Lighthouse : Court Sanction of Scheme of Arrangement

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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

10 June 2019

RECOMMENDED CASH OFFER

for

Lighthouse Group plc

by

Intrinsic Financial Services Limited,

a wholly-owned indirect subsidiary of Quilter plc

COURT SANCTION OF SCHEME OF ARRANGEMENT

AND SUSPENSION OF TRADING ON AIM

On 3 April 2019, the boards of Quilter plc, Intrinsic Financial Services Limited ('Intrinsic') and Lighthouse Group plc ('Lighthouse') announced that they had reached an agreement on the terms of a recommended cash offer to be made by Intrinsic for Lighthouse pursuant to which Intrinsic would acquire the entire issued and to be issued ordinary share capital of Lighthouse (the 'Acquisition'). The Acquisition is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme'). On 10 May 2019, Lighthouse announced that the Scheme was approved by a majority in number of Lighthouse Scheme Shareholders, who voted and were entitled to vote, either in person or by proxy, and who together represented over 75 per cent. by value of the votes cast.Lighthouse and Intrinsic are pleased to announce that the Scheme was sanctioned by the Court earlier today. The Scheme will become effective upon the Court order being delivered to the Registrar of Companies, which is expected to take place on 12 June 2019. Dealings in Lighthouse Shares will be suspended with effect from 7.30 a.m.on 12 June 2019. Subject to the Scheme becoming effective, it is expected that the admission to trading of Lighthouse Shares on AIM will be cancelled at 7.00 a.m. on 13 June 2019. A further announcement will be made when the Scheme has become effective.

Defined terms used but not defined in this announcement have the meaning given to them in the scheme circular sent to Lighthouse Shareholders on 15 April 2019.

Exercise of options and admission of shares to trading on AIM

Upon the Court sanction of the Scheme earlier today, all outstanding options under the Lighthouse LTIP have become exercisable and have been exercised by the holders thereof. As a consequence, application has been made to the London Stock Exchange for 12,163,972 new ordinary shares of 1 pence each to be admitted to trading on AIM ('Admission'). It is expected that Admission will become effective and dealings in such ordinary shares will commence at 8.00 a.m. on 11 June 2019. Upon Admission, the Company's issued share capital will consist of 139,864,270 ordinary shares with one voting right each. The Company does not hold any ordinary shares in treasury. The International Securities Identification Number for Lighthouse Shares is GB0009779116.

Enquiries:

IMPORTANT NOTICES

Important notices relating to financial advisers

J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ('J.P. Morgan Cazenove'), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Intrinsic and Quilter and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Intrinsic and Quilter for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.

Investec Bank plc ('Investec'), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA and is acting exclusively for Lighthouse and no one else in relation to the matters set out in this announcement and will not be responsible to anyone other than Lighthouse for providing the protections afforded to clients of Investec or for providing advice in relation to the contents of this announcement or any other matter or arrangement referred to herein.

Publication on websites and availability of hard copies

This announcement is available free of charge on Quilter's website at www.quilter.com/lighthousegroupoffer and on Lighthouse's website at www.lighthousegroup.plc.uk/investor-relations/.

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.