KIRS Non Deal Roadshow. May 2017

Transcription

1 KIRS Non Deal Roadshow May 2017

2 Disclaimer This presentation (the Presentation ) has been prepared by KIRS Group Limited ( KIRS ) and is its sole responsibility. For purposes hereof, the Presentation shall mean and include the slides that follow, any oral presentation by KIRS or any person on its behalf, any question-and-answer session that may follow the oral presentation, and any materials distributed at, or in connection with, any of the above. The information contained in the Presentation has not been independently verified and some of the information is in summary form. No representation or warranty, express or implied, is or will be made by any person as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information or opinions expressed in the Presentation. No responsibility or liability whatsoever is or will be accepted by KIRS, its shareholders, subsidiaries or affiliates or by any of their respective officers, directors, employees or agents for any loss howsoever arising, directly or indirectly, from any use of the Presentation or its contents or attendance at the Presentation. KIRS cautions that the Presentation may contain forward looking statements in relation to certain of KIRS business, plans and current goals and expectations, including, but not limited to, its future financial condition, performance and results. These forward looking statements can be identified by the use of forward looking terminology, including the words aims, believes, estimates, anticipates, expects, intends, may, will, plans, predicts, assumes, shall, continue or should or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. By their very nature, all forward looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond KIRS control, including but not limited to insurance pricing, interest and exchange rates, inflation, competition and market structure, acquisitions and disposals, and regulation, tax and other legislative changes in those jurisdictions in which KIRS, its subsidiaries and affiliates operate. As a result, KIRS actual future financial condition, performance and results of operations may differ materially from the plans, goals and expectations set out in any forward looking statement made by KIRS. All subsequent written or oral forward looking statements attributable to KIRS or to persons acting on its behalf should be interpreted as being qualified by the cautionary statements included herein. As a result, undue reliance on these forward looking statements should not be placed. The information and opinions contained in the Presentation have not been audited or necessarily prepared in accordance with international financial reporting standards and are subject to change without notice. The financial results in this document and the Presentation include certain financial measures and ratios, including EBITDA, ProForma Adjusted EBITDA and certain other related measures that are not presented in accordance with IFRS and are unaudited. These measures may not be comparable to those of other companies. Reference to these non-ifrs financial measures should be considered in addition to IFRS financial measures, but should not be considered a substitute for results that are presented in accordance with IFRS. The financial information included in this Presentation only includes nine months of audited information from the year ended December 31, 2015 for TIG Finco plc and its subsidiaries ( Towergate ). Towergate s financial results as of and for the first quarter of 2015 are unaudited and unreviewed and may not reflect what Towergate s results would have been had the current group structure and management been in place on January 1, The information contained in the Presentation, including but not limited to any forward-looking statements, is provided as of the date hereof and is not intended to give any assurance as to future results. No person is under the obligation to update, complete, revise or keep current the information contained in the Presentation, whether as a result of new information, future events or results or otherwise. The information contained in the Presentation may be subject to change without notice and will not be relied on for any purpose. The Presentation is solely for informational purposes and does not constitute or form part of, and should not be construed as, an offer to sell or issue securities or otherwise constitute an invitation or inducement to any person to purchase, underwrite, subscribe to or otherwise acquire securities in KIRS or any of its subsidiaries nor does it constitute an invitation or inducement to engage in investment activity under section 21 of the Financial Services and Markets Act 2000 ( FSMA ). The Presentation does not constitute an invitation to effect any transaction with KIRS or to make use of any services provided by KIRS. The distribution of the Presentation in certain jurisdictions may be restricted by law. Recipients of the Presentation should inform themselves about and observe such restrictions. KIRS disclaims any liability for the distribution of the Presentation by any of its recipients. This document is for distribution only in the United Kingdom and the Presentation is being made only in the United Kingdom to persons falling within Articles 19, 43, 47 and 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), to persons who have professional experience in matters relating to investments or to persons in the United Kingdom to whom this document may otherwise be lawfully distributed. This document is being supplied and the Presentation made to you solely in that capacity for your information. This document may not be reproduced, redistributed or passed on to any other person, nor may it be published in whole or in part, for any purpose. By accepting the Presentation, you agree and acknowledge (i) that the Presentation and its contents may contain proprietary information belonging to KIRS and (ii) to be bound by the foregoing limitations, undertakings and restrictions. 2

3 Agenda KIRS has appointed Bank of America Merrill Lynch to organise a series of investor meetings in Europe and the US, GBP, EUR and / or USD bond / loan offerings may follow subject to market conditions Introduction Investment Thesis KIRS Strategy and Business Highlights Update on Key Strategic Initiatives KIRS Financial Highlights Conclusion Q&A 3

4 Investment Thesis

5 Investment Thesis KIRS will be the leading diversified independent insurance intermediary group in the UK 1 2 KIRS (1) will be the result of a carefully targeted acquisition and hiring strategy in the UK insurance market Towergate, Autonet (2)(3), Price Forbes (2)(3), Direct Group (2)(3) and Chase Templeton (2)(3) were specifically targeted due to: A. Strong management teams B. Leading position in their respective market segments C. Significant organic growth and acquisition opportunities D. Ability to create additional value from portfolio effect without disruption or integration of underlying businesses Presence across the entire insurance value chain will allow KIRS to optimise service to customers and maximise commission capture KIRS will be a leading diversified independent insurance intermediary group in the UK and is positioned to capitalise on the significant benefits of scale across all its segments Highly resilient business model with significant cash flow generation capabilities 5 (1) Represents the Project Name for the creation of the new group. The final group name will be published in due course when trademark process is finalised. (2) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (3) Majority ownership.

6 Significant Strategic Investment By Core Shareholders KIRS is the result of a carefully crafted acquisition strategy executed over the last 24 months HPS investment in Towergate Creation of Nevada and acquisition of majority stake in Price Forbes Acquisition of majority stake in Broker Network MDP investment in Towergate and Nevada Acquisition of majority stake in Autonet Acquisition of majority stake in Direct Group (1) Acquisition of majority stake in Chase Templeton (1) Apr Dec Jun Q3 Q4 Nov ~ 680m Total Investment by Core Shareholders to Support the Creation of KIRS 6 (1) Completion subject to regulatory and other customary approvals.

7 Dedicated Shareholder Base Key shareholders have invested ~ 680m in the development of KIRS and will own >95% of group equity Founded in 2007 >100 investment professionals globally $39bn (1) asset under management Joint owner of Watford Re, global insurance and reinsurance group, alongside Arch Capital and second largest shareholder in NFP Corp. Founded in investment professionals $12.5bn (2) asset under management Largest shareholder of NFP Corp., a leading US insurance broker Founded in 1976 Over 390 investment professionals globally Approximately $138bn asset under management Strong prior knowledge of the insurance sector having invested in Willis Group, Alliant Insurance Services and USI Founded in 1998 >110 investment professionals globally $33bn asset under management Significant experience in the insurance sector, including investments in many US mid-market insurance brokers 7 (1) As of April 1, (2) As of March 31, 2017 SEC filing.

8 KIRS Vision and Key Highlights

9 Highly Supportive Market Backdrop KIRS is ideally positioned to capitalise on latest market trends Phase 1 First period of consolidation Phase 2 Financial crisis Phase 3 Consolidation of the consolidators & increased focus on innovation First wave of consolidation Clear consolidation opportunity in a highly fragmented market c. 150 consolidator transactions backed by 17bn of private equity capital and cheap leverage Insurer funding providing additional firepower to consolidators Credit crisis causes significant slowdown in acquisitions Consolidation significantly slowed down Focus on new avenues of organic growth (new products and channels) 31 Total Number of Large Broker Acquisitions Today Historical consolidators being acquired, new leaders emerge Oval and Giles acquired by AJ Gallagher, Jelf and Bluefin acquired by Marsh New consolidators emerge backed by fresh private equity capital Latest transaction multiples reflect highly attractive opportunity in the sector Focus on integration across the value chain development of strong technology / digital footprint

10 KIRS Resulted from Highly Selective Investment Strategy Carefully structured acquisition plan executed in parallel with execution of Fix / Build / Grow plan in Towergate Grow Build Fix Dec Apr Jun Q3 Q4 Nov (3) (1)(2) (1)(2) (1)(2) (1)(2) 10 (1) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (2) Majority ownership. (3) 20% ownership.

11 KIRS Strategic Vision KIRS is a multi-faceted insurance intermediary powerhouse with best-in-class capabilities across all parts of the insurance value chain KIRS Highly Efficient Service Platform Leading service offering Scale claims operations Complementary underwriting capabilities Leading diversified independent UK insurance intermediary group UK Broking & Underwriting Foundation Health Care Market Leader Digital Market Leader Broad UK coverage and expertise Traditional & select digital distribution Attractive specialist proposition Leading independent UK PMI provider Specialised underwriting capability SME & consumer focused Growth engine Proven acquisition platform Leading digital van broker Built for scale Premier digital platform Extensive local footprint combined with global reach Large and diversified earnings base Highly scalable operating platform Stable and cash generative business model Early and continued engagement with the FCA International Wholesale Complex risks Leading independent Lloyd s broker Blue chip brand Recruiting top industry talent Market leading, highly experienced management team 11

12 Personal Small & Medium Commercial CAPITAL Large Corporate Complex KIRS Guiding Principle: Maximise Presence Across Value Chain Collectively we have created significant opportunities to disrupt the traditional value chain, and realise value across multiple channels and verticals Market Characteristics Customer Characteristics High / Policy Low Volume Consultant e.g. American Airlines, Exxon MGA London Wholesale Broker MGA International Wholesale Broker Wholesale Broker Reg Broker Reg Broker Reg Broker Reg Broker CUSTOMER MGA Online Broker MGA Retail Broker Aggregator Retail Broker Affinity partner Low / Policy High Volume Services (Policy Administration, Claims, Renewals) e.g. Private Motor, Home 12

13 Multiple Avenues to Capture Incremental Commission Integration across the value chain gives KIRS the opportunity to maximise commission per policy Illustrative purposes only Distribution Underwriting Wholesale Services Other Income Premium to Carrier Advisory Wholesale Digital Car & Van Underwriting Specialty MGA Underwriting International Advisory Commerical Combined Retail Household KIRS Economics

14 Continued Execution of Strategic Initiatives 14 Cost savings with a 12 month average payback period are being executed ahead of plan, providing a platform for growth Cost Initiatives Total 24 cost savings initiatives within the programme 8 initiatives complete as of end Q1 17 Significant progress on all key projects Key Programs include: Fix IT infrastructure and cost base Finance transformation Turnaround Small Business Unit Property space and supplier consolidation Operational Effectiveness Various staff saving initiatives Robotics opportunity analysis underway Build Broker system consolidation Synergies From acquisitions Direct Group and Chase Templeton 13m actual cost savings delivered in 2016 and 21m additional annual savings from activities already completed at end Q1 17 Investment in Change Management Dedicated Change team with considerable large scale change experience Growth Initiatives 2 major income uplift initiatives completed New contract with premium financing counterparty Fee for service agreements with strategic insurance partners Investment in income initiatives to drive organic growth include: Strategic income hires across businesses particularly in Wholesale and Underwriting Hires to drive organic growth in Advisory Broadening product offerings in Autonet, Paymentshield, and Underwriting Acquisitions bring cross-sell opportunities (e.g., Chase Templeton, Direct Group and Autonet) Change governance in place for all major programs to coordinate investment control, delivery assurance and benefit realisation Change Director report progress to Executive Committee, Board and Regulator on a regular basis Key business stakeholders involved in project design, implementation and monitoring Partnered with global market leaders to assure execution and outcomes

15 KIRS Operating Framework Highly diversified and integrated insurance distribution, underwriting and services company with a diverse portfolio of leading brands Distribution Wholesale Underwriting (4) Leading UK insurance broker with strong online presence, extensive local footprint and high margin specialist brands Digital / Direct (1)(2) Advisory (1)(2) International insurance and reinsurance broker with a diverse international income stream London Market International Leading MGA in the UK with diversified product focus (1)(2) GEO Services Leading UK broker services network and leading claims management and TPA platform (1) (2) (3) 15 (1) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (2) Majority Ownership. (3) 20% ownership. (3) KIRS Group does not incur any of the ultimate underwriting or principal risk in relation to any of the services or products that we provide and therefore we neither provide capital nor assume any responsibility for insurance claims costs.

16 Overview of KIRS Segments Distribution Segment Digital Advisory Wholesale Segment Underwriting and Services Segment Underwriting Services Product Focus Van Property insurance via mortgage brokers Specialist and bespoke products General insurance Health (Private Medical Insurance ( PMI ) broker to SMEs) Large and complex specialty risk Commercial Lines Specialty Personal Lines Specialty Lines Agriculture Motor Post-sales servicing End-to-end claims management Distribution Model Online (direct and price comparison websites ( PCW )) Direct via phone Mortgage brokers Face-to-face broking Direct via phone and call centres Design and placement of risks from all major international insurance and reinsurance markets in London, Bermuda and Europe Premium sourced from external and internal brokers Global capability Insurers, corporates and affinities Carriers, underwriters and brokers Market Position Leading UK broker in van Leading distributor of property insurance via mortgage brokers One of the top UK SME broker via PCW Leading independent General Insurance and PMI broker in the UK Leading Top 5 independent wholesale broker Leading full service MGA in Europe Leading provider of claims management and postsales servicing in the UK 2016A GWP (Total: 2.8bn) 1,230m 950m 625m 2016 PF (1) Income (Total: 487m) 311m 79m 97m 2016A PF Adj. EBITDA (Total: 134m) (2) (3) 93m 18m 25m 16 (1) Pro Forma Income means the combined income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable. (2) Includes 3m in KIRS group costs. (3) Pro Forma Adjusted EBITDA means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.

17 KIRS Company Highlights 1. Leading diversified independent UK insurance intermediary group 2. Extensive local footprint combined with global reach 3. Large and diversified earnings base 4. Highly scalable operating platform 5. Stable and cash generative business model 6. Early and continued engagement with the FCA 7. Market leading, highly experienced management team 17

18 1. Leading Diversified Independent UK Insurance Intermediary Group Leading diversified independent broker and top 10 broker overall in the UK market with c. 2.8bn GWP ( in millions) UK Insurance Broker Rankings by Income (1) KIRS has a strong position in the UK insurance intermediary market International Personal Commercial (3) London Leading independent SME and specialty personal lines-focused UK broker, distributing 3 rd party and own branded insurance products UK s leading provider of property related insurance products via mortgage brokers Leading van broker in the UK with significant share Strong provider of Buildings & Contents (B&C) and Mortgage Payment Protection Insurance Leading private medical insurance intermediary in the UK 18 Distribution (1) Source: Insurance Times Top 50 Brokers (2) Income is pro forma for Bluefin and Jelf acquisitions. (3) Pro Forma Income. UK s leading MGA Underwriting Services UK s leading broker services network and leading claims management platform Wholesale Price Forbes is a top five independent London and international wholesale broker (1)

19 2. Extensive Local Footprint Coupled with Global Reach Extensive UK distribution network linked to international capital markets Key Distribution Wholesale Underwriting Services Wholesale Markets Ireland United Kingdom Distribution 7 national contact centers each with a product focus online and on the phone 81 local offices across the country serving local clients Underwriting 9 local offices serving local brokers Highly efficient operations centre in Doncaster Services Primary operations in Doncaster and Preston 19 Wholesale London headquartered, in close proximity to Lloyd s and London market 97% of premium in respect of non-uk risks sourced from an extensive network of global brokers

20 3. Large and Diversified Earnings Base No meaningful concentration by income producer, carrier, distribution channel or product Highly Diversified Business Model 2016 Pro Forma Income (1) No material GWP or income concentration around key producers Underwriting Services 2% Call centre and online operations naturally diversified 18% Digital Stability of frontline staff further underpinned by a comprehensive retention strategy, including long-term incentive plans for top performers, focus on culture change and integrated CRM systems Wholesale 16% 34% Strong retention figures for 2016 across the business No material income concentration on any specific customer 30% Advisory No more than 11% of total GWP written by a single carrier 20 Top 5 carriers all A -rated or above Long term relationships with all key carriers, underpinned by recently renewed capacity agreements (1) Pro Forma Income means the combined income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable.

21 3. With Numerous Niche Specialisms A depth of specialist knowledge built-up over many years Expert Specialist knowledge Partnerships Van Examples of Specialties Haulage Classic Car Healthcare Est Est Est Est Strong customer relationships Marine Property Medical Est Est Est Stickiness of specialist products 21

22 4. Highly Scalable Operating Platform Significant investments made across all KIRS businesses since early 2016 to optimise operating infrastructure and prepare the group for the next phase of growth Distribution Wholesale Underwriting Services Highly scalable, well invested online platform Fast growing home insurance panel Broad IT investment programme to upgrade and upscale existing infrastructure Multiple investments underway focused on improving pricing capabilities and speed of product launches Well-invested Claims and TPA platforms with significant spare capacity in existing systems Significant investment in new, consolidated front-end system Middle and Back Office Capabilities Key Programmes Include: Premium and policy management Renewals and administrative services Offline sales and servicing Coverage of the complete claims lifecycle Platform provision Optimisation of support functions (e.g. Finance, HR) Key Areas of Focus: IT Transformation Programme: 19m investment completing in Q2 17 to create fit for purpose IT infrastructure Finance Transformation Programme: 21m ongoing investment to maximise efficiency and integration vs. front end systems Implementation of automated solutions in low complexity / high volume processes Consolidation and simplification of property footprint and procurement function 22

23 5. Highly Diversified, Stable, and Cash Generative Business Model Strong foundation, poised to achieve substantial growth and rapid organic deleveraging Pro Forma Income (1) Targeted Net Debt / Pro Forma Adjusted EBITDA ( in millions) Distribution: 311m x Rapid organic deleveraging driven by cost reduction plans well under-way Wholesale: 79m Underwriting: 97m 2016A Pro Forma Adjusted EBITDA (2) Towergate: strong continuing trend of organic quarter-onquarter PF Adj. EBITDA growth 134 Nevada: track record of organic EBITDA growth with strong cash flow conversion 2016A % Margin 27% Opening 23 (1) Pro Forma Income means the combined income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable. (2) Pro Forma Adjusted EBITDA means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.

24 6. Early and Continued Engagement with the FCA The FCA has been supportive of the development of KIRS The FCA has been involved from the outset of the process, and remains supportive of the proposed new group We have engaged with the FCA with full transparency and acted swiftly and appropriately when required We continue to liaise with the FCA as the KIRS management team remains highly focused on completing the implementation of best in class risk and compliance policies and improvement of legacy operations 24

25 7. Market Leading, Highly Experienced Management Team KIRS has attracted an experienced best of breed management team with a high profile in the market Corporate Management David Ross +26 years experience Mark Mugge +20 years experience Adrian Brown +28 years experience Antony Erotocritou +15 years experience Geoff Gouriet +20 years experience Sarah Dalgarno +25 years experience Kay Martin +25 years experience Distribution Management Janice Deakin +16 years experience Ian Donaldson +20 years experience Craig Ball +10 years experience Steve Anson +20 years experience Joe Thelwell +15 years experience Warren Dickinson +25 years experience Wholesale Management Michael Donegan +35 years experience James Masterton +25 years experience David Baxter +40 years experience Gordon Newman +50 years experience Neil Pearce +20 years experience Underwriting and Services Management Paul Dilley +25 years experience Andy Baughan +30 years experience David Leatham +30 years experience Andrew Bell +20 years experience David Bruce +30 years experience Derek Coles +25 years experience Scott Hough +20 years experience 25

26 Update on Key Strategic Initiatives

27 Towergate: Extensive Cost Reduction Programme 56m cost savings identified and committed (20% reduction in 2015 cost base) with circa 1 year average payback 61% complete at end March 2017 Initiative IT Transformation 6m 7m 7m 19m Finance Transformation Annualised Savings to end Q1 17 4m Annualised Savings to end m Total Medium- Term Savings 14m Total One-off Costs 21m Progress to Date programme essentially completed in Q1 17 Including server migration to Azure Cloud Improvements to networks and telephony Over 4,000 users upgraded to Windows 10 Contract signed with Accenture Investment in robotics and process automation started Completed initial process engineering activities SBU Turnaround 7m 7m 7m 4m Closed Milton Keynes and Manchester locations Property Cost Reduction 4m 5m 5m 1m Footprint reduced by 21% with locations reduced from 140 to 98 (Jan 15 to date) Consolidated suppliers across cleaning, waste, repairs & maintenance and security Operational Efficiency 13m 16m 18m 2m Back office operational process efficiency Reduced reliance on agency and temporary staff Commenced supplier rationalisation and procurement programme using external parties Broker Systems Consolidation m 12m Detailed implementation planning for consolidation of broker systems completed First roll-outs commenced in 2017 Total 34m 56m 59m 48m Programme = 20% reduction in 2015 cost base 27 13m cost savings already achieved in 2016 in-year result, 50% one-off spend paid before March 17

28 Additional Benefits Not Included in 134m Pro Forma Adjusted EBITDA (1) Medium-term identified cost savings of 8m, signed contracts resulting in 6m uplift in profitability and near-term revenue synergies of 2m have been excluded from Pro Forma Adjusted EBITDA (1) ( in millions) Signed contracts resulting in profitability step-change in 2017 Near-term identified and committed revenue synergies 2 Potential additional savings 6 Medium-term identified and committed cost savings 16 No cost to achieve additional benefits 8 28 (1) Pro Forma Adjusted EBITDA means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.

29 KIRS Financial Highlights

30 Strong Income and EBITDA Growth Potential Strong Pro Forma Adjusted EBITDA growth driven by efficiency improvements and income growth in Nevada ( in millions) Pro Forma Income (1) Growth % Towergate N.A. 325 N.A. N.A. Nevada % KIRS Group N.A 487 N.A. N.A. Pro Forma Adjusted EBITDA (2) Growth % Towergate N.A. 84 (3) N.A. N.A. Nevada (4) 4 +10% KIRS Group N.A. 134 N.A. N.A. Pro Forma Adjusted EBITDA Margin Growth Towergate N.A. 26% N.A. Nevada 30% 31% +1% KIRS Group N.A. 27% N.A. 30 (1) Pro Forma Income means the combined adjusted income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable. (2) Pro Forma Adjusted EBITDA means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management. (3) Includes 35m of Pro Forma adjustments for Towergate related to the cost reduction initiatives as set out on page 27. (4) Includes 13m of net Pro Forma adjustments primarily consisting of FX and expected cost synergies.

31 Towergate: Very Positive Income and Expense Trends Second quarter of sustainable income growth and third quarter of Pro Forma Adjusted EBITDA (1) growth ( in millions) Income vs. Prior Year 5% 0% 2% 1% Quarter (5%) (10%) 10% 5% 0% (5%) (10%) 5% (7%) (7%) (5%) Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 5% Expenses vs. Prior Year 5% 3% New management team: expense savings started (3%) (0%) (6%) (8%) (4%) Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Growth % Income % Staff costs ( 46) ( 40) 6 14% Op expenses (17) (19) (1) (8%) Total expenses ( 63) ( 59) % PF Adj. EBITDA (1) % Margin 18% 25% +7% 31 Note: The financial information included in this Presentation only includes 9 months of audited information from the year ended December 31, 2015 for Towergate. Towergate s Q financial results are unaudited and unreviewed and may not reflect what Towergate results would have been had the current group structure and management been in place from January 1, (1) Pro Forma Adjusted EBITDA means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.

32 Nevada: A Continuing Trend of Income Growth Nevada Portfolio Comprises Strong Organically Growing Businesses ( in millions) Nevada Pro Forma Adjusted Income Autonet (1) (2) Price Forbes (1) (2) 1.9% 9.3% 8% Reported Income Reported Income Direct Group (1) (2) Chase Templeton (1) (2) % 31.5% Reported Income Pro Forma Adjustment Reported Income Reported Income 32 Source: Autonet, Price Forbes, Direct Group and Chase Templeton: Reported revenues as per statutory accounts. (1) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (2) Majority Ownership.

33 Highly Cash Generative Business Model Nevada is highly cash generative Towergate capex and exceptional spend expected to reduce significantly post completion of the ongoing Transformation Programme 2016 Operating Cash Conversion (1) 63% 90% 76% Towergate Nevada KIRS Group 33 (1) Operating Cash Conversion defined as Operating and Investing Cash Flow (Adjusted EBITDA less Working Capital Movement and Maintenance Capex) over Adjusted EBITDA and excludes capex and exceptional costs related to cost reduction initiatives and other one-off costs. Typical maintenance capex is c.2% of income.

34 Indicative Capitalisation and Leverage ( in millions) KIRS Group is expected to support circa 800m gross debt, with a net leverage of circa 5.7x, organically de-leveraging rapidly we are exploring different financing options Indicative Capitalisation & Leverage Proceeds of any potential financing to be used to refinance existing debt, finance the acquisitions of Direct Group, and Chase Templeton, pay fees and expenses, and cash on Balance Sheet 2016A Pro Forma Adjusted EBITDA (1) Towergate 84 Nevada 50 Total KIRS Group 134 Estimated Gross Debt 800 Estimated Cash (40) Indicative Net Debt 760 Indicative Net Leverage 5.7x Implied Transaction Equity Value (2) (1) Pro Forma Adjusted EBITDA means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management. (2) Based on third party fairness opinion supporting Nevada roll-over contribution and price of Towergate's most recent rights issue.

35 KIRS Group Financial Targets 1 Mid-single digit income growth, underpinned by market growth and investments made in income producers EBITDA margin in 25-35% range 3 Operating cash conversion (1) 80-90% 4 Project Capex and exceptional costs largely complete by 2018, 45-55m spend expected through ETV: Gross 45-65m before any insurance, vendor or asset recoveries (estimated to be c. 12m) 6 Positive levered free cash flow expected for Rapid organic deleveraging 35 (1) Operating Cash Conversion defined as Operating and Investing Cash Flow (Adjusted EBITDA less Working Capital Movement and Maintenance Capex) over Adjusted EBITDA and excludes capex and exceptional costs related to cost reduction initiatives and other one-off costs. Typical maintenance Capex is c.2% of Income.

36 Conclusion

37 Conclusions KIRS will be a leading diversified independent insurance intermediary group in the UK 1 We are creating KIRS to capitalise on highly supportive market tailwinds in a structurally attractive sector 2 Transactions completed to date will combine into one of the largest independent players in the market, an ideal platform for future growth 3 Strong combination of market leading management teams, deep product expertise and wide presence across entire value chain 4 Highly resilient business model with great cash flow generation capabilities 5 HPS and MDP share management vision and are fully committed to supporting its implementation 37

38 Q&A

39 Appendix

40 Distribution Digital Overview Relentlessly focused on expanding Digital across new products and channels Description Highlights & Strategy 2016A GWP: c. 480m Products: Blend of volume and niche General Insurance products (SME, Van, Home, Caravan, Marine, Medical, Excess) Channels: Online direct, online price comparison websites, mortgage brokers, affinities and wholesale FTEs: c. 1,800 Overview Locations: Stoke, Southport, Oxted, Stevenage, Dudley, Cheltenham, Colchester Create leading online distributor of SME and niche personal lines insurance, with competitive advantage in scale, technology and pricing insight Combination of Autonet (a leading van provider) and Towergate s SME online business (#2 SME provider) creates a dominant online player transacting 100m van and SME GWP online Extend pricing and risk expertise combining technology and data insight of both businesses Build online scale in Home (Paymentshield) and niche products using market position, brand and expertise e.g., Classic Car Utilise Direct Group to drive further efficiencies, and invest savings in driving growth of high margin niches Marine Care Homes Caravan Non-Standard Property Medical Van Mortgage Broker 2016A Business Mix by GWP Car Partner Aggregator Other Home SME 2016A Distribution Mix by GWP Direct 40

41 Distribution Advisory Overview New producer hires and commission monetization have positioned Advisory for growth Description Highlights & Strategy 2016A GWP: c. 750m Products: General insurance (including Commercial Motor, Commercial Property, Private Home, Professional Indemnity, Private Car, General Personal, Marine) and Health Channels: Face-to-face broking, telephone FTEs: c. 1,800 Overview Locations: 9 national contact centres and 67 local offices Unique market position as the only scale independent General Insurance and Health business in the UK through a combination of the leading independent regional SME and Healthcare brokers 600m General Insurance Premium + 160m API in Health Cross-sell across combined client base of 800k customers 400 strong, dedicated and expert sales force Significant synergy opportunity between Chase Templeton and existing Healthcare / PMI offering in Advisory Expand product offering off the back of ongoing roll-out of single, improved front end system Corporate PMI Other GI Professional Indemnity Private Home 2016A Business Mix by GWP Individual PMI Commercial Property Other PMI Commercial Motor 2016A Carrier Mix by GWP (1) Other Carrier G Carrier F Carrier E Carrier D General Commercial Carrier A Carrier C Carrier B 41 (1) Excludes Chase Templeton.

42 Wholesale Overview Leading Wholesale franchise continues to expand with new business and new hires Overview Price Forbes 2016A Business Mix by Income Description Key segments: Marine, Energy, Natural Resources and Non-Marine (including Aviation, Cargo, Financial Products, Health, Property and Specie) Channels: Insurance and reinsurance markets in London, retail brokers and direct to policyholders Marine, Energy & Natural Resources - North America Other Non-Marine - International FTEs: c. 400 Locations: London headquarters, in close proximity to Lloyd s market Marine, Energy & Natural Resources - International Non-Marine - North America Highlights & Strategy Price Forbes is a top five independent London wholesale broker Strong presence in major international markets Diversified mix of business with growth in Non- Marine business over recent years Focus on large and more complex risks Investment in Bishopsgate will create a new growth vehicle that has been untapped to date Large scale recruitment of new producers to date will establish a robust growth platform Continued recruitment will drive growth in new products and capabilities Significant cross-sell opportunity with Advisory and Underwriting Role / Product Line Executive Chairman Professional Indemnity International Property / Canadian / Australian International Binders Personal Accident UK Binders Bishopsgate New Hires Key Hire (1) (Joining date) Gordon Newman (Jul-17) Emma Lucas (Feb-17) Confidential appointment (Apr-17) Matt Edwards (Dec-16) Simon Allport (Jan-17) Confidential appointment (May-17) Confidential appointment (Jul-17) 42 (1) Name provided where individual has already joined. All other names withheld but employment contracts have been signed.

43 Underwriting Overview Combination of Towergate Underwriting and Direct Group creates leading MGA platform Overview 2016A Business Mix by GWP 2016A GWP: c. 625m Other Description Products: Commercial, Household, Specialty Personal Lines and Agriculture Channels: External and internal insurance brokers FTEs: c. 800 Locations: Offices throughout the UK and three European locations Household Agriculture Commercial Highlights & Strategy The combined Towergate Underwriting and Direct Group is the largest full service MGA in Europe Significant improvement in Towergate loss ratios in 2016 creating a stable platform for sustainable profitable growth Strong relationships and long-term commitments with eight main carriers Good growth opportunities to expand internationally and to create a London Market MGA Direct Group organic growth and new business capabilities are highly accretive to current franchise Four pillar strategy to access UK, London and International markets Personal 2016A Carrier Mix by GWP Carrier 1 Others Carrier 8 Carrier 2 Carrier 7 Carrier 6 Carrier 5 Carrier 3 Carrier 4 43

44 Services Overview Leading claims management and TPA services offering Overview Selected Trading Relationships Products: Post sales administration outsourcing on behalf of insurers, corporate and affinities and front and back-office outsourcing TPA Services Description Channels: Provide services to 14 of the 20 largest UK General Insurers Highlights & Strategy FTEs: c. 540 Locations: Primary operations in Doncaster and Preston Direct Group is a leading outsourcing partner to the UK insurance industry More than 2,000 active broker relationships with over 225,000 claims handled in 2016 Provides services to UK General Insurers representing almost 87% of total UK GWP Strong growth trajectory across all business lines expected to continue, driven by high retention and highly executable new business pipeline (new client wins already secured in Q1 17) Claims Management Services 44