Tawa PLC Demerger of Risk Carrier Business -7-

                           is owned by Tawa, but which have 
                           transferred certain economic rights 
                           to a member of the TAL Group; 
 "Risk Carrier             the business of managing insurance 
  Business"                 companies in run-off and investments 
                            in broking and general agency 
                            businesses as carried on by the 
                            Transferring Companies and the 
                            Existing TAL Subsidiaries; 
 "run-off"                an insurer or reinsurer is in 
                           run-off when it stops issuing 
                           new policies and continues to 
                           adjust and pay claims under previously 
                           issued policies; 
 "Services Business"      the business of underwriting as 
                           agent, claims management, agency 
                           management, systems development, 
                           consulting services and systems 
                           start-up to the (re)insurance 
                           industry as carried on by the 
                           CHIME Group, Amberley Alternatives 
                           Assets Ltd, Asta Capital Limited, 
                           Pro Insurance Solutions Ltd, Pro 
                           IS, Inc, Participant Run-Off (Pro) 
                           Iberica LSU, Stripe Global Services 
                           Ltd and each of their respective 
                           subsidiaries; 
 "Shareholders"           holders of Tawa Existing Ordinary 
                           Shares and Tawa Ordinary Shares 
                           from time to time; 
 "Share Exchange          the arrangement to be offered 
  Offer"                   by FinP whereby some or all of 
                           the TAL Ordinary Shares held by 
                           Qualifying TAL Shareholders can 
                           be exchanged for Tawa Ordinary 
                           Shares held by FinP; 
 "Share Register"         the register of members of the 
                           Company; 
 "Shoot Out"              A provision in the Asta Shareholders 
                           Agreement 
 "Sterling" "GBP"         United Kingdom pounds and pence 
  "p" or "pence"           sterling, respectively, the lawful 
                           currency of the United Kingdom; 
 "subsidiary"             has the meaning given in section 
                           1159 of the Act; 
 "Takeover Code"          the City Code on Takeovers and 
                           Mergers; 
 "TAL"                    Tawa Associates Limited, a company 
                           incorporated in England and Wales 
                           with registered number 04200683; 
 "TAL Articles"           the articles of association of 
                           TAL adopted conditional upon the 
                           Demerger becoming effective; 
 "TAL Board"              the board of directors of TAL 
                           from time to time; 
 "TAL Group"              from the Demerger Effective Date, 
                           TAL, the Existing TAL Subsidiaries 
                           and, assuming the Reorganisation 
                           completes in full, the Transferring 
                           Companies; 
 "TAL Ordinary            ordinary shares in the capital 
  Shares"                  of TAL; 
 "TAL Shareholders"       holders of TAL Ordinary Shares 
                           from time to time; 
 "Tawa" or "Company"      Tawa plc, a company incorporated 
                           in England and Wales with registered 
                           number 04200676 
 "Tawa Existing           ordinary shares of 10 pence each 
  Ordinary Shares"         in the capital of Tawa; 
 "Tawa Ordinary           the ordinary shares of 2 pence 
  Shares"                  each in the capital of the Tawa 
                           resulting from the Reduction of 
                           Capital; 
 "Tawa Group"             in respect of any period prior 
                           to the Demerger Effective Date, 
                           Tawa and its subsidiaries and 
                           subsidiary undertakings including 
                           those companies which form part 
                           of the TAL Group and, in respect 
                           of any period following the Demerger 
                           Effective Date, the Continuing 
                           Tawa Group; 
 "Tawa Relationship       the relationship deed entered 
  Deed"                    into on 20 July 2007 between (1) 
                           Tawa; and (2) FinP, as amended 
                           and restated from time to time; 
 "Tawa US Shareholders"   holders of Tawa Existing Ordinary 
                           Shares and Tawa Ordinary Shares 
                           from time to time whose registered 
                           address is in the United States, 
                           as evidenced by the Share Register; 
 "Transferring            the Regulated Companies and ICL 
  Companies"               Holdings Incorporated, LGIC Holdings, 
                           LLC, Lodestar Marine Ltd, Pocono 
                           Holdings Ltd and each of their 
                           respective subsidiaries; 
 "UK" or "United          the United Kingdom of Great Britain 
  Kingdom"                 and Northern Ireland; 
 "uncertificated"         an ordinary share recorded on 
  or "in uncertificated    a company's share register as 
  form"                    being held in uncertificated form 
                           in CREST and title to which, by 
                           virtue of the Regulations may 
                           be transferred by means of CREST; 
 "US" or "United          the United States of America, 
  States"                  its territories and possessions, 
                           any state of the United States 
                           and the District of Columbia; 
 "US dollars"             the United States dollar, the 
  "dollars" "$"            lawful currency of the United 
                           States; 
 "US Securities           the US Securities Act of 1933, 
  Act"                     as amended; 
 "VAT"                    value added tax; and
This information is provided by RNS
The company news service from the London Stock Exchange
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