements

Forward-Looking Statements

Profit Forecasts

Responsibility

Disclosure of Certain Information

Publication on Website

Hard Copies Available

No Material Changes

Nominated Adviser

Daniel Stewart is THB's nominated adviser.

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION AND THE SCHEME

   1.        Condition of the Acquisition

The Acquisition will be conditional upon the Scheme becoming Effective by not later than the Long-Stop Date or such later date as Bidco and THB may, with the consent of the Panel, agree and (if required) the Court may approve.

   2.        Conditions of the Scheme 
   2.1        The Scheme will be subject to the following Conditions:

(a) the approval of the Scheme by a majority in number of Independent Scheme Shareholders (or the relevant class or classes thereof, if applicable) who vote representing at least 75% in value of the Scheme Shares voted, either in person or in proxy, at the Court Meeting and at any separate meeting (or class meeting, if applicable) which may be required by the Court or at any adjournment of any such meeting;

(b) the Special Resolution being duly passed by the requisite majority at the General Meeting (or at any adjournment thereof);

(c) the Ordinary Resolution being duly passed by the requisite majority at the General Meeting (or at any adjournment thereof);

(d) the sanctioning of the Scheme (with or without modification, but subject to any such modification, if material in the context of the Acquisition, being reasonably acceptable to AmWINS) by the Court;

   (e)        the confirmation of the Reduction of Capital by the Court; and

(f) (i) a copy of the Scheme Court Order and the Reduction of Capital Court Order and of the minute confirming the Reduction of Capital is delivered to the Registrar of Companies and (ii) the Reduction of Capital Court Order is registered by the Registrar of Companies.

2.2 THB and Bidco have agreed that, subject to the requirements of the Panel in accordance with the Code, the Acquisition will also be conditional upon, and accordingly the necessary actions to make the Scheme Effective will only be taken on, the satisfaction or, where relevant, waiver of the following Conditions:

(a) the FSA: (i) not varying (other than on terms which are reasonably satisfactory to Bidco), (ii) not withdrawing; or (iii) should the Acquisition not complete before 10 February 2012, deciding to re-issue (on terms which are reasonably satisfactory to Bidco), its notice in writing under section 189(4) of FSMA given to AmWINS on 10 November 2011 of its approval in respect of the acquisition of Control by Bidco and each person purporting to become a Controller of THB over any member of the Wider THB Group which is a UK Authorised Person which would take place as a result of the Acquisition;

(b) the Monetary Authority of Singapore having granted its approval under the Insurance Act (Chapter 142 of the Statutes of the Republic of Singapore), in terms reasonably satisfactory to Bidco, in respect of the acquisition by AmWINS of indirect effective control of PWSEA which would take place as a result of the Acquisition;

(d) following THB's notification (or notification by its subsidiary, Thompson Heath & Bond Limited) to Lloyd's of the Acquisition: (i) there being no objection received by THB and/or Thompson Heath & Bond Limited from Lloyd's; and (ii) Thompson Heath & Bond Limited retaining its eligibility to be a Lloyd's broker in accordance with paragraph 45 of the Intermediaries Byelaw and paragraphs 18 and 19 of Chapter 2 of the Underwriting Requirements;

(e) no Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of any member of the Wider THB Group by any member of the Wider AmWINS Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise impede, challenge, interfere or require amendment of the Acquisition or the acquisition of any shares or other securities in, or control or management of THB by, any member of the Wider AmWINS Group, to an extent which in any case is material in the context of the Wider THB Group taken as a whole or in the context of the Acquisition;

(ii) require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider AmWINS Group or by any member of the Wider THB Group of all or any part of their businesses, assets or property or impose any 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), to an extent which is material in the context of the Wider THB Group taken as a whole or in the context of the Acquisition;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider AmWINS Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in THB (or any member of the Wider THB Group) or on the ability of any member of the Wider AmWINS Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider THB Group, in each case to an extent which is material in the context of Wider THB Group taken as a whole or in the context of the Acquisition;

(iv) other than pursuant to the implementation of the Acquisition, require any member of the Wider AmWINS Group or the Wider THB Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider THB Group or any asset owned by any third party, which in any case is material in the context of the Wider THB Group or the Wider AmWINS Group, in each case taken as a whole;

(v) require, prevent or delay a divestiture by any member of the Wider AmWINS Group of any shares or other securities (or the equivalent) in any member of the Wider THB Group, to an extent which is material in the context of the Wider THB Group taken as a whole or in the context of the Acquisition;

(vi) result in any member of the Wider THB Group ceasing to be able to carry on business under any name under which it presently carries on business, to an extent which is material in context of the THB Group taken as a whole or in the context of the Acquisition;

(vii) impose any material limitation on the ability of any member of the Wider AmWINS Group or any member of the Wider THB Group to conduct, integrate or co-ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider AmWINS Group and/or the Wider THB Group in a manner which is adverse to and material in the context of the Wider AmWINS Group and/or the Wider THB Group, in each case taken as a whole, or in the context of the Acquisition;

(viii) otherwise adversely affect the business, assets, value, profits, prospects or operational performance of any member of the Wider AmWINS Group or any member of the Wider THB Group in a manner which is adverse to and material in the context of the Wider AmWINS Group and/or the Wider THB Group, in each case taken as a whole, or in the context of the Acquisition,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference or take any other step under the laws or any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Scheme Shares or otherwise intervene having expired, lapsed, or been terminated;

(f) all notifications, filings or applications which are necessary or which are deemed by Bidco acting reasonably to be appropriate having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations necessary or appropriate in any jurisdiction for or in respect of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of, any member of the THB Group by any member of the Wider AmWINS Group having been obtained in terms and in a form reasonably satisfactory to Bidco from any such regulator or body and all such Authorisations necessary or appropriate to carry on the business of any member of the THB Group in any jurisdiction having been obtained, save in each case where the direct consequence of a failure to make such notification, filing or application or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such authorisation would not be unlawful in any relevant jurisdiction or would not have a materially adverse effect on the THB Group, any member of the Wider AmWINS Group or the ability of AmWINS to implement the Acquisition and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes effective and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(g) save as fairly disclosed in THB's annual report and accounts for the year ended 31 October 2010 or as otherwise publicly announced by THB in accordance with the AIM Rules or the Disclosure Rules and Transparency Rules prior to the close of business on the date which is the Business Day before the date of the Announcement or as otherwise fairly disclosed in writing by THB to AmWINS prior to the close of business on the date which is the Business Day before the date of the Announcement, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider THB Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisition or the proposed acquisition of any shares or other securities in THB or because of a change in the control or management of THB or otherwise, would reasonably be expected to result in to an extent which is material in the context of the Wider THB Group as a whole:

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any onerous obligation or liability arising or any action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than, in any such case, in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member other than in the ordinary course,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider THB Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would be reasonably likely to result in any of the events or circumstances as are referred to in subparagraphs (i) to (viii) of this Condition in any case where it would be material in the context of the Wider THB Group taken as a whole;

(h) save as provided in paragraphs 2.2(a), (b) and (d), all consents, licences, confirmations, clearances and permissions or approvals from any person with whom any member of the Wider THB Group has entered into contractual arrangements that are required in connection with, or as a consequence of, the Acquisition or its implementation, the absence of which is considered by AmWINS acting reasonably to be capable of having a material adverse effect on the business of the THB Group having been granted in terms reasonably satisfactory to AmWINS;

(i) save as fairly disclosed in THB's annual report and accounts for the year ended 31 October 2010 or as otherwise publicly announced by THB in accordance with the AIM Rules or the Disclosure Rules and Transparency Rules prior to the close of business on the date which is the Business Day before the date of the Announcement or as fairly disclosed in writing by THB to AmWINS prior to the close of business on the date which is the Business Day before the date of the Announcement, no member of the Wider THB Group having, since 31 October 2010:

(i) save as between THB and wholly-owned subsidiaries of THB or for THB Shares issued pursuant to the exercise of options granted under the THB Share Option Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between THB and wholly-owned subsidiaries of THB or for the exercise of options under the THB Share Option Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the THB Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-THB Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v) save for intra-THB Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

   (vi)        issued, authorised or proposed the issue of any debentures or (save for intra-THB Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any material contingent liability;

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

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive, in any case to an extent which is materially adverse in the context of the Wider THB Group taken as a whole;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or which is reasonably believed by AmWINS to be materially restrictive on the businesses of any member of the Wider THB Group or the Wider AmWINS Group or which is other than in the ordinary course of business and which is material in the context of the Wider THB Group taken as a whole;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) other than in respect of intra-THB Group capital contributions or capitalisations, waived or compromised any claim otherwise than in the ordinary course of business and which is material in the context of the Wider THB Group taken as a whole;

(xii) entered into any contract, arrangement or agreement to effect any of the transactions, matters or events referred to in this Condition;

   (xiii)      made or agreed or consented to any change to:

(A) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider THB Group for its directors, employees or their dependents;

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

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

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made; or

(xiv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider THB Group;

(j) except as disclosed in the accounts for the year then ended, or publicly announced in accordance with the AIM Rules or the Disclosure Rules and Transparency Rules by THB prior to the close of business on the date which is the Business Day before the date of the Announcement or as fairly disclosed in writing by THB to AmWINS or where not material in the context of the Wider THB Group taken as a whole, since 31 October 2010:

(i) no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider THB Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider THB Group is or is likely to become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider THB Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider THB Group which in any such case would reasonably be expected to have a material adverse effect on the Wider THB Group taken as a whole;

(iii) no contingent or other liability having arisen or become apparent to AmWINS which would be reasonably likely to adversely affect any member of the Wider THB Group to an extent which is material in the context of the Wider THB Group taken as a whole; and

(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider THB Group which is necessary for the proper carrying on of its business and which is material in the context of the Wider THB Group taken as a whole; and

(k) save as fairly disclosed in THB's annual report and accounts for the year ended 31 October 2010 or as otherwise publicly announced in accordance with the AIM Rules by THB prior to the close of business on the date which is the Business Day before the date of the Announcement or as otherwise fairly disclosed in writing by THB to AmWINS prior to that date, AmWINS not having discovered:

(i) that any financial, business or other information concerning the Wider THB Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider THB Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading, which in any case is material in the context of the Wider THB Group taken as a whole;

(ii) that any member of the Wider THB Group, or any partnership, company or other entity in which any member of the Wider THB Group has a significant economic interest and which is not a subsidiary undertaking of THB is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of THB, for the year ended 31 October 2010 and which in any case is material in the context of the Wider THB Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider THB Group and which is material in the context of the Wider THB Group taken as a whole.

2.3 Bidco reserves the right to waive, in whole or in part, all or any of the Conditions set out in paragraphs 2.2(c) and 2.2(e) to (k) (inclusive) above. Bidco shall be under no obligation to waive or treat as fulfilled any of the Conditions set out in such paragraphs above by a date earlier than the Long-Stop Date for the fulfilment thereof, notwithstanding that other Conditions 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.

2.4 Under Rule 13.5 of the Code, Bidco may only invoke a Condition so as to cause the Scheme not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition.

2.5 If Bidco is required by the Panel to make an offer for THB Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule however, for the avoidance of doubt, no alteration may be made by Bidco to the Conditions contained in paragraphs 2.2(a), (b) or (d) where such alteration would be likely to constitute a breach of any applicable law or regulation by THB or any member of the THB Group.

2.6 Bidco reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of an Offer as it may determine in its absolute discretion. In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition and (subject to the requirements of the Panel and the Code and for so long as the THB Directors continue to recommend the Acquisition) an acceptance condition set at 90% (or such lesser percentage, being more than 50%, as Bidco may, subject to the Code and with the consent of the Panel, elect): (i) in nominal value of the shares to which such offer relates; (ii) of the voting rights attached to those shares; and (iii) of the voting rights normally exercisable at a general meeting of THB, including, for this purpose, any such voting rights attaching to THB Shares that are unconditionally allotted or issued before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

2.7 The availability of the Acquisition 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.

2.8 This Acquisition will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out in this announcement and in the formal Scheme Document. The Acquisition will comply with the applicable rules and regulations of the FSA, the AIM Rules and the Code.

APPENDIX 2

SOURCES AND BASES OF INFORMATION

In this Announcement:

(a) As at the close of business on the date which is the Business Day before the date of the Announcement, being the last Business Day prior to the date of this Announcement, THB had in issue 36,239,029 THB Shares. The International Securities Identification Number for THB Shares is GB0032008293.

(b) The value of approximately GBP31.8 millionattributed to the share capital of THB is based upon the 36,239,029 THB Shares in issue on the date which is the Business Day before the date of the Announcement and 3,234,523 THB shares which are, as at the date of this document, expected to be issued in accordance with their terms under the THB Share Option Schemes and the Earn-out and Bonus Schemes.

(c) Unless otherwise stated, financial information relating to the THB Group has been extracted or derived (without any adjustment) from THB's 2010 annual report and accounts published on 3 May 2011, and THB's press releases published via a Regulatory Information Service on 14 July 2011 and 19 September 2011.

(d) Unless otherwise stated, all prices for THB Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s).

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

Independent Scheme Shareholders

The following Independent Scheme Shareholders have given irrevocable commitments to vote in favour of the Scheme at the Court Meeting (or, in the event the Acquisition is implemented by a Offer, to accept or procure acceptances of such Offer) in respect of their own beneficial holdings of Independent Scheme Shares (or those Independent Scheme Shares over which they have control):

 
 Name                   Number of Independent   Value of the     Percentage of 
                         Scheme Shares           Independent      THB Shares eligible 
                                                 Scheme Shares    for voting (Court 
                                                 (GBP)            Meeting)(%) 
 Gillian Mary Cotter    320,000                 257,760          1.3 
 John Anthony Cotter    300,000                 241,650          1.2 
 Ian George Donald      799,779                 644,222          3.3 
 Thomas John Duggan     2,450,000               1,973,475        10.1 
 Nigel Moorhouse        220,350                 177,492          0.9 
 David Maurice 
  Saville               2,450,000               1,973,475        10.1 
 David Ulph             3,076,500               2,478,121        12.7 
 Joanna Ulph            600,000                 483,300          2.5 
 Guilford Services 
  Limited               750,000                 604,125          3.1 
 Henderson Global 
  Investors Limited     1,319,696               1,063,015        5.5 
 TOTAL                  12,286,325              9,896,635        50.8

THB Shareholders

The following THB Shareholders (excluding the Participating Staff) have given irrevocable commitments to vote in favour of the Resolutions to be proposed at the General Meeting in respect of their own beneficial holdings of THB Shares (or those THB Shares over which they have control):

 
 Name                  Number of     Value of           Percentage        Percentage 
                        THB Shares    the Independent    of THB            of THB Shares 
                                      Scheme Shares      Shares            eligible for 
                                      (GBP)              eligible          voting (Ordinary 
                                                         for voting        Resolution)(%) 
                                                         (Special 
                                                         Resolution)(%) 
 Gillian Mary 
  Cotter               320,000       257,760            0.8               1.3 
 John Anthony 
  Cotter               300,000       241,650            0.8               1.2 
 Ian George 
  Donald               799,779       644,222            2.1               3.3 
 Thomas John 
  Duggan               2,450,000     1,973,475          6.4               10.1 
 Nigel Moorhouse       220,350       177,492            0.6               0.9 
 David Maurice 
  Saville              2,450,000     1,973,475          6.4               10.1 
 David Ulph            3,076,500     2,478,121          8.1               12.7 
 Joanna Ulph           600,000       483,300            1.6               2.5 
 Guilford Services 
  Limited              750,000       604,125            2.0               3.1 
 Henderson Global 
  Investors Limited    1,319,696     1,063,015          3.5               5.5 
 TOTAL                 12,286,325    9,896,635          32.3              50.8 
 TOTAL (including 
  Participating 
  Staff)               25,195,460    -                  66.2              -

Participating Staff

The following Participating Staff have given irrevocable commitments: (i) not to vote on the Scheme at the Court Meeting (or, in the event the Acquisition is implemented by an Offer, to accept or procure acceptances of such Offer); (ii) not to vote on the Ordinary Resolution to be proposed at the General Meeting in respect of those THB Shares which they irrevocably commit at the date of this Announcement (comprising 12,909,135 THB Shares in aggregate, which includes 1,799,523 THB Shares to be issued to the PWSEA Local Shareholders immediately following this Announcement); and (iii) to vote in favour of the Special Resolution to be proposed at the General Meeting in respect of such THB Shares:

 
 Martin Allain              Craig Douglas Kingaby 
 Ronald Benedit             Paul Lindeboom 
 Russell Paul Bowman        Steve Matanle 
 Dominic Calcott            Francis Michael Murphy 
 Joaquim M da Cruz Caria    Paul John Murphy 
 Steven David Carr          Darren Nightingale 
 Nicholas Cochrane          Anthony John Preston 
 Mark David Franklin Cody   Lee Price 
 Michael Roland Cole        Simon Read 
 Paul David Croome          Lee Andrew Richardson 
 Cliff Downing              Juan Ramon Rivera 
 Tony Alan Driver           Paul Sammons 
 Chris Francis              Ivor John Southgate 
 Roddy Graham               Victor Herbert Thompson 
 Mark Edward Hackett        David Tompkins 
 Matthew David Horlock      Robert Stephen Wilkinson 
 Paul Charles Johnson       Stephen Colin Willsmer 
 Jane Joslin

Circumstances in which Undertakings Lapse

Each of the irrevocable undertakings described in this Appendix will cease to be binding on the earlier of the following occurrences:

-- the Scheme is withdrawn in accordance with its terms and Bidco fails to make an Offer within ten Business Days from the date that the Scheme is withdrawn;

   --          the Scheme lapses; 
   --          in the event that Bidco makes an Offer, the Offer lapses or is withdrawn; or

-- a formal document containing the terms of the Scheme or the Offer is not dispatched to the Scheme Shareholders on or before the date which is 28 days from the date of this Announcement or such later date as the Panel may agree to.

In addition, the irrevocable undertaking of Henderson Global Investors Limited will cease to be binding if a third party announces under Rule 2.7 of the Code an offer or scheme of arrangement to acquire the whole of the issued share capital of THB not later than 12.00 noon on the twenty-first day following the posting of the Scheme Document, which values the THB Shares at a price per share being at least 10% higher than the amount equal to the price per THB Share offered under the Scheme.

Percentage of THB Shares eligible for voting

As at the date of this Announcement, the percentage of THB Shares eligible for voting does not include any unexercised in-the-money options subsisting under the THB Share Option Schemes (which are eligible in aggregate for 1,435,000 THB Shares). Any person exercising such options after the date of this Announcement and prior to the Voting Record Time will be entitled to vote the resulting THB Shares they receive accordingly, unless such person is a Participating Staff member and has irrevocably agreed not to do so as indicated above.

APPENDIX 4

DEFINITIONS

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

 
 "Acquisition"                                  the proposed acquisition by Bidco of the 
                                                 entire issued and to be issued share capital 
                                                 of THB pursuant to the Scheme, the CPS Arrangements 
                                                 and the Rollover Arrangements or, if Bidco 
                                                 and AmWINS so elect in their absolute discretion, 
                                                 by means of the Offer (subject to the consent 
                                                 of the Panel, where necessary) in each case 
                                                 on the terms set out in this Announcement 
                                                 and subject to the Conditions (subject to 
                                                 the inclusion of any alternative or additional 
                                                 terms or conditions as may be: (i) required 
                                                 to comply with requirements of the Panel; 
                                                 (ii) required by applicable laws or regulations; 
                                                 (iii) required by the Court or (iv) agreed 
                                                 between Bidco and THB) and shall include 
                                                 any new, increased, renewed or revised offer 
                                                 made by or on behalf of Bidco, in any manner 
                                                 whatsoever, and together with all other 
                                                 related matters to be considered at the 
                                                 Court Meeting and General Meeting 
 "acting in concert"                            has the meaning given to such term in the 
                                                 Code 
 "AIM"                                          a market operated by the London Stock Exchange 
 "AIM Rules"                                    the AIM Rules for Companies published from 
                                                 time to time by the London Stock Exchange 
 "Alternative Proposal"                         an offer or indication of interest made 
                                                 by any third party which is not Acting in 
                                                 Concert with Bidco for all or more than 
                                                 50% of the issued share capital of THB or 
                                                 any of its subsidiaries or for the whole 
                                                 or any material part of the undertaking, 
                                                 business or assets of THB or any of its 
                                                 subsidiaries (with the exception of the 
                                                 potential disposal by THB of certain assets) 
                                                 or any proposal involving a scheme of arrangement, 
                                                 reorganisation or recapitalisation of THB 
                                                 or any of its subsidiaries 
 "AmWINS"                                       AmWINS Group, Inc. 
 "AmWINS Common Units"                          common units of AmWINS HoldCo 
 "AmWINS Global"                                AmWINS Global Group Limited (an indirect 
                                                 wholly-owned subsidiary of AmWINS and sole 
                                                 beneficial owner of Bidco), a company incorporated 
                                                 in Bermuda with registered number EC 45597 
                                                 and with its registered office at Clarendon 
                                                 House, 2 Church Street, Hamilton HM 11, 
                                                 Bermuda 
 "AmWINS Global B Shares"                       the B ordinary shares of US$1 par value 
                                                 each in AmWINS Global, having the rights 
                                                 set out in the AmWINS Global Bye-laws, being 
                                                 non-voting shares 
 "AmWINS Global Bye-laws"                       the bye-laws to be adopted by AmWINS Global 
                                                 on or before the Effective Date 
 "AmWINS Global C Shares"                       the C ordinary shares of US$1 par value 
                                                 each in AmWINS Global, having the rights 
                                                 set out in the AmWINS Global Bye-laws, being 
                                                 non voting shares 
 "AmWINS Group"                                 AmWINS HoldCo, AmWINS and their wholly-owned 
                                                 subsidiaries and subsidiary undertakings 
                                                 from time to time, including AmWINS Global 
                                                 and Bidco, and "member of the AmWINS Group" 
                                                 shall be construed accordingly 
 "AmWINS Holdco"                                American Wholesale Insurance Holding Company, 
                                                 LLC, a privately owned Delaware limited 
                                                 liability company 
 "Announcement"                                 this announcement 
 "Appendix"                                     an appendix to this Announcement 
 "Authorisations"                               authorisations, orders, grants, recognitions, 
                                                 determinations, certifications, confirmations, 
                                                 consents, licences, clearances, provisions, 
                                                 permissions and approvals 
 "Bidco"                                        Taurus Acquisition Limited (a wholly-owned 
                                                 subsidiary of AmWINS Global), a private 
                                                 limited liability company incorporated in 
                                                 England and Wales with registered number 
                                                 07705676 and with its registered office 
                                                 at Webber House, 26-28 Market Street, Altrincham, 
                                                 Cheshire, WA14 1PF 
 "Bidco Directors"                              the directors of Bidco as at the date of 
                                                 this Announcement 
 "Business Day"                                 a day, not being a public holiday, Saturday 
                                                 or Sunday, on which clearing banks in London 
                                                 are open for business 
 "Cash Consideration"                           the cash consideration of 80.55 pence per 
                                                 Scheme Share payable to Scheme Shareholders 
                                                 for each Scheme Share cancelled pursuant 
                                                 to the Scheme 
 "Closing Price"                                the middle market price at the close of 
                                                 business on the day to which such price 
                                                 relates, as derived from the AIM Appendix 
                                                 of the Daily Official List for that day 
 "Code"                                         the City Code on Takeovers and Mergers issued 
                                                 from time to time by or on behalf of, and 
                                                 interpreted by, the Panel 
 "Companies Act"                                the Companies Act 2006 including any statutory 
                                                 modification or re-enactment thereof from 
                                                 time to time in force 
 "Conditions"                                   (a) if the Acquisition is being implemented 
                                                 by way of the Scheme, the conditions to 
                                                 the implementation of the Acquisition set 
                                                 out in Appendix 1; and (b) if the Acquisition 
                                                 is being implemented by way of the Offer, 
                                                 the conditions to the implementation of 
                                                 the Acquisition to be set out in the Offer 
                                                 document, and "Condition" shall be construed 
                                                 accordingly 
 "Control"                                      has the meaning given to such term in sections 
                                                 181 and 182 of FSMA 
 "Controller"                                   has the meaning given to such term in section 
                                                 422 of FSMA and as applied to a UK insurance 
                                                 intermediary by the FSA Handbook 
 "Court"                                        the High Court of Justice in England and 
                                                 Wales 
 "Court Meeting"                                the meeting of the Scheme Shareholders, 
                                                 including any adjournment thereof, to be 
                                                 convened by the order of the Court under 
                                                 section 896 of the Companies Act for the 
                                                 purpose of considering and, if thought fit, 
                                                 approving the Scheme (with or without modification) 
 "Court Orders"                                 the Scheme Court Order and the Reduction 
                                                 of Capital Court Order 
 "CPS"                                          the existing A convertible preference shares, 
                                                 B convertible preference shares, C convertible 
                                                 preference shares and D convertible preference 
                                                 shares, in each case in the share capital 
                                                 of THB, having the rights set out in the 
                                                 THB Articles 
 "CPS Arrangements"                             the proposed arrangements between Bidco 
                                                 and the CPS Holders, as described in paragraph 
                                                 14 of this Announcement 
 "CPS Holders"                                  the holders of CPS, being Ian Donald, Thomas 
                                                 Duggan and David Saville 
 "CREST"                                        the relevant system (as defined in the Regulations) 
                                                 for the paperless settlement of trades in 
                                                 securities and the holding of uncertificated 
                                                 securities in respect of which Euroclear 
                                                 UK & Ireland Limited is the operator (as 
                                                 defined in the Regulations) 
 "Daily Official List"                          the daily official list published by the 
                                                 London Stock Exchange 
 "Daniel Stewart"                               Daniel Stewart & Company plc, THB's nominated 
                                                 adviser 
 "Disclosure Rules and Transparency Rules"      the disclosure rules and transparency rules 
                                                 made by the FSA and forming part of the 
                                                 FSA Handbook 
 "Earn-out and Bonus Schemes"                   collectively, the Globesure Earn-out, the 
                                                 Participating Staff Bonus Schemes and the 
                                                 PWSEA Earn-out 
 "Effective"                                    in the context of the Acquisition: (i) if 
                                                 the Acquisition is implemented by means 
                                                 of the Scheme, the Scheme having become 
                                                 effective in accordance with its terms by 
                                                 registration of the Court Orders by the 
                                                 Registrar of Companies and issue by the 
                                                 Registrar of Companies of a certificate 
                                                 under section 649 of the Companies Act in 
                                                 relation to the Reduction of Capital Court 
                                                 Order; or (ii) if the Acquisition is implemented 
                                                 by means of the Offer, the Offer having 
                                                 been declared or become unconditional in 
                                                 all respects in accordance with its terms 
                                                 and with the requirements of the Code 
 "Effective Date"                               the date on which the Scheme becomes Effective 
                                                 in accordance with its terms 
 "Evercore Group"                               Evercore Group L.L.C. 
 "Evercore International"                       Evercore Partners International LLP 
 "Evercore Partners"                            Evercore Group and its UK affiliate Evercore 
                                                 International, financial adviser to AmWINS, 
                                                 AmWINS Global and Bidco 
 "Exclusivity Agreement"                        the agreement between AmWINS and THB dated 
                                                 22 December 2010 (as amended) relating to 
                                                 the exclusivity in respect of the Acquisition 
                                                 and related matters 
 "Forms of Proxy"                               the forms of proxy for use by THB Shareholders 
                                                 at the Court Meeting and the General Meeting 
 "FSA"                                          the Financial Services Authority, the regulator 
                                                 of the financial services industry in the 
                                                 UK (or any successor authority or authorities 
                                                 carrying out such regulatory functions in 
                                                 the UK from time to time) 
 "FSA Handbook"                                 FSA's handbook of rules and guidance, as 
                                                 from time to time amended 
 "FSMA"                                         the Financial Services and Markets Act 2000 
                                                 including any statutory modification or 
                                                 re-enactment thereof from time to time in 
                                                 force 
 "General Meeting"                              the general meeting of THB Shareholders 
                                                 to be convened in connection with the Acquisition 
                                                 to consider and, if thought fit, pass the 
                                                 Resolutions (and any adjournment thereof) 
 "Globesure"                                    Globesure Holdings Limited (company no. 
                                                 06120260) whose registered office is at 
                                                 107 Leadenhall Street, London EC3A 4AF 
 "Globesure Earn-out"                           existing deferred consideration arrangements 
                                                 payable in relation to THB's acquisition 
                                                 of Globesure pursuant to the terms of a 
                                                 sale and purchase agreement relating to 
                                                 the entire issued share capital of Globesure 
                                                 between (1) THB and (2) Craig Douglas Kingaby 
                                                 and others dated 18 December 2008, as amended 
                                                 by a deed of variation dated 20 October 
                                                 2010, and as further amended 
 "holder"                                       a registered holder, including any person 
                                                 entitled by transmission 
 "Independent Directors"                        the non-executive directors of THB, being 
                                                 Nigel Moorhouse and Charles Keay 
 "Independent Scheme Shareholders"              Scheme Shareholders other than the Participating 
                                                 Staff 
 "Independent Scheme Shares"                    Scheme Shares held by Independent Scheme 
                                                 Shareholders 
 "Inducement Fee"                               GBP349,191, being the cash amount equal 
                                                 to 1% of the fully-diluted equity value 
                                                 of THB (including the value of the outstanding 
                                                 THB Shares, in-the-money options net of 
                                                 exercise price and the value attributable 
                                                 to all outstanding CPS on the basis of the 
                                                 offer price for the THB Shares into which 
                                                 the CPS may be converted multiplied by the 
                                                 conversion ratio, as considered by the Panel) 
                                                 as implied by the Acquisition. This amount 
                                                 is inclusive of any applicable UK VAT payable 
                                                 on such payment 
 "Inducement Fee Agreement"                     the agreement between AmWINS and THB dated 
                                                 10 June 2011 (as amended) relating to the 
                                                 Inducement Fee and related matters 
 "Intermediaries Byelaw"                        the byelaw made by the Council of Lloyd's 
                                                 on 28 March 2007 which, amongst other things, 
                                                 provides for the registration of Lloyd's 
                                                 brokers 
 "Intermediate Loan Notes"                      the Intermediate Series A Loan Notes and 
                                                 Intermediate Series B Loan Notes 
 "Intermediate Series A Loan Notes"             the GBP4,805,000 series A intermediate unsecured 
                                                 subordinated fixed rate 8.6% notes constituted 
                                                 by THB pursuant to the terms of the Intermediate 
                                                 Series A Loan Note Instrument 
 "Intermediate Series A Loan Note Instrument"   the loan note instrument to be executed 
                                                 by THB following its re-registration as 
                                                 a private limited company constituting the 
                                                 Intermediate Series A Loan Notes 
 "Intermediate Series B Loan Notes"             the GBP307,857 series B intermediate unsecured 
                                                 subordinated fixed rate 8.6% notes constituted 
                                                 by THB pursuant to the terms of the Intermediate 
                                                 Series B Loan Note Instrument 
 "Intermediate Series B Loan Note Instrument"   the loan note instrument to be executed 
                                                 by THB following its re-registration as 
                                                 a private limited company constituting the 
                                                 Intermediate Series B Loan Notes 
 "Junior Loan Notes"                            the unsecured subordinated fixed rate 6% 
                                                 notes constituted by AmWINS Global pursuant 
                                                 to the terms of the Junior Loan Note Instrument 
 "Junior Loan Note Instrument"                  the loan note instrument executed by AmWINS 
                                                 Global constituting the Junior Loan Notes 
 "Keefe, Bruyette & Woods"                      Keefe, Bruyette & Woods Limited, financial 
                                                 adviser to THB 
 "Lloyd's"                                      the Society and Corporation of Lloyd's created 
                                                 and governed by the Lloyd's Acts 1871 to 
                                                 1982, including the Council of Lloyd's (and 
                                                 its delegates and other persons through 
                                                 whom the Council may act), as the context 
                                                 may require 
 "London Stock Exchange"                        London Stock Exchange plc 
 "Long-Stop Date"                               31 March 2012 
 "Meetings"                                     the Court Meeting and/or the General Meeting, 
                                                 as the case may be 
 "Offer"                                        should Bidco elect (with the consent of 
                                                 the Panel) to make the Acquisition by way 
                                                 of a takeover offer (as such term is defined 
                                                 in section 974 of the Companies Act), the 
                                                 recommended cash takeover offer to be made 
                                                 by Bidco to acquire all of the issued or 
                                                 to be issued THB Shares not already owned 
                                                 (or contracted to be acquired) by Bidco 
                                                 or its associates (including where the context 
                                                 so requires, any subsequent revision, variation, 
                                                 extension or renewal of such offer) 
 "Offer Period"                                 the period commencing on (and including) 
                                                 12 July 2011, being the date of the announcement 
                                                 by THB that it had been approached regarding 
                                                 a possible offer, and ending on the Effective 
                                                 Date 
 "Ordinary Resolution"                          the ordinary resolution to approve the Participating 
                                                 Staff Arrangements to be set out in the 
                                                 notice of the General Meeting 
 "Panel"                                        the Panel on Takeovers and Mergers 
 "Participating Staff"                          certain members of senior management and 
                                                 employees of THB Group, namely: 
                                                Martin Thomas Allain      Paul Charles Johnson 
                                                 Ronald Benedit            Jane Joslin 
                                                 Russell Paul Bowman       Craig Douglas Kingaby 
                                                 Andrew Austin Brignell    Paul Lindeboom 
                                                 Dominic Calcott           Stephen Louis Reginald Matanle 
                                                 Joaquim M da Cruz         Francis Michael Murphy 
                                                 Caria                     Paul John Murphy 
                                                 Steven David Carr         Darren Nightingale 
                                                 Nicholas Cochrane         Anthony John Preston 
                                                 Mark David Franklin       Lee Price 
                                                 Cody                      Simon Read 
                                                 Michael Roland Cole       Lee Andrew Richardson 
                                                 Toby Howard Colls         Juan Ramon Rivera 
                                                 Paul David Croome         Paul Sammons 
                                                 Stuart Donnan             Ivor John Southgate 
                                                 Clifford James Downing    Victor Herbert Thompson 
                                                 Tony Alan Driver          David Tompkins 
                                                 Chris Francis             Robert Stephen Wilkinson 
                                                 Roddy Graham              Stephen Colin Willsmer 
                                                 Steve Gutteridge          Manuel Yanez 
                                                 Mark Edward Hackett 
                                                 Matthew David Horlock 
                                                 Simon Irving 
 "Participating Staff Arrangements"             the proposed investment by Participating 
                                                 Staff in AmWINS Global, as set out in paragraph 
                                                 12 of this Announcement 
 "Participating Staff Bonus Schemes"            the bonus arrangements set out in memoranda 
                                                 issued on or by 18 March 2009 to certain 
                                                 Participating Staff transferred to THB from 
                                                 PWS Holdings plc, PWS International Limited 
                                                 and/or PWS Group Services Limited pursuant 
                                                 to an agreement for the sale of the business 
                                                 and certain of the assets of the sellers 
                                                 (as defined therein) between PWS Holdings 
                                                 plc, PWS International Limited, PWS Group 
                                                 Services Limited, Michael John Andrew Jervis 
                                                 and Douglas Nigel Rackham as administrators, 
                                                 THB International Holdings Limited, Thompson 
                                                 Heath and Bond Limited and THB dated 24 
                                                 January 2008, as amended 
 "GBP"or "pence"                                the lawful currency of the United Kingdom 
 "PLUS-traded market"                           a secondary market trading platform operated 
                                                 by PLUS Stock Exchange plc 
 "PWSEA"                                        PWS East Asia Pte Limited (company number 
                                                 199706376E), a company incorporated under 
                                                 the laws of Singapore and having its registered 
                                                 office at 600 North Bridge Road, #14-09/10, 
                                                 Parkview Square, Singapore 18878 
 "PWSEA Earn-out"                               the earn-out arrangements payable in relation 
                                                 to THB's acquisition of PWSEA pursuant to 
                                                 the terms of a shareholders' agreement dated 
                                                 22 January 2008 between (1) THB International 
                                                 Holdings Limited (2) the PWSEA Local Shareholders 
                                                 and (3) THB, as amended 
 "PWSEA Local Shareholders"                     Paul Murphy, Martin Allain, Clifford James 
                                                 Downing and Nicholas Cochrane 
 "Reduction of Capital"                         the reduction of THB's ordinary share capital 
                                                 associated with the cancellation and extinguishing 
                                                 of the Scheme Shares provided for by the 
                                                 Scheme under section 648 of the Companies 
                                                 Act 
 "Reduction of Capital Court Order"             the order of the Court confirming the Reduction 
                                                 of Capital under section 648 of the Companies 
                                                 Act 
 "Reduction of Capital Hearing Date"            the date of the commencement of the hearing 
                                                 by the Court of the petition to confirm 
                                                 the Reduction of Capital; 
 "Reduction of Capital Hearing Record Time"     6.00 p.m. on the day immediately preceding 
                                                 the Reduction of Capital Hearing Date; 
 "Registrar of Companies"                       the Registrar of Companies in England and 
                                                 Wales 
 "Regulations"                                  the Uncertified Securities Regulations 2001 
                                                 (SI 2001/3755) as amended 
 "Regulatory Information Service"               any information service authorised from 
                                                 time to time by the FSA for the purpose 
                                                 of disseminating regulatory announcements 
 "Resolutions"                                  the Special Resolution and the Ordinary 
                                                 Resolution 
 "Restricted Jurisdiction"                      any jurisdiction where local laws or regulations 
                                                 may result in a significant risk of civil, 
                                                 regulatory or criminal exposure if information 
                                                 concerning the Acquisition is sent or made 
                                                 available to Scheme Shareholders in that 
                                                 jurisdiction 
 "Rollover Arrangements"                        the proposed arrangements between certain 
                                                 Participating Staff, Bidco and AmWINS Global 
                                                 details of which are set out in paragraph 
                                                 12 of this Announcement 
 "Rollover Shares"                              the aggregate of 2,333,747 THB Shares to 
                                                 be included in the Rollover Arrangements 
 "Scheme"                                       the proposed scheme of arrangement under 
                                                 section 899 of the Companies Act between 
                                                 THB and the Scheme Shareholders (the full 
                                                 terms of which will be set out in the Scheme 
                                                 Document), with or subject to any modification, 
                                                 addition or condition approved or imposed 
                                                 by the Court and agreed by THB and Bidco 
 "Scheme Court Order"                           the order of the Court sanctioning the Scheme 
                                                 under section 899 of the Companies Act 
 "Scheme Document"                              the document to be sent to THB Shareholders 
                                                 containing, amongst other things, the Scheme 
                                                 and the notices of the Meetings, as amended, 
                                                 revised or supplemented from time to time 
                                                 by agreement between THB and Bidco, together 
                                                 with the relevant Forms of Proxy 
 "Scheme Record Time"                           the time and date specified as such in the 
                                                 Scheme Document, expected to be 6.00 p.m. 
                                                 on the Business Day immediately preceding 
                                                 the Effective Date 
 "Scheme Shareholders"                          the holders of Scheme Shares 
 "Scheme Shares"                                all THB Shares, except the Rollover Shares: 
                                                 (i) in issue at the date of the Scheme Document; 
                                                 (ii) (if any) issued after the date of the 
                                                 Scheme Document and before the Voting Record 
                                                 Time; and (iii) (if any) issued at or after 
                                                 the Voting Record Time and before the Scheme 
                                                 Record Time, either on terms that the original 
                                                 or any subsequent holders thereof shall 
                                                 be bound by the Scheme or in respect of 
                                                 which the holders thereof have agreed in 
                                                 writing to be bound by the Scheme 
 "Securities Act"                               the United States Securities Act of 1933, 
                                                 as amended 
 "Special Resolution"                           the special resolution to be set out in 
                                                 notice of the General Meeting, for the purposes 
                                                 of, amongst other things, approving and 
                                                 implementing the Acquisition (including 
                                                 but not limited to the Scheme), cancelling 
                                                 the entire issued share capital of THB, 
                                                 adopting new articles for THB and withdrawal 
                                                 from AIM, together with such other matters 
                                                 as may be agreed between THB and AmWINS 
                                                 as necessary or desirable for the purposes 
                                                 of implementing the Acquisition (including 
                                                 but not limited to the Scheme) 
 "THB"                                          THB Group plc, a company incorporated in 
                                                 England and Wales with registered number 
                                                 01514749 and with its registered office 
                                                 at 107 Leadenhall Street, London, EC3A 4AF 
 "THB Articles"                                 the articles of association of THB as amended 
                                                 from time to time 
 "THB Directors"                                the directors of THB as at the date of this 
                                                 document 
 "THB Group"                                    THB and its wholly-owned subsidiaries and 
                                                 subsidiary undertakings from time to time 
                                                 and "member of the THB Group" shall be construed 
                                                 accordingly 
 "THB Shareholders"                             the holders of THB Shares 
 "THB Shares"                                   ordinary shares of 10p each in the capital 
                                                 of THB 
 "THB Share Incentive Plan 2002"                means the share incentive plan established 
                                                 by THB on 25 September 2002 and constituted 
                                                 by the trust deed dated 26 February 2003 
                                                 between THB and the Original Trustees (as 
                                                 defined therein), as amended by the deed 
                                                 of variation thereto dated 5 February 2004 
 "THB Share Option Plan 2002"                   means the THB company share option plan 
                                                 adopted by THB on 25 September 2002 
 "THB Share Option Schemes"                     (i) the THB Share Option Plan 2002 (and 
                                                 scheme rules relating thereto) and (ii) 
                                                 the THB Share Incentive Plan 2002 (and scheme 
                                                 rules relating thereto) 
 "Third Party"                                  any central bank, ministry, governmental, 
                                                 quasi-governmental (including the European 
                                                 Union), supra--national, statutory, regulatory 
                                                 or investigative body or authority (including 
                                                 any national or supra--national anti-trust 
                                                 or merger control authority), national, 
                                                 state, municipal or local government (including 
                                                 any subdivision, court, administrative agency 
                                                 or commission or other authority thereof), 
                                                 private body exercising any regulatory, 
                                                 taxing, importing or other authority, trade 
                                                 agency, association, institution or professional 
                                                 or environmental body or any other person 
                                                 or body whatsoever in any relevant jurisdiction, 
                                                 including for the avoidance of doubt, the 
                                                 Panel 
 "Underwriting Requirements"                    the requirements made by the Council of 
                                                 Lloyd's on 28 March 2007 under, amongst 
                                                 others, the Intermediaries Byelaw 
 "UK" or "United Kingdom"                       the United Kingdom of Great Britain and 
                                                 Northern Ireland 
 "UK Authorised Person"                         has the meaning given to such term in section 
                                                 191G(1) of FSMA 
 "US" or "United States"                        the United States of America, its territories 
                                                 and possessions, any state of the United 
                                                 States of America, the District of Columbia 
                                                 and all other areas subject to its jurisdiction 
 "US Person"                                    a US person as defined in Regulation S of 
                                                 the Securities Act 
 "Voting Record Time"                           the date and time specified in the Scheme 
                                                 Document by reference to which entitlement 
                                                 to vote at the Court Meeting will be determined, 
                                                 expected to be 6.00 p.m. on the day which 
                                                 is two days before the Court Meeting or, 
                                                 if the Court Meeting is adjourned, 6.00 
                                                 p.m. on the day which is two days before 
                                                 the date of such adjourned Court Meeting 
 "Warrants"                                     warrants for AmWINS Global B Shares 
 "Wider AmWINS Group"                           AmWINS and its subsidiary undertakings, 
                                                 associated undertakings and any other undertaking 
                                                 in which AmWINS and/or any such subsidiary 
                                                 or associated undertakings (aggregating 
                                                 their interests) has or together have a 
                                                 direct or indirect interest in 10% or more 
                                                 of the equity share capital (as defined 
                                                 in the Companies Act) as at the date of 
                                                 this Announcement and not including, for 
                                                 the avoidance of doubt, any member of the 
                                                 THB Group 
 "Wider THB Group"                              THB and its subsidiary undertakings, associated 
                                                 undertakings and any other undertaking in 
                                                 which THB and/or any such subsidiary or 
                                                 associated undertakings (aggregating their 
                                                 interests) has or together have a direct 
                                                 or indirect interest in 10% or more of the 
                                                 equity share capital (as defined in the 
                                                 Companies Act) as at the date of this Announcement

For the purposes of this Announcement, "subsidiary" and "holding company" have the meanings given in section 1159 of the Companies Act, save that for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c) of the Companies Act a company shall be treated as a member of another company: (i) if any of its subsidiaries is a member of that other company; (ii) if any shares in that other company are held by a person acting on behalf of the company or any of its subsidiaries; or (iii) if any shares in that other company are held by a person (or that person's nominee) by way of security or in connection with the taking of security.

The expression "subsidiary undertaking" has the meaning given in section 1162 of the Companies Act, save that for the purposes of section 1162(2) of the Companies Act, an undertaking shall also be treated as a member of another undertaking if any shares in that other undertaking are held by a person (or that person's nominee) by way of security or in connection with the taking of security.

The expression "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those Regulations.

All references to time in this Announcement are to London time unless otherwise stated.

Words and expressions in the singular in this Announcement include the plural and vice versa.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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