Recommended Offer for GBGI

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 OR REGULATIONS OF SUCH JURISDICTION.

NEITHER THE GFSC NOR THE STATES OF GUERNSEY TAKE ANY RESPONSIBILITY FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DOCUMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION NO 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

5 November 2018

RECOMMENDED CASH OFFER

for

GBGI Limited ("GBGI")

by

Elm Bidco, L.P. ("Bidco")

a Cayman Island exempted limited partnership that is controlled by affiliates of

Further Global Capital Management, L.P. ("Further Global")

to be effected by means of a scheme of arrangement

under Part VIII of The Companies (Guernsey) Law, 2008, as amended

Summary and highlights

·  Bidco and the board of GBGI are pleased to announce that they have reached agreement on the terms of a recommended all cash offer, with an Unlisted Bidco Interest Alternative, to be made by Bidco for the entire issued and to be issued share capital of GBGI.

· Under the terms of the Offer, each Scheme Shareholder will be entitled to receive:

For each Scheme Share held US$1.515 in cash

· The Cash Consideration implies an equivalent value of approximately 116.82 pence per GBGI Share based on the Announcement Exchange Rate and values the entire issued and to be issued share capital of GBGI at approximately $131.8 million (£101.6 million at the Announcement Exchange Rate) on a fully diluted basis, and represents:

o a premium of approximately 38.2 per cent. to the Closing Price per GBGI Share of 84.50 pence on 2 November 2018 (being the last Business Day prior to the commencement of the Offer Period);

o a premium of approximately 39.1 per cent. to the one month volume weighted average price of 83.99 pence per GBGI Share to 2 November 2018 (being the last Business Day prior to the commencement of the Offer Period); and

o a premium of approximately 35.7 per cent. to the three month volume weighted average price of 86.08 pence per GBGI Share to 2 November 2018 (being the last Business Day prior to the commencement of the Offer Period).

· A facility will be made available under which Scheme Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive their Cash Consideration in sterling (after deduction of any reasonable and properly incurred transaction or dealing costs associated with the conversion) at the applicable US$/£ market rate of exchange on the latest practicable date for fixing such rate prior to the relevant date of payment. Further details of this facility and the election by Scheme Shareholders accepting the Offer and wishing to receive their Cash Consideration in sterling will be set out in the Scheme Document and the Form of Election. For any Scheme Shareholder electing to be paid in sterling the amount per Scheme Share received may, depending on the prevailing exchange rate, result in payment below or above 116.82 pence per Scheme Share. Scheme Shareholders who do not return a Form of Election according to the instructions to be set out in the Scheme Document will be deemed to have made an election to receive the Cash Consideration in US dollars.

· The Offer will also include the Unlisted Bidco Interest Alternative pursuant to which Scheme Shareholders will be able to elect to receive one (1) Class B Bidco Interest for each Scheme Share held in lieu of the full Cash Consideration to which they would otherwise be entitled under the Offer. The Unlisted Bidco Interest Alternative is limited to the issue of Class B Bidco Interests in respect of 17,392,839 GBGI Shares representing approximately 20 per cent. of GBGI's issued share capital.

· To the extent that elections for Class B Bidco Interests under the Unlisted Bidco Interest Alternative cannot be satisfied in full due to such limitation, they will be scaled down as nearly as reasonably practicable pro rata to the size of such elections, and the balance of such Scheme Shareholder's entitlements to consideration for their Scheme Shares shall be paid in cash. An estimate of value of the Class B Bidco Interests and the Unlisted Bidco Interest Alternative will be included in the Scheme Document.

· To the extent that the Unlisted Bidco Interest Alternative is elected by the Scheme Shareholders for all such 17,392,839 GBGI Shares, the number of Class B Bidco Interests issued would represent approximately 20 per cent. of the Bidco Interests (subject to any dilution which may arise due to additional capital provided for the payment of transaction fees and expenses, and/or in connection with the potential investment into Bidco of up to $10 million of capital by affiliates of Further Global which may be made on or shortly after the receipt of all required regulatory approvals and the Scheme becoming Effective). With respect to Bidco Interests issued to affiliates of Further Global in respect of such $10 million investment of capital (to the extent such investment is made), the holders of Class B Bidco Interests shall have the right to exercise their pro-rata catch-up rights to prevent the dilution arising therefrom, further details of which are set out below.

· Whilst the GBGI Directors believe that there is potential for future growth in equity value for Scheme Shareholders from this time, they recognise the benefits to GBGI in being majority owned by Further Global whose principals have experience of, and a relevant network in, the insurance industry. Private ownership will provide GBGI with enhanced financial and operational flexibility, together with savings relating to the costs which come from being a public company. The Cash Consideration provides Scheme Shareholders with the opportunity to immediately and fully crystallise the value of their holdings in cash at a substantial premium to GBGI's current share price, without the investment and execution risk associated with the implementation of GBGI's strategy.

· The GBGI Directors, who have been so advised by Canaccord Genuity Limited as to the financial terms of the Offer, consider the Cash Consideration to be fair and reasonable. In providing advice to the GBGI Directors, Canaccord Genuity Limited has taken into account the commercial assessments of the GBGI Directors. Canaccord Genuity Limited is providing independent financial advice to the GBGI Directors for the purposes of Rule 3 of the Code.

· In considering the Unlisted Bidco Interest Alternative, the GBGI Directors and Canaccord Genuity Limited considered that, whilst the value of the Unlisted Bidco Interest Alternative may appreciate there can be no certainty of this happening and the following issues (as set out in more detail in paragraph 15 and Appendix III) were key factors:-

o the Bidco Interests will not be listed or traded on AIM or any other regulated exchange or market;

o Bidco will not be subject to any similar rules or regulations applying to companies with securities admitted to or traded on a regulated market or exchange;

o Class B Bidco Interests are subject to restrictions on transfer which may reduce the likelihood of a third party offering to purchase Class B Bidco Interests and therefore holders of Class B Bidco Interests may not be able to recover the current value of their original investment or readily to crystallise any increase in the value of their investment;

o the Enlarged Group will be controlled by Further Global;

o further issues of Bidco Interests may be necessary and may have a dilutive effect on Scheme Shareholders who elect to become holders of Class B Bidco Interests;

o Class B Bidco Interests are subject to drag-along rights and Scheme Shareholders who elect to become holders of Class B Bidco Interests may therefore be required to sell their Class B Bidco Interests at any time and at a price that is not negotiated by them. Any proceeds payable to holders of Class B Bidco Interests in connection with any such disposal may also be subject to retention; and

o no dividends or other distributions are currently contemplated in respect of the Bidco Interests.

· For the reasons set out above, the GBGI Directors, who have been so advised by Canaccord Genuity Limited as to the financial terms of the Offer, recommend that Scheme Shareholders do not elect for the Unlisted Bidco Interest Alternative.

· Before deciding whether to elect for the Unlisted Bidco Interest Alternative, Scheme Shareholders should ensure they are fully cognisant of, and are prepared to accept, the risks and other investment considerations as set out in paragraph 15 and Appendix III of this Announcement and Scheme Shareholders are therefore strongly recommended to seek their own independent financial, tax and legal advice, appropriate to their own financial circumstances, investment objectives and jurisdiction of domicile.

· Accordingly, the GBGI Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and GBGI Shareholders vote in favour of the resolutions to be proposed at the General Meeting, as the GBGI Directors who hold Scheme Shares (being William (Bill) Ward, Andy Thorburn and David Gibson) have irrevocably undertaken to do in respect of their own beneficial holdings, amounting in aggregate to 27,367,128 Scheme Shares and representing approximately 31.47 per cent. of the issued share capital of GBGI (representing approximately 31.47 per cent. of the Scheme Shares eligible to vote at the Court Meeting and 31.47 per cent. of the GBGI Shares eligible to vote at the General Meeting) as at 2 November 2018 (being the latest practicable date prior to publication of this Announcement).

· Bidco has also received irrevocable undertakings from Bison Capital, Finbar, Robert Sass and Ed Zutler, holding, in aggregate, 49,994,450 Scheme Shares representing approximately 57.49 per cent. of the existing issued share capital of GBGI (representing approximately 57.49 per cent. of the Scheme Shares eligible to vote at the Court Meeting) as at 2 November 2018 (being the latest practicable date prior to publication of this Announcement) to vote in favour of the Scheme at the Court Meeting and the General Meeting and to vote against any third party transaction or scheme whether at the Court Meeting and the General Meeting or such other court meetings or general meetings as may be convened to consider and approve such transaction or scheme prior to the Scheme lapsing or being withdrawn.

· Therefore, Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting with respect to, in aggregate, 77,361,578 Scheme Shares representing approximately 88.96 per cent. of the existing issued share capital of GBGI (representing approximately 88.96 per cent. of the Scheme Shares eligible to vote at the Court Meeting) as at 2 November 2018 (being the latest practicable date prior to publication of this Announcement).

· Founded in 2017, Further Global is an employee owned private equity firm that makes investments in businesses within the financial services industry. Further Global has offices in New York and Toronto with broad support from a network of senior advisors and operating partners.

· Bidco is an exempted limited partnership newly formed under the laws of the Cayman Islands, and is controlled by affiliates of Further Global formed for the purpose of implementing the Proposed Acquisition.

· It is intended that the Offer will be implemented by way of a court-sanctioned scheme of arrangement under Part VIII of the Guernsey Companies Law.

· The Offer will be put to Scheme Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, at the General Meeting to implement the Scheme a special resolution to approve the adoption of the Amended GBGI Articles must be passed by GBGI Shareholders representing at least 75 per cent. of the votes validly cast on that resolution.

· In connection with the Offer it is proposed that the Management Arrangements are implemented. Certain of these Management Arrangements, the Executive Director Management Arrangements, are subject to approval by GBGI Shareholders representing a majority of votes cast (either in person or by proxy) on the Management Arrangements Resolution at the General Meeting.

· The Offer is conditional, among other customary competition and merger clearances, on receiving the approval of the GFSC, the Netherlands Autoriteit Fianciele Markten and the Texas Department of Insurance for the change of control of the regulated entities in the GBGI Group.

· The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the General Meeting, will be published as soon as practicable and, in any event, within 28 days of this Announcement.

Commenting on the Offer, William (Bill) Ward, Chairman of GBGI, said:

"We are pleased to have reached a dual agreement with Bidco that offers shareholders a substantial cash premium to the current share price whilst retaining the opportunity for those shareholders to continue with their investment in the business should they so wish. Returning to private ownership will provide GBGI with enhanced financial and operational flexibility, together with savings relating to the costs which come from being a public company. Whilst there is potential for future growth in the equity value of GBGI from this time, we believe that the future development of the Group can be best effected under the control of a single private entity. Further Global have the right experience, credentials and leadership to take the business forward on the next stage of its growth story. We believe that this is a positive next step for the business."

Commenting on the Offer, Pierre Olivier Sarkozy of Further Global, said:

"We are very pleased to have reached agreement with the board of GBGI in relation to the proposed Offer, which represents an opportunity for GBGI Shareholders to realise a significant premium to GBGI's current share price. We believe that our ability to bring relevant relationships and operational expertise, as well as capital, to GBGI, will support a strategy to create long term value without the constraints imposed by the public markets."

This Summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this Announcement, Appendix III contains further details on Bidco and the Bidco Interests, Appendix IV contains a summary of the irrevocable undertakings received in relation to the Offer and Appendix V contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

Dechert LLP and Mourant Ozannes are providing legal advice to Further Global and Bidco. Allen & Overy LLP and Appleby (Guernsey) LLP are providing legal advice to GBGI.

Important notices

Perella Weinberg Partners UK LLP which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting as financial adviser to Bidco and Further Global and for no one else in connection with the Offer or other matters referred to in this Announcement and will not be responsible to anyone other than Bidco and Further Global for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Canaccord Genuity Limited which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to GBGI and for no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to anyone other than GBGI for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Proposed Acquisition.

This Announcement has been prepared for the purpose of complying with English law, Guernsey law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom or Guernsey.

GBGI will prepare the Scheme Document to be distributed to Scheme Shareholders at no cost to them. GBGI and Further Global urge Scheme Shareholders to read the Scheme Document in full when it becomes available because it will contain important information relating to the Offer.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer relates to shares of a Guernsey incorporated company and is proposed to be effected by means of a scheme of arrangement under Part VIII of the Guernsey Companies Law. The Offer, proposed to be implemented by way of a scheme of arrangement, is not subject to the proxy solicitation rules nor the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in Guernsey to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Offer by means of a Takeover Offer and determines to extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance with all applicable United States laws and regulations. Such a Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Further Global, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in GBGI outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

The Class B Bidco Interests to be issued pursuant to the Offer have not been registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act. The Class B Bidco Interests to be issued pursuant to the Offer will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the US Securities Act. If, in the future, Bidco exercises its right to implement the Offer by way of a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, it may be required to file a registration statement with the US Securities and Exchange Commission (the "SEC") that will contain a prospectus with respect to the issuance of Class B Bidco Interests. In this event, Scheme Shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to Bidco's contact for enquiries identified above.

None of the securities referred to in this Announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

GBGI is incorporated under the laws of Guernsey. In addition, some of its officers and directors reside outside the United States, and some or all of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against GBGI or its officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue GBGI or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

GBGI's financial statements, and all financial information that is included in this Announcement, or that may be included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Scheme Shareholders who are not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey should inform themselves of, and observe, any applicable requirements.

The Offer will be subject to the applicable requirements of the Guernsey Companies Law, the Court (as a result of GBGI being incorporated in Guernsey) and the GFSC (as a result of members of the GBGI Group being licensed pursuant to the Guernsey IB Law), together with the applicable requirements of the Code, the Panel, the London Stock Exchange and the AIM Rules.

Forward looking statements

This Announcement contains statements about Bidco and GBGI that are or may be forward looking statements. These statements are based on the current expectations of the management of Bidco and GBGI and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Offer, other than statements of historical facts included in this Announcement, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or GBGI's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or GBGI's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in laws or the enforcement or interpretation thereof, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Bidco, Further Global and GBGI disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

No profit forecasts or profit estimates

No statement in this Announcement is intended as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for GBGI for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for GBGI.

Dealing and Opening Position Disclosure Requirements of the Code

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 securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offerors, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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 securities exchange 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.

In accordance with Rule 2.9 of the Code, GBGI confirms that as, at the date of this Announcement, its current issued share capital comprises 86,964,195 ordinary shares of US$1.00 each. GBGI does not currently hold any GBGI Shares in treasury. The International Securities Identification Number for GBGI Shares is GG00BYQFSK24.

Responsibility

The person responsible for arranging the release of this Announcement on behalf of GBGI is William Ward, Chairman of GBGI.

Information relating to GBGI Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by GBGI Shareholders, persons with information rights and other relevant persons for the receipt of communications from GBGI may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GBGI's website at https://www.gbg.com/#/AboutGBG/Investors and on Bidco's website at www.furtherglobal.com/Offer by no later than 12.00 noon on the Business Day following this Announcement.

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

GBGI Shareholders may request a hard copy of this Announcement by contacting Miss K Jolly at BWCI Trust Company Limited on +44 (0)1481 728 432 with an address to which the hard copy may be sent. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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 OR REGULATIONS OF SUCH JURISDICTION.

NEITHER THE GFSC NOR THE STATES OF GUERNSEY TAKE ANY RESPONSIBILITY FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DOCUMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION NO 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

5 November 2018

RECOMMENDED CASH OFFER

for

GBGI Limited ("GBGI")

by

Elm Bidco, L.P. ("Bidco")

a Cayman Island exempted limited partnership that is controlled by affiliates of

Further Global Capital Management, L.P. ("Further Global")

to be effected by means of a scheme of arrangement

under Part VIII of The Companies (Guernsey) Law, 2008, as amended

1. Introduction

Bidco and the board of GBGI are pleased to announce that they have reached agreement on the terms of a recommended all cash offer, with an Unlisted Bidco Interest Alternative, to be made by Bidco for the entire issued and to be issued share capital of GBGI. The Offer is intended to be effected by means of a scheme of arrangement under Part VIII of the Guernsey Companies Law.

2. The Offer

Under the terms of the Offer, which will be subject to Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Scheme Shareholders will be entitled to receive:

For each Scheme Share US$1.515 in cash

The Cash Consideration implies an equivalent value of approximately 116.82 pence per GBGI Share based on the Announcement Exchange Rate and values the entire issued and to be issued share capital of GBGI at approximately $131.8 million (£101.6 million at the Announcement Exchange Rate) on a fully diluted basis, and represents:

· a premium of approximately 38.2 per cent. to the Closing Price per GBGI Share of 84.50 pence on 2 November 2018 (being the last Business Day prior to the commencement of the Offer Period);

· a premium of approximately 39.1 per cent. to the one month volume weighted average price of 83.99 pence per GBGI Share to 2 November 2018 (being the last Business Day prior to the commencement of the Offer Period); and

· a premium of approximately 35.7 per cent. to the three month volume weighted average price of 86.08 pence per GBGI Share to 2 November 2018 (being the last Business Day prior to the commencement of the Offer Period).

A facility will be made available under which Scheme Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive their Cash Consideration in sterling (after deduction of any reasonable and properly incurred transaction or dealing costs associated with the conversion) at the applicable US$/£ market rate of exchange on the latest practicable date for fixing such rate prior to the relevant date of payment. Further details of this facility and the election by Scheme Shareholders accepting the Offer and wishing to receive their Cash Consideration in sterling will be set out in the Scheme Document and the Form of Election. For any Scheme Shareholder electing to be paid in sterling the amount per Scheme Share received may, depending on the prevailing exchange rate, result in payment below or above 116.82 pence per Scheme Share. Scheme Shareholders who do not return a Form of Election according to the instructions to be set out in the Scheme Document will be deemed to have made an election to receive the Cash Consideration in US dollars.

As an alternative to the Cash Consideration to which they would otherwise be entitled under the Offer, accepting Scheme Shareholders will be able to elect to receive the Unlisted Bidco Interest Alternative comprising one (1) Class B Bidco Interest for each Scheme Share held in lieu of the full Cash Consideration to which they would otherwise be entitled under the Offer. The Unlisted Bidco Interest Alternative is limited to the issue of Class B Bidco Interests in respect of 17,392,839 GBGI Shares representing approximately 20 per cent. of GBGI's issued share capital.

To the extent that elections for Class B Bidco Interests under the Unlisted Bidco Interest Alternative cannot be satisfied in full due to such limitation, they will be scaled down as nearly as reasonably practicable pro rata to the size of such elections, and the balance of such Scheme Shareholder's entitlements to consideration for their Scheme Shares shall be paid in cash.

To the extent that the Unlisted Bidco Interest Alternative is elected by the Scheme Shareholders for all such 17,392,839 GBGI Shares, the number of Class B Bidco Interests issued would represent approximately 20 per cent. of the Bidco Interests (subject to any dilution which may arise due to additional capital provided for the payment of transaction fees and expenses, and/or in connection with the potential investment into Bidco of up to $10 million of capital by affiliates of Further Global which may be made on or shortly after the receipt of all required regulatory approvals and the Scheme becoming Effective). With respect to Bidco Interests issued to affiliates of Further Global in respect of such $10 million investment of capital (to the extent such investment is made), the holders of Class B Bidco Interests shall have the right to exercise their pro-rata catch-up rights to prevent the dilution arising therefrom, further details of which are set out below.

An estimate of value of the Class B Bidco Interests and the Unlisted Bidco Interest Alternative will be included in the Scheme Document.

It is currently expected that the Scheme Document will be published in November 2018, that the Court Meeting and the General Meeting will be held in December 2018 and that the Scheme will become Effective in the first quarter of 2019, subject to the Conditions and further terms set out in Appendix 1 to this Announcement and as to be set out in the Scheme Document.

The issue of any Class B Bidco Interests is conditional upon the Scheme becoming Effective. To the extent that Scheme Shareholders elect to receive the Unlisted Bidco Interest Alternative, fractions of Class B Bidco Interests will not be allotted or issued to such Scheme Shareholders pursuant to the Unlisted Bidco Interest Alternative and entitlements will instead be rounded down to the nearest whole number of Class B Bidco Interests and the balance of such Scheme Shareholders' entitlement to consideration for their Scheme Shares shall be paid in cash.

The Class B Bidco Interests will be unlisted and will represent a minority investment in a Cayman Islands exempted limited partnership controlled by affiliates of Further Global. They will not be admitted to trading on any stock exchange, certain restrictions will be placed on their transfer and they will therefore be illiquid. Any assessment of the value of Class B Bidco Interests should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount. The Class B Bidco Interests will also be subject to certain obligations, including transfer restrictions and drag-along and tag-along rights. Affiliates of Further Global may in their absolute discretion elect to invest an additional $10 million of capital into Bidco (in return for Class A Bidco Interests) on or shortly after the receipt of all required regulatory approvals and the Scheme becoming Effective. In the event that such an investment is made, holders of Class B Bidco Interests will be contacted following the Scheme becoming effective and will be invited to exercise certain catch-up rights (see Appendix III for further details) to enable their ownership percentage of the Bidco Interests immediately prior to such investment to remain the same immediately after the exercise of such catch-up rights. In the event that a holder of Class B Bidco Interests elects not to exercise such catch-up rights in full, such holder's Class B Bidco Interests will be diluted accordingly.

The Scheme Shares to which the Offer relates will be acquired by Bidco pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.

3. Background to and reasons for the Offer

Bidco believes that GBGI represents a strong longstanding franchise in the international benefits insurance space with significant growth potential in its target markets. Bidco believes it can help the management team capitalise on this growth opportunity by investing into GBGI's business and through a high degree of operational engagement.

Bidco's strategic rationale for GBGI's business is to pursue organic and potentially acquisitive growth strategies as well as making long-term capital investment into the business.

As a financial services specialist private equity investor, Further Global believes it is ideally placed to bring relevant relationships and operational expertise, as well as capital, to GBGI, in order to support a strategy to create long term value. Further Global believes that the next stage of GBGI's development would be best achieved in private ownership enabling GBGI to prioritise its strategic development and growth over the demands of a public listing.

4. Recommendation

The GBGI Directors, who have been so advised by Canaccord Genuity Limited as to the financial terms of the Offer, consider the Cash Consideration to be fair and reasonable. In providing advice to the GBGI Directors, Canaccord Genuity Limited has taken into account the commercial assessments of the GBGI Directors. Canaccord Genuity Limited is providing independent financial advice to the GBGI Directors for the purposes of Rule 3 of the Code.

Accordingly, the GBGI Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and GBGI Shareholders vote in favour of the resolutions to be proposed at the General Meeting as the GBGI Directors who hold Scheme Shares (being William (Bill) Ward, Andy Thorburn and David Gibson) have irrevocably undertaken to do in respect of their own beneficial holdings, amounting in aggregate to 27,367,128 Scheme Shares and representing approximately 31.47 per cent. of the issued share capital of GBGI (representing approximately 31.47 per cent. of the Scheme Shares eligible to vote at the Court Meeting and approximately 31.47 per cent. of the GBGI Shares eligible to vote at the General Meeting) as at 2 November 2018 (being the latest practicable date prior to publication of this Announcement).

· In considering the Unlisted Bidco Interest Alternative, the GBGI Directors and Canaccord Genuity Limited considered that, whilst the value of the Unlisted Bidco Interest Alternative may appreciate there can be no certainty of this happening and the following issues (as set out in more detail in paragraph 15 and Appendix III) were key factors:-

· The Class B Bidco Interests will be unlike GBGI Shares; Bidco Interests will not be listed or traded on AIM or any other regulated exchange or market;

· Bidco will not be subject to the AIM Rules, the Code or the UK Corporate Governance Code or any similar rules or regulations applying to companies with securities admitted to or traded on a regulated market or exchange;

· Class B Bidco Interests are subject to restrictions on transfer which may reduce the likelihood of a third party offering to purchase Class B Bidco Interests and therefore holders of Class B Bidco Interests may not be able to recover the current value of their original investment or readily to crystallise any increase in the value of their investment;

· the Enlarged Group will be controlled by Further Global;

· further issues of Bidco Interests may be necessary and may have a dilutive effect on Scheme Shareholders who elect to become holders of Class B Bidco Interests;

· Class B Bidco Interests are subject to drag-along rights and Scheme Shareholders who elect to become holders of Class B Bidco Interests may therefore be required to sell their Class B Bidco Interests at any time at a price that is not negotiated by them. Any proceeds payable to holders of Class B Bidco Interests in connection with any such disposal may also be subject to retention; and

· no dividends or other distributions are currently contemplated in respect of the Bidco Interests.

For the reasons set out above, the GBGI Directors, who have been so advised by Canaccord Genuity Limited as to the financial terms of the Offer, recommend that Scheme Shareholders do not elect for the Unlisted Bidco Interest Alternative.

Before deciding whether to elect for the Unlisted Bidco Interest Alternative, Scheme Shareholders should ensure they are fully cognisant of, and are prepared to accept, the risks and other investment considerations as set out in paragraph 15 and Appendix III of this announcement and are therefore strongly recommended to seek their own independent financial, tax and legal advice, appropriate to their own financial circumstances and investment objectives, and have taken independent advice, appropriate to their own financial circumstances and investment objectives.

5. Background to and reasons for the Recommendation

The GBGI Directors, who have been so advised by Canaccord Genuity Limited as to the financial terms of the Offer, consider the Cash Consideration to be fair and reasonable. In providing advice to the GBGI Directors, Canaccord Genuity Limited has taken into account the commercial assessments of the GBGI Directors.

Canaccord Genuity Limited considers the terms of the Executive Director Management Arrangements to be fair and reasonable so far as the GBGI Shareholders are concerned. The Executive Director Management Arrangements are subject to the approval of GBGI Shareholders as a matter of Guernsey company law.

GBGI is a leading integrated provider of international benefits insurance, operating globally across over 120 jurisdictions. The GBGI Group distributes and underwrites health, life and disability, and travel insurance, with a client base that spans multinational corporations, expatriates, local high net worth individuals, international schools, non-profit organisations and international students. GBGI is a fully integrated insurance group providing services from policy sales to claims administration and servicing.

GBGI was admitted to trading on AIM in February 2017, and whilst the Group has reported annual gross written premium of over $190 million and increased its underwriting retention to grow net written premium by approximately 15.3 per cent. to $104.5 million as at 31 December 2017, the growth in underlying net income and underlying EPS has been modest.

Since IPO, the GBGI Group has also faced a number of challenges, including the reorganisation of its activities in the Angolan market announced on 19 March 2018 which resulted in a reduction in annual gross written premium of approximately $20 million and a one-off impairment of $12.3 million being taken against related receivables. Following the developments in Angola and the potential impact on the GBGI Group's solvency position, the Board revised the GBGI Group's dividend policy, announced with its full year results on 23 April 2018. GBGI's revised dividend policy materially reduced expected distributions with the objectives of: conserving the strength of GBGI Insurance Limited's solvency capital position; the need for GBGI Insurance Limited to maintain its insurer Financial Strength Rating with A.M. Best; and to ensure growth opportunities could be self-funded.

Nonetheless, A.M. Best revised the outlook to negative from stable for the Financial Strength Rating and Long-Term Issuer Credit Rating of GBGI Insurance Limited on 31 August 2018.

Since IPO, changes have been made to the US taxation regime which mean that holding ordinary shares in GBGI has been less attractive to US based investors. The GBGI Directors believe that these changes are likely to make it more difficult to raise additional equity funding from US based investors.

Whilst the GBGI Directors believe that there is potential for future growth in equity value for GBGI Shareholders from this time, they recognise the benefits to GBGI being majority owned by Further Global, whose principals have experience of, and a relevant network in, the insurance industry. Private ownership will provide GBGI with enhanced financial and operational flexibility, together with savings relating to the costs which come from being a public company. The Cash Consideration provides Scheme Shareholders with the opportunity to immediately and fully crystallise the value of their holdings in cash at a substantial premium to GBGI's current share price, without the investment and execution risk associated with the implementation of GBGI's strategy.

Based on these factors, the relative lack of liquidity in GBGI Shares and the costs of operating as a listed company as a proportion of its earnings, the GBGI Directors believe the future development of the Group can be best effected under the control of a single private entity, with access to substantial funding.

As part of their evaluation of the attractiveness of the Offer, the GBGI Directors recognise GBGI's ownership structure and the irrevocable undertakings to vote in favour of the Scheme provided by holders representing approximately 88.96 per cent. of the existing issued share capital of GBGI (being Andy Thorburn, Bison Capital, Finbar, David Gibson, Robert Sass and Ed Zutler).

As such, the GBGI Directors unanimously recommend the Cash Consideration to Shareholders and that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and GBGI Shareholders vote in favour of the resolutions to be proposed at the General Meeting, as the GBGI Directors who hold Scheme Shares (being Andy Thorburn, David Gibson and William (Bill) Ward) have irrevocably undertaken to do so in respect of their own beneficial holdings amounting in aggregate to 27,367,128 Scheme Shares and representing approximately 31.47 per cent. of the issued share capital of GBGI.

In making their recommendation, the GBGI Directors have taken into consideration the intentions of Further Global in respect of GBGI, as set out in paragraph 3 above.

The GBGI Directors, who have been so advised by Canaccord Genuity Limited, consider that the value of the Unlisted Bidco Interest Alternative consideration, comprising up to 17,392,839 Class B Bidco Interests, is likely to be difficult to determine, subject to significant uncertainty, and may be less than $1.515 per Scheme Share and, whilst the value of the Class B Bidco Interests may appreciate there can be no certainty of this happening. This is particularly the case where a Scheme Shareholder does not have a significant holding of GBGI Shares.

Scheme Shareholders should also note that, as minority investors in a Cayman Islands exempted limited partnership, which is not a listed company, they will not be afforded the same level of protection or disclosure as was afforded to them whilst GBGI was a listed company, subject to the AIM Rules and to the Takeover Code and the jurisdiction of the Panel. The Enlarged Group will be controlled by Further Global.

Scheme Shareholders that elect to receive the Unlisted Bidco Interest Alternative will have no control over liquidity and no certainty over the timing of future liquidity. No dividends or other distributions are currently contemplated in respect of Class B Bidco Interests.

Therefore, the GBGI Directors, who have been so advised by Canaccord Genuity Limited, are unable to state that they believe that the terms of the Unlisted Bidco Interest Alternative are fair and reasonable and recommend that Scheme Shareholders do not elect for the Unlisted Bidco Interest Alternative. In providing advice to the GBGI Directors, Canaccord Genuity Limited has taken into account the commercial assessment of the GBGI Directors.

Under Rule 24.11 of the Code, Perella Weinberg Partners UK LLP will provide an independent estimate of the value of the Unlisted Bidco Interest Alternative, together with the assumptions forming the basis of its estimate of value, in a letter to be included in the Scheme Document. The GBGI Directors will review the valuation and reserve the right to update their recommendation if deemed appropriate to do so.

Before deciding whether to elect for the Unlisted Bidco Interest Alternative, Scheme Shareholders should ensure they are fully cognisant of, and are prepared to accept, the risks and other investment considerations as set out in paragraph 15 and Appendix III of this Announcement and Scheme Shareholders are therefore strongly recommended to seek their own independent financial, tax and legal advice, appropriate to their own financial circumstances, investment objectives and jurisdiction of domicile.

6. Irrevocable undertakings

Bidco has received irrevocable undertakings from each of the GBGI Directors who hold Scheme Shares (being Andy Thorburn, David Gibson and William (Bill) Ward) to vote in favour of the Scheme at the Court Meeting and who hold GBGI Shares to vote in favour of the resolutions to be proposed at the General Meeting, in respect of a total of 27,367,128 Scheme Shares, representing approximately 31.47 per cent. of the share capital of GBGI in issue (representing approximately 31.47 per cent. of the Scheme Shares eligible to vote at the Court Meeting and approximately 31.47 per cent. of the GBGI Shares eligible to vote at the General Meeting) as at 2 November 2018 (being the latest practicable date prior to publication of this Announcement). These irrevocable undertakings remain binding in the event of a competing offer. Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in Appendix IV to this Announcement.

Bidco has also received irrevocable undertakings from Bison Capital, Finbar, Robert Sass and Ed Zutler, holding, in aggregate, 49,994,450 Scheme Shares representing approximately 57.49 per cent. of the existing issued share capital of GBGI (representing approximately 57.49 per cent. of the Scheme Shares eligible to vote at the Court Meeting and approximately 57.49 per cent. of the GBGI Shares eligible to vote at the General Meeting) as at 2 November 2018 (being the latest practicable date prior to publication of this Announcement) to vote in favour of the Scheme at the Court Meeting and the General Meeting and to vote against any third party transaction or scheme whether at the Court Meeting and the General Meeting or such other court meetings or general meetings as may be convened to consider and approve such transaction or scheme prior to the Scheme lapsing or being withdrawn. These irrevocable undertakings remain binding in the event of a competing offer. Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in Appendix IV to this Announcement.

Therefore, Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and General Meeting with respect to, in aggregate, 77,361,578 Scheme Shares representing approximately 88.96 per cent. of the existing issued share capital of GBGI (representing approximately 88.96 per cent. of the Scheme Shares eligible to vote at the Court Meeting and approximately 88.96 per cent. of the GBGI Shares eligible to vote at the General Meeting) as at 2 November 2018 (being the latest practicable date prior to publication of this Announcement).

The irrevocable undertakings entered into by each of Andy Thorburn, William (Bill) Ward, Bison Capital, Robert Sass and Ed Zutler include an undertaking to opt for the Cash Consideration.

The irrevocable undertaking given by David Gibson includes an option to elect for the Unlisted Bidco Interest Alternative or to receive Cash Consideration in respect of the GBGI Shares held by David Gibson, such decision to be made within 15 Business Days of the date of this announcement.

The irrevocable undertaking given by Finbar includes an option to elect for the Unlisted Bidco Interest Alternative or to receive Cash Consideration in respect of the GBGI Shares held by Finbar, such decision to be made within 5 Business Days of the date of despatch of the Scheme Document.

Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in Appendix IV to this Announcement.

7. Information on Further Global and Bidco

Founded in 2017, Further Global is an employee owned private equity firm that makes investments in businesses within the financial services industry. They have offices in New York and Toronto with broad support from a network of senior advisors and operating partners.

Bidco is an exempted limited partnership newly formed under the laws of the Cayman Islands, and is controlled by funds managed by affiliates of Further Global formed for the purpose of implementing the Proposed Acquisition. Bidco has not traded since its date of incorporation, nor has it entered into any obligation other than in connection with the Proposed Acquisition.

8. Information on GBGI

GBGI is a leading integrated provider of international benefits insurance, operating globally across over 120 jurisdictions. Trading principally as "The GBGI Group" or "GBGI", the GBGI Group distributes and underwrites health, life and disability, and travel insurance, with a client base that spans multinational corporations, expatriates, local high net worth individuals, international schools, non-profit organisations and international students. GBGI is a fully integrated insurance group providing services from policy sales to claims administration and servicing and is committed to delivering high levels of customer service.

GBGI is listed on AIM and is a non-cellular company incorporated under the laws of Guernsey with its registered office in Guernsey. GBGI is not regulated by the GFSC however two of its wholly owned subsidiaries within the GBGI Group are each licensed under the Guernsey IB Law and regulated by the GFSC to carry on "international long term business" and "international general business" respectively.

9. Directors, management, employees, pensions, research and development and locations

Christopher DiSipio has today been appointed as president of Global Benefits Group, Inc, and following the Scheme becoming Effective (and subject to obtaining all applicable regulatory consents and approvals), Mr DiSipio will become Chief Executive Officer of GBGI. Mr. DiSipio is an industry veteran with over 30 years' insurance and reinsurance experience. Until April 2018 he served as President and CEO of AXIS Accident & Health, a leading global specialty insurer and reinsurer.

It is expected that the non-executive GBGI Directors will resign from the GBGI Board upon the Scheme becoming Effective and with effect from the Effective Date.

Bidco intends to carry out a review of the GBGI Group's management structure and operations following the Scheme becoming Effective and may make certain alterations to the GBGI Group's management structure to ensure the success of Enlarged Group. Whilst such review is not expected to result in material alterations to the GBGI Group's headcount or in material changes to the conditions of employment or in the balance of skills and functions of the employees and management of GBGI, cancellation of the listing of the GBGI Shares will reduce the requirement for certain administrative functions associated with the public listing of GBGI and therefore may result in changes to the conditions of employment or skill and functions of certain GBGI employees and certain headcount reductions may take place (subject to applicable law and consultation requirements).

Bidco confirms that, following the Scheme becoming Effective, the existing contractual and statutory employment rights, including in relation to pensions, of all GBGI management and employees will be fully safeguarded in accordance with applicable law. Bidco does not intend to make any changes with regard to employer contributions into GBGI's existing pension schemes or the accrual of benefits to existing members or the admission of new members to such pension schemes.

It is the intention to put in place appropriate incentive arrangements for management of GBGI following completion of the Offer.

Following the Offer, Bidco does not intend to make any material changes in the location of GBGI's operations and places of business or its headquarters and headquarters functions. In addition, no changes are expected with respect to the redeployment of GBGI's fixed asset base or the research and development functions of GBGI.

In considering the recommendation of the Offer to Scheme Shareholders, the GBGI Directors have given due consideration to Bidco's intentions for the business, management, employees and locations of business of GBGI.

In connection with the Acquisition, GBGI intends to pay certain change of control bonuses to Bob Dubrish, Eric Dickelman and certain other managers and employees of GBGI in order to reschedule or put in place certain contractual bonus payments and to clarify certain provisions of the service contracts of some managers in respect of restrictive covenants and other provisions (the "Management Arrangements").

The Management Arrangements will mean the following change of control bonus payments: Bob Dubrish is to receive up to $1,000,000 and Eric Dickelman is to receive $500,000 payable on or following the Effective Date; payments of an aggregate amount of up to $991,090 to other managers and employees on the Effective Date; and payments of an aggregate amount of up to $491,090 to be payable to other managers and employees at the end of the calendar year following the Effective Date.

The implementation of the contractual bonus payments part of the Management Arrangements in respect of Bob Dubrish and Eric Dickelman (the "Executive Director Management Arrangements") is dependent on a majority of the GBGI Shareholders voting in favour of the Executive Director Management Arrangements Resolution at the General Meeting.

Canaccord Genuity Limited considers the terms of the Executive Director Management Arrangements described above to be fair and reasonable so far as the GBGI Shareholders are concerned. The Executive Director Management Arrangements are subject to the approval of GBGI Shareholders as a matter of Guernsey company law.

10. GBGI Share Plans

The exercise price of awards under the GBGI Share Plans is below the per share Cash Consideration being offered by Bidco. Accordingly, the Panel has agreed that no offer to holders of awards under the GBGI Share Plans is required and, accordingly, all awards under the GBGI Share Plans will be cancelled on the Effective Date in accordance with the terms of the GBGI Share Plans

11. Financing

The cash consideration payable by Bidco pursuant to the Offer will be funded from equity financing drawn down from Further Global Capital Partners, L.P. and Further Global Capital Partners-A, L.P. In connection with their equity financing of Bidco, Further Global Capital Partners, L.P. and Further Global Capital Partners-A, L.P. have each entered into the Equity Commitment Letter.

Perella Weinberg Partners UK LLP, financial advisers to Bidco and Further Global, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Scheme Shareholders under the terms of the Offer.

12. Offer-related Arrangements

Confidentiality Agreement

Further Global and GBGI entered into a confidentiality agreement on 27 July 2018 (the "Confidentiality Agreement") pursuant to which Further Global has undertaken to keep, and to procure that certain of its representatives keep, confidential information relating to GBGI and/or to the Offer, to use such information solely for the agreed purposes in relation to the Offer and not to disclose it to third parties (with certain exceptions). These confidentiality obligations will remain in force until 27 July 2019 (or, if earlier, the consummation of the Acquisition).

Co-operation Agreement

Pursuant to the Co-operation Agreement, Bidco and GBGI have, amongst other things, each agreed to co-operate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Offer. In addition, Bidco has agreed to certain provisions if the Scheme should switch to a Takeover Offer. The Co-operation Agreement will terminate in certain circumstances, including if the Offer is withdrawn or lapses, if prior to the Long Stop Date any Condition becomes incapable of satisfaction, if the Directors of GBGI withdraw or modify their recommendation of the Offer or if the Scheme does not become Effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and GBGI.

13. Structure of the Offer

It is intended that the Offer will be effected by means of a Court-approved scheme of arrangement between GBGI and Scheme Shareholders under Part VIII of the Guernsey Companies Law. Bidco reserves the right to elect to implement the Offer by way of a Takeover Offer (with the consent of the Panel and, where required by the terms of the Co-operation Agreement, the consent of GBGI).

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of GBGI.

Under the Scheme, the Scheme Shares will be transferred to Bidco in consideration for which the Scheme Shareholders will receive consideration on the basis set out in paragraph 2 of this Announcement.

The Offer will be put to Scheme Shareholders at the Court Meeting and to GBGI Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, at the General Meeting to implement the Scheme a special resolution to approve the adoption of the Amended GBGI Articles must be passed by GBGI Shareholders representing at least 75 per cent. of the votes validly cast on that resolution. The General Meeting will be held immediately after the Court Meeting.

The Scheme will also be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become Effective once the Court Order is granted. Upon the Scheme becoming Effective, it will be binding on all GBGI Shareholders, whether or not they attended or voted at the Meetings. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective in the first quarter of 2019.

The Offer will lapse if the Scheme does not become Effective by the Long Stop Date.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be dispatched to Scheme Shareholders as soon as practicable and, in any event, within 28 days of the date of this Announcement.

14. Conditions

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

15. Information on the Unlisted Bidco Interest Alternative

The consideration under the Unlisted Bidco Interest Alternative will comprise Class B Bidco Interests.

Pursuant to Rule 24.11 of the Code, Perella Weinberg Partners UK LLP will provide an independent estimate of value of the Unlisted Bidco Interest Alternative, together with the assumptions forming the basis of its estimate of value, in a letter to be included in the Scheme Document.

The issue of any Class B Bidco Interests pursuant to the Unlisted Bidco Interest Alternative will be conditional upon the Offer becoming Effective. Full details of the Unlisted Bidco Interest Alternative will be contained in the Scheme Document. The Unlisted Bidco Interest Alternative is not being offered to persons located in Restricted Jurisdictions.

The Class B Bidco Interests will rank pari passu in all economic respects with the Bidco Interests held by affiliates of Further Global, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the date of this Announcement.

The Unlisted Bidco Interest Alternative is limited to the issue of Class B Bidco Interests in respect of 17,392,839 GBGI Shares representing approximately 20 per cent. of GBGI's issued share capital.

The maximum number of Class B Bidco Interests that can be issued pursuant to the Offer will be 17,392,839. To the extent that elections for Class B Bidco Interests under the Unlisted Bidco Interest Alternative cannot be satisfied in full due to such limitation, they will be scaled down as nearly as reasonably practicable pro rata to the size of such elections, and the balance of such Scheme Shareholders' entitlements to consideration for their Scheme Shares shall be paid in cash.

To the extent that the Unlisted Bidco Interest Alternative is elected by the Scheme Shareholders for all such 17,392,839 GBGI Shares, the number of Class B Bidco Interests issued would represent approximately 20 per cent. of the Bidco Interests (subject to any dilution which may arise due to additional capital provided for the payment of transaction fees and expenses, and/or in connection with the potential investment into Bidco of up to $10 million of capital by affiliates of Further Global which may be made on or shortly after the receipt of all required regulatory approvals and the Scheme becoming Effective). With respect to Bidco Interests issued to affiliates of Further Global in respect of such $10 million investment of capital (to the extent such investment is made), the holders of Class B Bidco Interests shall have the right to exercise their pro-rata catch-up rights to prevent the dilution arising therefrom, further details of which are set out below.

No application has been or will be made for the Bidco Interests to be admitted to listing or trading on any stock exchange. Bidco has no other shares admitted to listing or trading on any stock exchange.

The attention of Scheme Shareholders, who may be considering electing for the Unlisted Bidco Interest Alternative, is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document and, include, inter alia, the following:

· unlike GBGI Shares, Bidco Interests will not be listed or traded on AIM or any other regulated exchange or market;

· Bidco will not be subject to the AIM Rules, the Code or the UK Corporate Governance Code or any similar rules or regulations applying to companies with securities admitted to or traded on a regulated market or exchange;

· Class B Bidco Interests are subject to restrictions on transfer which may reduce the likelihood of a third party offering to purchase Class B Bidco Interests and therefore holders of Class B Bidco Interests may not be able to recover the current value of their original investment or readily to crystallise any increase in the value of their investment

· the Enlarged Group will be controlled by Further Global;

· further issues of Bidco Interests may be necessary and may have a dilutive effect on Scheme Shareholders who elect to become holders of Class B Bidco Interests;

· Class B Bidco Interests are subject to drag-along rights and Scheme Shareholders who elect to become holders of Class B Bidco Interests may therefore be required to sell their Class B Bidco Interests at any time at a price that is not negotiated by them. Any proceeds payable to holders of Class B Bidco Interests in connection with any such disposal may also be subject to retention; and

· no dividends or other distributions are currently contemplated in respect of the Bidco Interests.

Details of the material rights and restrictions relating to the Bidco Interests are set out at Appendix III. Further details and a valuation of the Class B Bidco Interests will be contained in the Scheme Document.

16. De-listing and re-registration

Prior to the Scheme becoming Effective, GBGI will make an application to the London Stock Exchange for the cancellation of the admission to trading of GBGI Shares on AIM, to take effect from or shortly after the Effective Date. The last day of dealings in, and registration of transfers of, GBGI Shares (other than the registration of the transfer of the Scheme Shares to Bidco pursuant to the Scheme) on AIM is expected to be the Business Day prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of GBGI Shares will cease to be valid and should be destroyed. In addition, entitlements to GBGI Shares held within the CREST system will be cancelled.

17. Disclosure of interests in GBGI Shares

Save in respect of the irrevocable undertakings referred to in paragraph 6 above, as at the close of business on 2 November 2018 (being the latest practicable date prior to the date of this Announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with it (i) has any interest in or right to subscribe for any relevant securities of GBGI, or (ii) has any short positions in respect of relevant securities of GBGI (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, or (iii) has borrowed or lent any relevant securities of GBGI (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code.

18. Dividends

If any dividend is paid or becomes payable in respect of GBGI Shares on or after the date of this Announcement and prior to the Offer becoming Effective, Bidco has the right to reduce the Offer Price by an amount up to the aggregate amount of such dividend or distribution (excluding any associated tax credit).

19. Restrictive Covenant Agreements

Each of Andy Thorburn, Robert Sass and Ed Zutler has entered into restrictive covenant agreements with Bidco. These agreements include: (i) undertakings for a period of four years from the Effective Date not to compete with the business of the Group or solicit any senior employees of the Group; (ii) a release of claims against the Group; and (iii) an undertaking not to disparage the Group.

20. General

Bidco reserves the right, subject to the prior consent of the Panel and, where required by the terms of the Co-operation Agreement, the consent of GBGI, to elect to implement the Offer by way of a Takeover Offer for the entire issued and to be issued share capital of GBGI not already held by Bidco, as an alternative to the Scheme. In such an event, such offer will be implemented on the same terms (subject to appropriate amendments as described in Part B of Appendix I), so far as applicable, as those which would apply to the Scheme.

If the Offer is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Part XVIII of the Guernsey Companies Law to acquire compulsorily the remaining GBGI Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase GBGI Shares otherwise than under any Takeover Offer or scheme of arrangement relating to the Offer, such as in open market or privately negotiated purchases.

This Announcement does not constitute a prospectus or prospectus equivalent document. This Announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

Perella Weinberg Partners UK LLP and Canaccord Genuity Limited have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their respective names, in each case, in the form and context in which they appear.

21. Documents available on website

Copies of the following documents will be made available on both GBGI's website at https://www.gbg.com/#/AboutGBG/Investors and Bidco's website at www.furtherglobal.com/Offer until the end of the Offer Period:

·  the irrevocable undertakings referred to in paragraph 6 above;

·  the Confidentiality Agreement;

· the Co-operation Agreement;

·  documents relating to the financing of the Scheme referred to in paragraph 11 above;

· the restrictive covenant agreements referred to in paragraph 19 above; and

·  a copy of this Announcement.

The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. Certain terms used in this Announcement are defined in Appendix V to this Announcement.

Enquiries:

Dechert LLP and Mourant Ozannes are providing legal advice to Further Global and Bidco. Allen & Overy LLP and Appleby (Guernsey) LLP are providing legal advice to GBGI.

Important notices

Perella Weinberg Partners UK LLP which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting as financial adviser to Bidco and Further Global and for no one else in connection with the Offer and for no one else in connection with the Offer and will not be responsible to anyone other than Bidco and Further Global for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Canaccord Genuity Limited which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to GBGI and for no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to anyone other than GBGI for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Proposed Acquisition.

This Announcement has been prepared for the purpose of complying with English law, Guernsey law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Guernsey.

GBGI will prepare the Scheme Document to be distributed to Scheme Shareholders at no cost to them. GBGI and Further Global urge Scheme Shareholders to read the Scheme Document in full when it becomes available because it will contain important information relating to the Offer. Any vote in respect of the Scheme or other responses in relation to the Offer should be made only on the basis of the information in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer relates to shares of a Guernsey incorporated company and is proposed to be effected by means of a scheme of arrangement under Part VIII of the Guernsey Companies Law. The Offer, proposed to be implemented by way of a scheme of arrangement, is not subject to the proxy solicitation rules nor the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in Guernsey to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Offer by means of a Takeover Offer and determines to extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance with all applicable United States laws and regulations. Such a Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Further Global, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in GBGI outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

The Class B Bidco Interests to be issued pursuant to the Offer have not been registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act. The Class B Bidco Interests to be issued pursuant to the Offer will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the US Securities Act. If, in the future, Bidco exercises its right to implement the Offer by way of a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, it may be required to file a registration statement with the US Securities and Exchange Commission (the "SEC") that will contain a prospectus with respect to the issuance of Class B Bidco Interests. In this event, Scheme Shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to Bidco's contact for enquiries identified above.

None of the securities referred to in this Announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

GBGI is incorporated under the laws of Guernsey. In addition, some of its officers and directors reside outside the United States, and some or all of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against GBGI or its officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue GBGI or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

GBGI's financial statements, and all financial information that is included in this Announcement, or that may be included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Scheme Shareholders who are not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey should inform themselves of, and observe, any applicable requirements.

The Offer will be subject to the applicable requirements of the Guernsey Companies Law, the Court (as a result of GBGI being incorporated in Guernsey) and the GFSC (as a result of members of the GBGI Group being licensed pursuant to the Guernsey IB Law), together with the applicable requirements of the Code, the Panel, the London Stock Exchange and the Aim Rules.

Forward looking statements

This Announcement contains statements about Bidco and GBGI that are or may be forward looking statements. These statements are based on the current expectations of the management of Bidco and GBGI and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Offer, other than statements of historical facts included in this Announcement, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or GBGI's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or GBGI's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in laws or the enforcement or interpretation thereof, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Bidco, Further Global, and GBGI disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

All subsequent oral or written forward looking statements attributable to Further Global or Bidco or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or profit estimates

No statement in this Announcement is intended as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for GBGI for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for GBGI.

Dealing and Opening Position Disclosure Requirements of the Code

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

In accordance with Rule 2.9 of the Code, GBGI confirms that, at the date of this Announcement, its current issued share capital comprises 86,964,195 ordinary shares of US$1.00 each. GBGI does not currently hold any GBGI Shares in treasury. The International Securities Identification Number for GBGI Shares is GG00BYQFSK24.

Responsibility

The person responsible for arranging the release of this Announcement on behalf of GBGI is William Ward, Chairman of GBGI.

Information relating to GBGI Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by GBGI Shareholders, persons with information rights and other relevant persons for the receipt of communications from GBGI may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GBGI's website at https://www.gbg.com/#/AboutGBG/Investors and on Bidco's website at www.furtherglobal.com/Offer by no later than 12.00 noon on the Business Day following this Announcement.

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

GBGI Shareholders may request a hard copy of this Announcement by contacting Miss K Jolly at BWCI Trust Company Limited on +44 (0)1481 728 432 with an address to which the hard copy may be sent. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Not for release, publication or distribution, in whole or in part, in, into or from any Restricted Jurisdiction.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer will comply with applicable rules and regulations of the London Stock Exchange and the Code, will be governed by Guernsey law and will be subject to the jurisdiction of the Courts. In addition, the Offer will be subject to the following conditions and to the terms and conditions set out in the Scheme Document:

Part A: Conditions of the Scheme

1 The Offer will be conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by not later than the Long Stop Date or such later date (if any) as Bidco and GBGI may agree and (if required) the Panel and the Court may allow.

2 The Scheme will be subject to the following conditions:

(a) its approval by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) or any adjournment of any such meeting and who represent not less than 75 per cent. in value of the Scheme Shares (or the relevant class or classes thereof, if applicable) voted by those Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of GBGI at the Scheme Voting Record Time;

(b) the resolution required to approve and implement the Scheme and adopt the Amended GBGI Articles being duly passed by the requisite majority of GBGI Shareholders at the General Meeting; and

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to GBGI and Bidco).

In addition, subject as stated in Part B below and to the requirements of the Panel, the Offer will be conditional upon the following Conditions and, accordingly, the sanction of the Scheme by the Court will not be sought and the Court Order(s) will not be delivered to the Guernsey Registry unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and Authorisations

3 Excluding the Conditions set out at 4 to 6 (inclusive) below, all material mandatory notifications, filings, approvals or applications which are necessary in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory and regulatory obligations or approvals in any relevant jurisdiction having been complied with in each case in respect of the Offer and all Authorisations (excluding those covered by the Conditions set out at 4 to 6 (inclusive) below) necessary in any jurisdiction for or in respect of the Offer and, except pursuant to Part XVIII of the Guernsey Companies Law, in respect of the Proposed Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, GBGI by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider GBGI Group has entered into contractual arrangements and, to the extent that the Offer or such acquisitions would result in the termination or withdrawal of an Authorisation, all such Authorisations necessary to carry on the business of any member of the Wider GBGI Group in any jurisdiction which is material in the context of the Wider GBGI Group as a whole having been obtained and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes Effective and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations as a result of the Offer or such acquisitions;

General antitrust and regulatory

4 Insofar as the Offer falls within the scope of Council Regulation (EC) No 139/2004 (the "Regulation"):

(a) the European Commission taking a decision that it does not intend to initiate proceedings under Article 6(1)(c) of the Regulation in relation to the Offer or any matter arising from or relating to the Offer (or being deemed to have done so under Article 10(6) of the Regulation); or

(b) if the European Commission makes a referral under Article 4(4) or 9(1) of the Regulation to the competent national competition authority ("NCA") of any Member State, that NCA taking a decision of equivalent effect to that set out in sub-paragraph 4(a) above;

5 No antitrust regulator or Third Party having given notice of a decision to take, institute or implement any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted or made any statute, regulation, decision, order or change to published practice (and, in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in each case to an extent or in a manner which is or would be material in the context of the Wider GBGI Group taken as a whole:

(a) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider GBGI Group of all or any material part of its businesses, assets or property or impose any material 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);

(b) except pursuant to Part XVIII of the Guernsey Companies Law, require any member of the Wider Bidco Group or the Wider GBGI Group to acquire or offer to acquire a material number of any shares, other securities (or the equivalent) or interest in any member of the Wider GBGI Group or any material asset owned by any third party (other than in the implementation of the Offer);

(c) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in GBGI or on the ability of any member of the Wider GBGI Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider GBGI Group;

(d) otherwise materially adversely affect any or all of the business, assets or profits of any member of the Wider GBGI Group;

(e) result in any member of the Wider GBGI Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f) make the Offer, its implementation or the acquisition of any shares or other securities in, or control or management of, GBGI by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise materially prevent or prohibit, restrict, restrain, or delay or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Offer or the acquisition of any shares or other securities in, or control or management of, GBGI by any member of the Wider Bidco Group; or

(g) impose any material limitation on the ability of any member of the Wider Bidco Group or any member of the Wider GBGI Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider GBGI Group.

Regulatory

6 (a) The GFSC notifying Further Global or Bidco and the GBGI Group entities that are licensed under the Guernsey IB Law pursuant to section 25(1) and 11(6) of the Guernsey IB Law respectively, that it has no objection, approves, and/or otherwise consents, to the extent necessary under the Guernsey IB Law, to the change of controllers (as defined in the Guernsey IB Law) of the GBGI Group entities that are licensed under the Guernsey IB Law that would take place as a result of the Proposed Acquisition or its implementation, or provides such notification on terms which are satisfactory to Bidco and without imposing any material conditions, obligations or restrictions on the Wider GBGI Group or the Wider Bidco Group, or the GFSC being deemed to have given such notification under the Guernsey IB Law;

(b) The Authority for the Financial Markets (in Dutch: Autoriteit Financiële Markten, "AFM") approving the new corporate structure, on transparency, and the newly appointed (co-)decision makers of Global Benefits Europe B.V. without imposing any material conditions, obligations or restrictions on the Wider GBGI Group or the Wider Bidco Group; and

(c) The Texas Department of Insurance has approved the change of control of each member of the GBGI Group entity that is licensed as a third party administrator or a producer in the State of Texas without imposing any material conditions, obligations or restrictions on the Wider GBGI Group or the Wider Bidco Group.

Certain matters arising as a result of any arrangement, agreement, etc.

7 Except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider GBGI Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in GBGI, or because of a change in the control or management of any member of the Wider GBGI Group required by the Offer, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider GBGI Group taken as a whole:

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

(b) other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider GBGI Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(c) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider GBGI Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(d) any liability of any member of the Wider GBGI Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(e) the rights, liabilities, obligations, interests or business of any member of the Wider GBGI Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider GBGI Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(f) any member of the Wider GBGI Group ceasing to be able to carry on business under any name under which it presently carries on business;

(g) the value of, or the financial or trading position of, any member of the Wider GBGI Group being prejudiced or adversely affected; or

(h) the creation or acceleration of any liability (actual or contingent) by any member of the Wider GBGI Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider GBGI Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 7 (a) to (h), in each case to the extent material in the context of the Wider GBGI Group taken as a whole;

Certain events occurring since 31 December 2017

8 Except as Disclosed, no member of the Wider GBGI Group having since 31 December 2017:

(a) issued or agreed to issue, or authorised or announced its intention to authorise or propose the issue, of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised the transfer or sale of GBGI Shares out of treasury (except, where relevant, as between GBGI and wholly owned subsidiaries of GBGI or between the wholly owned subsidiaries of GBGI and except for the issue or transfer out of treasury of GBGI Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the GBGI Share Plans);

(b) recommended, declared, paid or made, or agreed to declare, pay or make, any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions, whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of GBGI to GBGI or any of its wholly owned subsidiaries and excluding the interim dividend in respect of the year ended 30 June 2018 of US$.014 per GBGI Share, was paid on 26 October 2018;

(c) other than pursuant to the Offer (and except for transactions between GBGI and its wholly owned subsidiaries or between the wholly owned subsidiaries of GBGI and transactions in the ordinary course of business), implemented, effected, authorised or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider GBGI Group taken as a whole;

(d) (except for transactions between GBGI and its wholly owned subsidiaries or between the wholly owned subsidiaries of GBGI and except for transactions in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so to an extent which is material in the context of the Wider GBGI Group taken as a whole;

(e) (except for transactions between GBGI and its wholly owned subsidiaries or between the wholly owned subsidiaries of GBGI) issued, authorised or announced an intention to authorise or propose the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability (other than trade credit incurred in the ordinary course of business) or incurred or increased any indebtedness which is material in the context of the Wider GBGI Group taken as a whole;

(f) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider GBGI Group which, taken together with any other such material transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider GBGI Group taken as a whole;

(g) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider GBGI Group (except for salary increases, bonuses or variations of terms in the ordinary course);

(h) proposed, agreed to provide or modified the terms of any GBGI Share Option Scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider GBGI Group which is material in the context of the Wider GBGI Group taken as a whole;

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

(j) other than in respect of claims between GBGI and its wholly owned subsidiaries, waived, compromised or settled any claim otherwise than in the ordinary course of business, in each case to an extent which is material in the context of the Wider GBGI Group taken as a whole;

(k) terminated or varied the terms of any agreement or arrangement between any member of the Wider GBGI Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider GBGI Group taken as a whole;

(l) save as required in connection with the adoption of the Amended GBGI Articles, made any material alteration to its memorandum or articles of association or other incorporation documents to an extent which is material in the context of the Offer;

(m) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to the following in a way that is material in the context of the Wider GBGI Group taken as a whole:

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

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

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

(iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to, to an extent which is in any such case material in the context of the Wider GBGI Group;

(n) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider GBGI Group taken as a whole;

(o) (other than in respect of a member of the Wider GBGI Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, which is in any such case material in the context of the Wider GBGI Group taken as a whole;

(p) (except for transactions between GBGI and its wholly owned subsidiaries or between GBGI's wholly owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(q) entered into or implemented any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the Wider GBGI Group other than to a nature and extent which is not material in the context of the Wider GBGI Group taken as a whole; or

(r) other than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 8;

No material adverse change, litigation, regulatory enquiry or similar

9 Except as Disclosed, since 31 December 2017 there having been:

(a) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider GBGI Group which, in each case, is material in the context of the Wider GBGI Group taken as a whole;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider GBGI Group or to which any member of the Wider GBGI Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider GBGI Group, in each case which is or might reasonably be expected to be material in the context of the Wider GBGI Group taken as a whole;

(c) no contingent or other liability having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider GBGI Group to an extent which is material in the context of the Wider GBGI Group taken as a whole; and

(d) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider GBGI Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would or might reasonably be expected to have a material adverse effect on the Wider GBGI Group taken as a whole;

No discovery of certain matters regarding liabilities

10 Except as Disclosed, Bidco not having discovered and, in each case, to an extent which is material in the context of the Wider GBGI Group taken as a whole:

(a) that any financial, business or other information concerning the Wider GBGI Group publicly announced on or prior to the date of this Announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider GBGI Group on or prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent; or

(b) that there is or is reasonably likely to be any material liability (whether actual or contingent) which is material in the context of the Wider GBGI Group taken as a whole; and

Anti-corruption, sanctions and criminal property

11 Except as Disclosed, Bidco not having discovered, in each case to an extent which is material in the Wider GBGI Group taken as a whole:

(a) any past or present member, director, officer or employee of the GBGI Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti‑corruption legislation applicable to the GBGI Group; or (ii) any person that performs or has performed services for or on behalf of the GBGI Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;

(b) any material asset of any member of the Wider GBGI Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(c) any past or present member, director, officer or employee of the GBGI Group has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by applicable US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states; or

(d) a member of the GBGI Group has engaged in any transaction which would cause any member of the Bidco Group to be in breach of any applicable law or regulation upon its acquisition of GBGI, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states.

Part B: Certain further terms of the Offer

1 Subject to the requirements of the Panel, Bidco reserves the right to waive in whole or in part all or any of the above Conditions 3 to 11 (inclusive). Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition. Under Rule 13.5 of the Code, Bidco may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Offer. Conditions 1, 2 and 4 are not subject to this provision of the Code.

2 If Bidco is required by the Panel to make an offer for GBGI Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

3 The Offer will lapse if, insofar as the Offer or any matter arising from or relating to the Scheme or Offer constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a NCA in the United Kingdom under Article 9(1) of the Regulation and/or there is a CMA Phase 2 Reference before the date of the Court Meeting.

4 Bidco will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3 to 11 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer 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.

5 Bidco reserves the right to elect (with the consent of the Panel and, where required by the terms of the Co-operation Agreement, the consent of GBGI) to implement the Offer by way of a Takeover Offer. In such event, the acquisition will be implemented on substantially the same terms subject to appropriate amendments and so far as applicable, as those which would apply to the Scheme.

In the event that the Offer is implemented by way of a Takeover Offer, the GBGI Shares acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any).

6 If, after the date of this Announcement but prior to the Effective Date, any dividend or other distribution is declared, paid or made or payable by GBGI, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke Condition 8(b) above) to reduce the Offer Price by an amount up to the aggregate amount of such dividend or distribution (excluding any associated tax credit).

If any such dividend or distribution occurs, any reference in this Announcement to the Offer Price will be deemed to be a reference to the Offer Price as so reduced. If such reduction occurs, notwithstanding the terms on which the GBGI Shares are expressed to be acquired by Bidco pursuant to the Offer in this Appendix I, the GBGI Shares will be acquired by or on behalf of Bidco pursuant to the Offer fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid or made on or after the Effective Date.

To the extent that such a dividend or distribution has been declared, paid, made or is payable and it is: (i) transferred pursuant to the Offer on a basis which entitles Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, the Offer Price will not be subject to change in accordance with this paragraph.

Any exercise by Bidco of its rights referred to in this paragraph will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Offer.

7 The availability of the Offer to persons not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or Guernsey should inform themselves about and observe any applicable requirements.

8 The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

9 The Offer is governed by the law of Guernsey and is subject to the jurisdiction of the Guernsey courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Offer will be subject to the applicable requirements of the Court, the GFSC, the City Code, the Panel, the London Stock Exchange and the AIM Rules.

10 The issue of any Class B Bidco Interests is conditional upon the Offer becoming Effective.

11 To the extent that Scheme Shareholders elect to receive the Unlisted Bidco Interest Alternative, fractions of Class B Bidco Interests will not be allotted or issued to such Scheme Shareholders pursuant to the Unlisted Bidco Interest Alternative and entitlements will instead be rounded down to the nearest whole number of Class B Bidco Interests.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

i. The value placed by the Offer on the existing issued share capital of GBGI is based on 86,964,195 GBGI Shares in issue on 2 November 2018, being the last dealing day prior to the date of this Announcement.

ii. The value of the Offer on a fully diluted basis has been calculated on the basis of based on 86,964,195 GBGI Shares in issue on 2 November 2018.

iii. All share prices for GBGI are derived from the information published by the London Stock Exchange and, unless otherwise stated, represent Closing Prices on the relevant date(s).

iv. Volume-weighted average prices have been derived from Bloomberg and have been rounded to two decimal places.

v. Unless otherwise stated, the financial information relating to GBGI is extracted or derived (without material adjustment) from the audited consolidated financial statements of GBGI for the financial year ended 31 December 2017 and the unaudited interim results of GBGI for the six month period ended 30 June 2018.

APPENDIX III

DETAILS ON BIDCO AND THE BIDCO INTERESTS

Information on Bidco

Bidco is an exempted limited partnership, formed on 26 October 2018 under the laws of the Cayman Islands for the purpose of implementing the Proposed Acquisition. Bidco has not traded since the date of its incorporation and has not entered into any obligations, other than in connection with the Proposed Acquisition. Bidco is owned and controlled by funds managed by affiliates of Further Global.

More detailed terms of the limited partnership agreement governing the terms on which limited partners will hold interests in Bidco will be included in the Scheme Document.

1. Information on Bidco Interests

Bidco shall issue Class A Bidco Interests (to be held by affiliates of Further Global and their permitted transferees and co-investors (if any)) and Class B Bidco Interests (to be issued to shareholders who elect to receive the Unlisted Securities Alternative).

Class B Bidco Interests shall represent a maximum of 20 per cent. of the total Bidco Interests in issue on completion of the Offer (before giving effect to any equity compensation plan or any additional investments into Bidco (including in respect of transaction-related costs and expenses and the potential US$10 million investment described below)).

As noted in the body of this Announcement, affiliates of Further Global may in their absolute discretion elect to invest an additional $10 million of capital into Bidco at immediately or shortly after the receipt of all required regulatory approvals and the Scheme becoming Effective. In the event that such an investment is made, holders of Class B Bidco Interests will be contacted following the Scheme becoming Effective and will be invited to exercise certain catch-up rights (see 'Issue of Bidco Interests' below) to enable their ownership percentage as of immediately prior to such investment to remain the same immediately after the exercise of such catch-up rights. In the event that a holder of Class B Bidco Interests elects not to exercise such catch-up rights in full, such holder's Class B Bidco Interests will be diluted accordingly.

2. Bidco Interests

The Bidco Interests shall rank equally as regards any distributions, dividends, buy-back of interests, any other capital redemption or other returns of income or capital made by Bidco.

3. Transfer of Bidco Interests

The Class A Bidco Interests shall be freely transferable without requiring the consent of the general partner of Bidco (the "General Partner") or the board of directors of Bidco (the "Bidco Board"). The General Partner will be controlled by affiliates of Further Global.

The Class B Bidco Interests shall not be transferable without the prior written consent of the Bidco Board save that such consent shall not be required for customary affiliate transfers or transfers pursuant to the drag-along and tag-along provisions detailed below.

4. Governance; Board Representation

On completion of the Offer, the General Partner shall delegate its power to conduct the business of Bidco to the Bidco Board, subject to certain limited exceptions.

The General Partner shall, at all times, have the right to appoint, remove and replace all of the members of the Bidco Board (each such appointee being a "Sponsor Director") other than the Qualifying Holder Director (as defined below). For the avoidance of doubt, the General Partner shall, at all times, have the right to appoint, remove and replace a majority of the Bidco Board and to establish and change from time to time the size of the Bidco Board.

A majority in interests of the holders of Class B Bidco Interests who: (i) individually hold in excess of 10 per cent. of the Bidco Interests outstanding immediately after completion of the Offer; and (ii) are not competitors of the Enlarged Group (as determined by the General Partner acting reasonably and in good faith) (each a "Qualifying Holder") shall together have the right to appoint one director to the Bidco Board (the "Qualifying Holder Director").

Any holder of Bidco Interests who ceases to be a Qualifying Holder shall cease to have any rights to appoint, or vote on the appointment of, the Qualifying Holder Director to the Bidco Board.

Unless otherwise determined by the General Partner, the chief executive officer of Enlarged Group shall be entitled to a seat on the Bidco Board.

All members of the Bidco Board shall have equal voting rights. However, decisions of the Bidco Board shall only be approved with the positive vote or consent of a majority of the Bidco Board (which must include at least one Sponsor Director).

Quorum for any proceedings of the Board shall require the presence of a majority of Sponsor Directors.

5. Issue of Bidco Interests

Holders of Class B Bidco Interests will have customary pre-emption rights on any new issuance of equity securities by Bidco to affiliates of Further Global or any other holder of Bidco Interests, exercisable within 45 days of being notified of such issuance.

This pre-emption right will be subject to customary limitations, including, without limitation, in respect of any issuances of equity securities: (i) as a dividend or distribution on outstanding securities; (ii) in connection with or under an IPO; (iii) in consideration for, or in connection with, the acquisition of all or part of another business; (iv) to directors, employees, service providers or consultants pursuant to plans, agreements or arrangements approved from time-to-time by the Bidco Board; (v) as a result of an interest or equity split; (vi) to lenders, financial institutions or lessors in connection with any borrowings or credit arrangements that are approved by the Bidco Board; (vii) in consideration as part of a strategic transaction, the primary purpose of which is not to raise capital or financing; and (viii) pursuant to the exercise or conversion of any warrants, options, convertible securities or other similar rights or instruments that were issued in compliance with the foregoing pre-emptive rights (to the extent applicable).

Subject to the foregoing exceptions, holders of Class Bidco Interests shall also have customary pro rata 'catch-up' rights, exercisable within 45 days of being notified of such issuance, in respect of any issuance of equity securities by Bidco which is carried out on an expedited or accelerated basis (which, as noted above, will include any equity securities issued to affiliates of Further Global in connection with the US$10 million investment into Bidco on or immediately following the Scheme becoming Effective to the extent that this capital injection is made).

6. Reserved matters

The following matters shall not be effected by Bidco without the prior consent of the holders of a majority of the Class B Bidco Interests:

· amendments to the limited partnership agreement of Bidco which materially and adversely affect the economic rights of the holders of the Class B Bidco Interests in a manner which does not similarly affect the economic rights of the holders of the Class A Bidco Interests (subject to customary exceptions, including without limitation amendments effected to authorize or issue new equity securities which are offered to all holders of Bidco Interests pursuant to any applicable pre-emptive rights (subject to customary exceptions, as noted above) and/or the admission or withdrawal of any equity holders); and

· transactions between Bidco and Further Global or its affiliates (subject to customary exceptions, such as, without limitation, transactions that are (i) with any portfolio company of Further Global or any of its affiliates in the ordinary course of business or on arm's-length terms, (ii) fair from a financial point of view, (iii) conducted in accordance with the terms of the limited partnership agreement (e.g., drag-along sales, tag-along sales, and pre-emptive issuances), (iv) in existence as of the date of the limited partnership agreement (including any future extensions, renewals or modifications thereof), (v) approved by a majority of the disinterested directors, (vi) customary indemnification agreements, (vii) employment, vesting, bonus or other incentive or compensation programs or agreements, (viii) on arm's-length terms, (ix) customary indemnification agreements with directors or officers or (x) or involve any other matter contemplated by (including the exercise of rights set forth in) the limited partnership agreement or the transactions contemplated thereby), including without limitation, the reimbursement or payment of the reasonable expenses of the General Partner, Further Global or their respective affiliates

7. Information Rights

To the extent such information is prepared by Bidco in the ordinary course of business, each Qualifying Holder shall be entitled to request by written notice delivered to the Bidco Board the following information, provided that they first agree to keep such information confidential:

· annual financial statements; and

· quarterly financial statements.

8. Liquidity Arrangements

Any future unit, stock, asset sale, IPO, merger or other form of liquidity event relating to the Bidco or the Enlarged Group (a "Liquidity Event") shall occur at the absolute discretion of the General Partner.

All holders of Bidco Interests shall co-operate (and will procure that their Bidco Board appointees co-operate) and take such steps in respect of any proposed Liquidity Event reasonably requested by the General Partner (including any reorganization, restructuring or other corporate (or similar) action required to facilitate such Liquidity Event) and shall refrain from taking any action that would otherwise frustrate such proposed Liquidity Event.

10. Drag-Along and Tag-Along

If affiliates of Further Global intend to transfer any portion of their Class A Bidco Interests, the General Partner may require the holders of Class B Bidco Interests to participate in a drag-along sale by transferring a pro rata portion of their Class B Bidco Interests for an amount equal to a per interest price equal to that received by such affiliates of Further Global in respect of their Class A Bidco Interests.

If affiliates of Further Global desire to transfer all or a portion of their Class A Bidco Interests (other than pursuant to a drag-along, reorganisation, restructuring, Liquidity Event or any transfer among affiliates of Further Global and their LPs, co-investors or affiliated entities), each holder of Class B Bidco Interests shall have the right to participate in such transfer by transferring a pro rata portion of its Class B Bidco Interests for an amount equal to at a per interest price equal to the price paid for the Class A Bidco Interests (provided that, to the extent such purchaser is unwilling to purchase Class B Bidco Interests as part of such transaction, the General Partner shall cause such relevant Class B Bidco Interests that are elected to be sold to be purchased by affiliates of Further Global or another person). In order to ensure liquidity and expedite any proposed sale of the business, affiliates of Further Global may first complete a sale of their Class A Bidco Interests and then comply with applicable tag-along procedures post-sale.

APPENDIX IV

IRREVOCABLE UNDERTAKINGS

Irrevocable Undertakings given by GBGI Directors

These GBGI Directors have given irrevocable undertakings to vote in favour of the Scheme, or, in the event the Proposed Acquisition is effected by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer in accordance with the procedure set out in the relevant Scheme Document containing such Takeover Offer.

These irrevocable undertakings cease to be binding if: (i) where the Offer is to be implemented by way of the Scheme, if the Scheme does not become Effective on or before the Long Stop Date, provided that the reason is not because Bidco has elected to proceed by way of a Takeover Offer, rather than the Scheme; (ii) where the Offer is to be implemented by way of a Takeover Offer, if the relevant Takeover Offer Document is not despatched to GBGI Shareholders on or before the date falling 28 days after the date of the firm announcement of such Offer or such later time as may be agreed by the Panel; (iii) Bidco publicly announces that it no longer intends to make or proceed with the Proposed Acquisition; (iv) if the Offer, whether to be implemented as a Scheme or a Takeover Offer, lapses or is withdrawn and Bidco announces that it does not intend to proceed with the Proposed Acquisition; (v) if the Offer, whether to be implemented as a Scheme or a Takeover Offer, lapses or is withdrawn (which for the avoidance of doubt shall not include any suspension of the timetable applicable to any Scheme) and no new, revised or replacement Scheme or Offer has been announced by Bidco, in accordance with the Code, within 20 Business Days of such lapsing or withdrawal; or (vi) if (x) any other scheme of arrangement under the Guernsey Companies Law in respect of GBGI becomes effective in accordance with its terms; or (y) any other offer made for the entire ordinary share capital of GBGI becomes or is declared wholly unconditional.

Subject to the above, the terms of the irrevocable undertakings from each of the Directors of GBGI will continue to be binding in the event a higher competing offer is made for GBGI.

Additional Irrevocable Undertakings

Bidco has also received irrevocable undertakings from Bison Capital, Finbar, Robert Sass and Ed Zutler, holding, in aggregate, 49,994,450 GBGI Shares representing approximately 57.49 per cent. of the existing issued share capital of GBGI (representing approximately 57.49 per cent. of the Scheme Shares eligible to vote at the Court Meeting and approximately 57.49 per cent. of the GBGI Shares eligible to vote at the General Meeting) as at 2 November 2018 (being the latest practicable date prior to publication of this Announcement) to vote in favour of the Scheme and to vote down any third party scheme at the Court Meeting and the General Meeting. Details are set out below:-

The irrevocable undertakings given by each of Andy Thorburn, William (Bill) Ward, Bison Capital, Robert Sass and Ed Zutler include an undertaking to opt for the Cash Consideration.

The irrevocable undertaking given by David Gibson includes an option to elect for the Unlisted Bidco Interest Alternative or to receive Cash Consideration in respect of the GBGI Shares held by David Gibson, such decision to be made within 15 Business Days of the date of this announcement.

The irrevocable undertaking given by Finbar includes an option to elect for the Unlisted Bidco Interest Alternative or to receive Cash Consideration in respect of the GBGI Shares held by Finbar, such decision to be made within 5 Business Days of the date of despatch of the Scheme Document.

The GBGI Shareholder irrevocable undertakings include certain obligations to assist Bidco in obtaining regulatory and other consents required to effect the Scheme and undertakings not to make an election to receive the Offer Price in pounds Sterling.

These irrevocable undertakings cease to be binding in the same circumstances as the irrevocable undertaking given by the GBGI Directors.

APPENDIX V

DEFINITIONS

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

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the UK Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "$", "US$" and "USD" are to the lawful currency of the United States.

All the times referred to in this Announcement are London times unless otherwise stated. References to the singular include the plural and vice versa.