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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

12 October 2023

RECOMMENDED CASH ACQUISITION

of

The Restaurant Group plc

by

Rock BidCo Limited

(a special purpose vehicle indirectly owned by the Apollo Funds, managed by affiliates of Apollo Global Management, Inc.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

1          Introduction

The boards of directors of Rock BidCo Limited ("Bidco") and The Restaurant Group plc ("TRG") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash acquisition to be made by Bidco for the entire issued, and to be issued, ordinary share capital of TRG.

It is intended that the Acquisition will be implemented by way of a Court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act (although TRG reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement.

2          The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, each TRG Shareholder will be entitled to receive:

for each Scheme Share held: 65 pence in cash

The Acquisition Price per Scheme Share represents a premium of approximately:

•           67 per cent. to the volume-weighted average price of 39 pence per TRG Share for the twelve-month period ended 11 October 2023 (being the last Business Day before the date of this announcement);

•           49 per cent. to the volume-weighted average price of 44 pence per TRG Share for the six-month period ended 11 October 2023 (being the last Business Day before the date of this announcement); and

•           34 per cent. to TRG's closing share price of 48 pence per TRG Share on 11 October 2023 (being the last Business Day before the date of this announcement).

The Acquisition values TRG's entire issued, and to be issued, ordinary share capital at approximately £506 million on a fully diluted basis, and implies an enterprise value of £701 million and a multiple of approximately 9.0 times TRG's Adjusted EBITDA for the twelve months ended 2 July 2023.

The TRG Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid with a record date on or after the Effective Date.

3          Recommendation

The TRG Directors, who have been so advised by Lazard, Centerview and Citi as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the TRG Directors, Lazard, Centerview and Citi have taken into account the commercial assessments of the TRG Directors. Lazard is providing independent financial advice to the TRG Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the TRG Directors intend to unanimously recommend that TRG Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting as the TRG Directors who hold TRG Shares have irrevocably undertaken to do in respect of their own holdings over which they have control, being, in aggregate 1,531,423 TRG Shares (representing approximately 0.20 per cent. of the existing issued ordinary share capital of TRG) as at 11 October 2023, being the Business Day prior to the date of this announcement. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in ‎Appendix 3 to this announcement.

4          Background to and reasons for the ACQUISITION

Apollo has closely followed TRG over many years and believes that TRG is a high quality and leading company in the casual dining market with an attractive portfolio of concepts and brands and an experienced management team with a clear vision and strategy for the future direction of TRG. These are all characteristics which are highly valued by Apollo.

Apollo believes TRG has established itself as a highly regarded operator, with the necessary capabilities and scale required to attract and retain customers and the best talent in the industry. Bidco holds the TRG management team in high regard and values their operational expertise and experience. Bidco intends to work with the existing management and employees of TRG to support the business with a view to providing attractive and sustained growth and development opportunities for TRG's stakeholders. Apollo is highly supportive of TRG's management strategy and it is confident in the future prospects of TRG's businesses.

Apollo is excited to partner with TRG to continue developing the business by investing in the customer offering and future growth of its footprint. Through Apollo's deep industry knowledge and the successful track record of the Apollo Funds' investments in the consumer, retail and hospitality sectors, Apollo is qualified to support TRG and its management team through the next phase of growth for Wagamama, Pubs and Concessions.

Finally, Apollo believes that the development of TRG will be best served as a private business under Bidco's ownership, with access to capital and the benefit of a long-term investment approach. This will allow it to continue to deliver on its strategic objectives whilst enabling it to respond to structural changes in its industry in the medium and long term.

5          Background to and reasons for the TRG Board's unanimous recommendation

The TRG Board has considered all scenarios carefully and has reached the conclusion that the certainty provided by the cash Acquisition makes it a superior outcome for TRG Shareholders. The factors behind the TRG Board's decision are as set out in detail below.

Recent management actions and trading

In March 2023, TRG announced its medium-term strategy to deliver significant Adjusted EBITDA margin accretion over a three-year time horizon, targeting an Adjusted EBITDA margin improvement of 250bps to 350bps from FY22 VAT adjusted levels ("Margin Accretion Plan") and reducing net debt / Adjusted EBITDA below 1.5x by the end of FY25. In addition, the TRG Board stated it was continually reviewing strategic options.

Since announcement, TRG has made strong progress against the Margin Accretion Plan, delivering two earnings upgrades during FY23 and capturing £5m incremental annualised cost savings. Wagamama, Pubs and Concessions businesses have seen strong like-for-like sales growth, market share gains and delivered year-on-year volume growth. This has supported an acceleration of openings planned for Wagamama and resumption of the new site pub expansion plan.

As part of the TRG Board's ongoing review of strategic options, in September 2023, TRG announced the proposed disposal of its Leisure business, which will significantly accelerate the TRG Group's core strategy of Adjusted EBITDA margin accretion and deleveraging by removing a loss-making business and is expected to reduce IFRS-16 lease liabilities by c.£50m. The disposal is due to complete on 30 October 2023.

The TRG Board has also reviewed further strategic options for the future shape of the portfolio, including through proactive discussions with possible purchasers for other TRG businesses. In evaluating the strategic options, the TRG Board has maintained that any transaction must be at a value that reflects both the strength of current trading and the long-term prospects of the business.

Market performance

The combination of positive management action and trading performance has resulted in the share price rising 55 per cent. for the calendar year to date and 49 per cent. over the last 12 months (to 11 October 2023, being the last Business Day before the date of this announcement).

This has also helped improve the TRG Group's next-twelve-months EV/EBITDA multiple to both trade in line with the TRG Group's average multiple pre-pandemic, and at a premium to UK listed peers in the casual dining sector on the same basis.

While the TRG Board believes market reaction to the Margin Accretion Plan, recent trading, cost reductions and strategic actions has been positive, it has become clear to the TRG Board that there are divergent and opposing shareholder views on TRG's future portfolio shape, and timing and pathway to achieving it.

Factors considered by the TRG Board

TRG received a proposal from Apollo to acquire the entire issued and to be issued share capital of TRG. While the initial proposal received was not at a level that the TRG Directors considered reflected appropriate value for TRG, during a period of negotiations, Apollo made a further three proposals, resulting in the Acquisition Price at 65 pence per TRG Share. The Acquisition Price values TRG's entire issued and to be issued share capital at approximately £506 million on a fully diluted basis, and implies an enterprise value of £701 million and a multiple of approximately 9.0 times TRG's Adjusted EBITDA for the twelve months ended 2 July 2023.

The Acquisition provides an opportunity for TRG Shareholders to achieve an attractive premium to the current share price, which has performed strongly, trading near its 52-week high levels. The Acquisition Price represents a premium of approximately:

·    67 per cent. to the volume-weighted average price of 39 pence per TRG Share for the twelve-month period ended 11 October 2023 (being the last Business Day before the date of this announcement);

·    49 per cent. to the volume-weighted average price of 44 pence per TRG Share for the six-month period ended 11 October 2023 (being the last Business Day before the date of this announcement); and

·    34 per cent. to TRG's closing share price of 48 pence per TRG Share on 11 October 2023 (being the last Business Day before the date of this announcement).

The TRG Board believes the certain value represented by the cash Acquisition is a superior outcome for TRG Shareholders compared to continuing to pursue the independent strategy of TRG. The TRG Board has confidence in the margin accretion plan over the next three years, but is cognisant of the premium, certain value of the Acquisition against the prevailing risk for all consumer-facing businesses with exposure to macro-economic uncertainties.

The TRG Board has also considered a number of alternative scenarios for the future shape of the portfolio, which have been explored to identify possible realisable value for some TRG businesses. The TRG Board believes that the options analysed, including the impact of dis-synergies and other value leakage, would deliver cash proceeds below both sell-side analyst expectations and the TRG Board's own expectations and would represent a lower value outcome to TRG Shareholders than the Acquisition.

In addition to the financial terms of the Acquisition, in considering the intention to recommend the Acquisition, the TRG Directors have also given due consideration to the assurances given by Apollo to its intentions with respect to the future operation of the business, including Apollo's intentions to continue growing the business, and the importance placed by Apollo on the existing employees of TRG.

Accordingly, following careful consideration of the above factors, the TRG Directors intend to unanimously recommend the Acquisition to TRG Shareholders.

6          Information relating to Bidco and Apollo

Bidco

Bidco is a special purpose vehicle formed under the laws of Jersey by Apollo and which is intended to be used for the purposes of the Acquisition. Bidco has not traded since its date of formation, nor has it entered into any obligations other than in connection with the Acquisition.

The current directors of Bidco are Alex van Hoek and Eugenia Gandoy. Further details in relation to Bidco will be contained in the Scheme Document.

Apollo Global Management, Inc.

Apollo Global Management, Inc. ("AGM") is a high-growth, global alternative asset manager. Through its fully integrated investment platform spanning the full risk-reward spectrum from investment grade to private equity, AGM provides innovative capital solutions to businesses and invests in all parts of the capital structure. As of 30 June 2023, AGM had assets under management of approximately $617 billion across yield, hybrid, and equity strategies. The Apollo Funds have extensive experience in the ownership of public and private businesses, having invested in over 300 companies since AGM's inception in 1990. AGM is currently investing out of its tenth private equity fund, Apollo Investment Fund X, L.P. (together with its parallel funds), which has investor commitments totalling approximately $20 billion.

7          Information relating to TRG

TRG is one of the UK's largest hospitality businesses, a significant employer and one of the few UK-listed casual dining groups. TRG currently operates approximately 380 restaurants and pubs throughout the UK. TRG's principal trading brands are Wagamama and Brunning & Price. Wagamama has successfully franchised outside of the UK; the Wagamama business holds a 20% stake in a joint venture operating seven Wagamama restaurants in the US and c. 60 franchise restaurants across a number of territories. TRG also operates a multi-brand Concessions business which trades principally in UK airports. As a result, TRG has access to a broad spectrum of the hospitality and casual dining market.

On 11 September 2023, TRG announced that it has entered into an agreement in respect of the proposed disposal of its Leisure business comprising of 75 trading sites and associated restaurant and management team employees to the Big Table Group.  The disposal is expected to complete on 30 October 2023 and TRG will pay a cash contribution of £7.5m to the Big Table Group, subject to certain cash, debt and working capital adjustments.

For the twelve months up to the end of the interim period ended 2 July 2023, TRG achieved total revenue of £927m and Adjusted EBITDA of £77.6 m. As stated in TRG's interim results for the 26 weeks ended 2 July 2023, each of the Wagamama, Pubs and Concessions businesses have seen strong like-for-like sales growth, market share gains and delivered year on year volume growth.

As announced on publication of the FY22 results in March 2023, TRG plans to deliver significant Adjusted EBITDA margin accretion over a three-year time horizon, targeting an Adjusted EBITDA margin improvement of 250bps to 350bps from FY22 VAT adjusted levels and reducing net debt / Adjusted EBITDA below 1.5x by the end of FY25. 

8          Irrevocable undertakings

As described above, Bidco has received irrevocable undertakings to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept (or procure the acceptance of) such Offer) from: (a) all of the TRG Directors who own TRG Shares, in respect of their own holdings over which they have control, being, in aggregate, 1,531,423 TRG Shares (representing approximately 0.20 per cent. of the existing issued ordinary share capital of TRG) as at 11 October 2023, being the Business Day prior to the date of this announcement; (b) Oasis Management Company Ltd., in respect of: (i) 66,945,616 TRG Shares to which Oasis Management Company Ltd. currently controls the voting rights; and (ii) a further 69,494,281 TRG Shares (to the extent acquired) in which Oasis Management Company Ltd. has an interest (as defined in the Takeover Code) (representing in aggregate approximately 17.8 per cent. of existing issued ordinary share capital of TRG) as at 11 October 2023, being the Business Day prior to the date of this announcement; and (c) Irenic Capital Evergreen Master Fund LP in respect of 14,402,521 TRG Shares to which Irenic Capital Evergreen Master Fund LP currently controls the voting rights (representing in aggregate approximately 1.9 per cent. of existing issued ordinary share capital of TRG) as at 11 October 2023, being the Business Day prior to the date of this announcement.

Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in ‎Appendix 3 to this announcement.

9          Financing of the Acquisition

The cash consideration payable to TRG Shareholders under the terms of the Acquisition will be financed by: (i) equity to be invested by the Apollo Funds; and (ii) third party financing provided by certain third party providers, including RBC, of a £260,000,000 interim senior term facility under the Interim Facilities Agreement.

RBC, in its capacity as sole financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to TRG Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

10        Offer‑related arrangements

Confidentiality Agreement

On 20 September 2023, Apollo Management International LLP, on behalf of Bidco, and TRG entered into a Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, Apollo Management International LLP, on behalf of Bidco has undertaken to: (i) subject to certain exceptions, keep information relating to TRG and the Acquisition confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of (a) completion of the Acquisition and (b) 20 September 2025. The Confidentiality Agreement contains standstill provisions which restricted Apollo Management International LLP from acquiring or offering to acquire interests in certain securities of TRG; those restrictions ceased to apply upon the making of this announcement. The Confidentiality Agreement also contains undertakings from Apollo Management International LLP and those of its affiliates that received information pursuant to the Confidentiality Agreement that for a period of 12 months after the date of the TRG Confidentiality Agreement, it will not solicit or offer to employ or engage any senior management employee of the TRG Group involved in discussions relating to the Acquisition (subject to customary carve-outs).

Cooperation Agreement

Pursuant to the Cooperation Agreement, Bidco and TRG have, amongst other things, each agreed to: (i) cooperate 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 Relevant Authority in connection with the Acquisition; and (ii) cooperate in preparing and implementing certain arrangements with respect to the TRG Share Plans and other employee-related matters. In addition, Bidco has agreed to certain provisions if the Scheme should switch to an Offer. The Cooperation Agreement is capable of termination in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a third party announces a firm intention to make an offer for TRG which completes, becomes effective or becomes unconditional, if prior to the Long Stop Date any Condition has been invoked by Bidco (with the consent of the Panel), if the TRG Directors withdraw their recommendation of the Acquisition, if the Scheme does not become Effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and TRG. Pursuant to the terms of the Cooperation Agreement and the requirements of paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Bidco undertakes that it will deliver a notice in writing to TRG and the Panel on the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.

11        Disclosure of interests in TRG securities

Except for the irrevocable undertakings referred to in paragraph ‎8 above and ‎Appendix 3, as at 11 October 2023 (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 treated as acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition (i) had any interest in or right to subscribe for or had borrowed or lent any TRG Shares or securities convertible or exchangeable into TRG Shares, or (ii) had any short positions in respect of relevant securities of TRG (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 TRG (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover 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 Takeover Code.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests in the relevant securities of TRG, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code which must be made on or before 12 noon (London time) on 26 October 2023.

12        Directors, management, employees, pensions, research and development and locations

Bidco's strategic plans for TRG

As set out in paragraph 4, Bidco believes that TRG is a high quality and leading company in the casual dining market with an attractive portfolio of concepts and brands and an experienced management team with a clear vision and strategy for the future direction of TRG.

Bidco holds the TRG management team in high regard and values their operational expertise and experience. Bidco intends to work with the existing management and employees of TRG to support the business with a view to providing attractive and sustained growth and development opportunities for TRG's stakeholders.

Prior to this announcement, consistent with market practice, TRG has been granted access to TRG's senior management for the purposes of confirmatory due diligence. However, Bidco has not yet had access to sufficiently detailed information to formulate specific plans or intentions regarding the impact of the Acquisition on TRG. The scope of the Evaluation (as defined below) is likely to include a review of: (i) strategic opportunities for TRG's existing business divisions (which may result in the disposal of one or more of such divisions, although no decision has been reached at this stage); (ii) the roles and responsibilities of TRG's employees; (iii) TRG's operating locations; and (iv) TRG's management incentivisation arrangements.

Following completion of the Acquisition, Bidco intends to work with TRG's management team to undertake an evaluation of TRG and its businesses, including a strategic assessment of TRG's existing business divisions (the "Evaluation"). Bidco expects that the Evaluation will be completed within a period of approximately six months from the Effective Date.

Employees and management

Bidco attaches great importance to the skill and experience of TRG's management and employees and recognises that the employees and management of TRG have been and will continue to be key to the continued success of the TRG Group.

Other than as a result of the Evaluation, Bidco does not intend to make any material reduction to the headcount, or any material change to the conditions of employment or to the balance of skills and functions, of the TRG Group's employees or management.

It is intended that, with effect from the Effective Date, each of the non-executive Directors of TRG shall resign from their office. Once TRG ceases to be a listed company, some central management, corporate and support functions, including PLC-related functions, may be reduced in scope, which is likely to result in a limited reduction of headcount in these areas. Any such headcount reduction shall be carried out in accordance with applicable law.

Existing employment rights and pensions

Bidco confirms that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights, including pension rights, of all TRG management and employees will be fully safeguarded in accordance with applicable law.

Bidco does not intend to make any change to the benefits provided by TRG's defined contribution pension arrangements and intends for the employer to continue to make contributions in line with the current arrangements. No member of the TRG Group participates in any defined benefit pension scheme.

Management incentive arrangements

Following the Acquisition becoming Effective, Bidco intends to review the management, governance and incentive structures of TRG. Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of TRG's management, but may have discussions and enter into such discussions for certain members of the TRG management team following the Effective Date.

Headquarters, locations, fixed assets and research and development

Bidco does not intend to undertake any material restructurings or change in the locations of TRG's fixed assets or places of business, subject to the outcome of the Evaluation mentioned above. Bidco does not intend to change the location or functions of TRG's headquarters in London. TRG does not currently have a research and development function and Bidco has no plans in this regard.

Trading Facilities

TRG Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in paragraph 16, applications will be made for the cancellation of the listing of TRG Shares on the Official List and the cancellation of trading of TRG Shares on the London Stock Exchange and steps will be taken to re-register TRG as a private company.

None of the statements in this paragraph 12 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

13        TRG Share Plans

Participants in the TRG Share Plans will be contacted regarding the effect of the Acquisition on their options and awards under the TRG Share Plans and an appropriate proposal will be made to such participants in due course. Details of the impact of the Scheme on each of the TRG Share Plans and the proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the TRG Share Plans.

14        Scheme process

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as the Bidco and TRG may, with the consent of the Panel, agree and, if required, the Court may approve):

·    a resolution to approve the Scheme is passed by a majority in number of TRG Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those TRG Shareholders;

·    the Resolution(s) necessary to implement the Scheme and the Acquisition is/are passed by the requisite majority of TRG Shareholders at the General Meeting;

·    following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by the Bidco and TRG); and

·    following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies.

The Conditions in paragraphs 1 and 2 of ‎Appendix 1 to this announcement provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the Takeover Code) if:

·    the Court Meeting and the General Meeting are not held by the 22^nd day after the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and TRG);

·    the Sanction Hearing to approve the Scheme is not held by the 22^nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and TRG); or

·    the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later date as Bidco and TRG may, with the consent of the Panel, agree and (if required) the Court may allow).

If any Condition in paragraph 2 of ‎Part A of ‎Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 7.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of TRG, specified a new date by which that Condition must be satisfied.

Once the necessary approvals from TRG Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of a copy of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective in early 2024.

Upon the Scheme becoming Effective: (i) it will be binding on all TRG Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of TRG Shares will cease to be valid and entitlements to TRG Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched no later than 14 days after the Effective Date.

Any TRG Shares issued before the Scheme Record Time will be subject to the terms of the Scheme and any TRG Shares issued following the Scheme Record Time will be transferred to Bidco (or as it may direct) in exchange for the same consideration as would be due under the Scheme (in each case, subject to the Scheme becoming Effective in accordance with its terms). The Resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any TRG Shares issued after the Scheme Record Time (other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of TRG after the Effective Date.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document. It is expected that the Scheme Document and the forms of proxy accompanying the Scheme Document will be published as soon as practicable and in any event within 28 days of this announcement (or such later date as Bidco and TRG may, with the consent of the Panel, agree and, if required, the Court may approve).

15        Dividends

If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TRG Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Scheme Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, TRG Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

16        Delisting, and cancellation of trading and re‑registration

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in TRG Shares on the London Stock Exchange's Main Market and the listing of the TRG Shares from the Official List on or shortly after the Effective Date.

It is expected that the last day of dealings in TRG Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

It is intended that TRG will be re-registered as a private limited company and for this to take effect as soon as practicable on or following the Effective Date.

17        Documents

Copies of the following documents will be available promptly on TRG's website, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at https://www.trgplc.com/investors/, and Bidco's website, at https://www.apollo.com/ukpossible-offer-disclaimer in any event by no later than noon on the Business Day following this announcement:

·    this announcement;

·    the Confidentiality Agreement;

·    the Cooperation Agreement;

·    the irrevocable undertakings referred to in paragraph ‎8 above and summarised in ‎Appendix 3 to this announcement;

·    the documents entered into for the financing of the Acquisition referred to in paragraph ‎9 above, including the Interim Facilities Agreement; and

·    the consents from financial advisers to being named in this announcement.

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

18        General

Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Cooperation Agreement) to implement the acquisition of the TRG Shares by way of an Offer as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to (i) make a request to the FCA to cancel the listing of the TRG Shares from the Official List; (ii) make a request to the London Stock Exchange to cancel trading in TRG Shares on its Main Market; and (iii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining TRG Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase TRG Shares otherwise than under the Scheme or any Offer, including pursuant to privately negotiated purchases.

The Acquisition will be on the terms and subject to the conditions set out herein and in ‎Appendix 1, and to be set out in the Scheme Document. The sources and bases for certain financial information contained in this announcement are set out in ‎Appendix 2. Details of undertakings received by Bidco are set out in ‎Appendix 3. Certain definitions and terms used in this announcement are set out in ‎Appendix 4. The formal Scheme Document will be sent to shareholders of TRG as soon as practicable and in any event within 28 days of this announcement (or on such later date as may be agreed with TRG and the Panel).

RBC (as sole financial adviser to Bidco), Lazard (as lead financial adviser to TRG), Centerview (as financial adviser to TRG), Citi (as financial adviser to TRG) and Investec (as corporate broker to TRG) have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries

Kirkland & Ellis International LLP is acting as legal adviser to Apollo and Bidco.

Slaughter and May is acting as legal adviser to TRG.

Further information

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and a wholly owned subsidiary of Royal Bank of Canada, is acting for Apollo and Bidco and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Apollo and Bidco for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with matters referred to in this announcement. Neither RBC Capital Markets nor its parent nor any of its subsidiaries or affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Capital Markets in connection with this announcement or any matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser and Rule 3 adviser to TRG and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than TRG for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein. Neither Lazard nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, the Acquisition, any statement contained herein or otherwise.

Centerview Partners UK LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to TRG and no one else in connection with the Acquisition and will not be responsible to anyone other than TRG for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Centerview nor any of its affiliates, nor any of Centerview's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute  or  otherwise)  to  any  person  who  is  not  a  client  of  Centerview  in  connection  with  this announcement, any statement contained herein, the Acquisition or otherwise.

Citigroup Global Markets Limited, which is authorised by the PRA and regulated in the UK by the FCA and the PRA is acting exclusively as Financial Adviser and Joint Corporate Broker to TRG and for no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than TRG for providing the protections afforded to its clients nor for providing advice in relation to the matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, or otherwise.

Investec Bank plc, which is authorised by the PRA and regulated by the FCA and PRA, is acting for TRG and no one else in connection with the Acquisition and will not be responsible to anyone other than TRG for providing the protections afforded to clients of Investec Bank plc nor for giving advice in relation to the Acquisition. Further, Investec Bank plc accepts no responsibility whatsoever and makes no representations or warranty, express or implied, for or in respect of the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Acquisition, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Investec Bank plc and its affiliates accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whatsoever arising in tort or otherwise as related to above, which it might otherwise have in respect of this announcement or any such statement.

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of TRG in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

TRG and Apollo shall prepare the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document) to be distributed to TRG Shareholders. TRG and Apollo urge TRG Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

This announcement contains inside information in relation to TRG for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging the release of this announcement on behalf of TRG is Andrew Eames (General Counsel & Company Secretary). TRG's Legal Entity Identifier is 213800V4LJ2FXMQKKA46.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English and Scots law, the Takeover Code, the Market Abuse Regulation, the Listing Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the UK.

The availability of the Acquisition to TRG Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition 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 Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or 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 Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be included in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

Notice to U.S. TRG Shareholders

The Acquisition relates to the shares of a Scottish company and is being made by means of a scheme of arrangement provided for under Scots law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

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

It may be difficult for U.S. holders of TRG Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and TRG are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of TRG Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Apollo, its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, TRG Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, RBC will continue to act as an exempt principal trader in TRG shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com/.

U.S. TRG Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. TRG Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and TRG contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and TRG about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and TRG (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may 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, TRG's, any member of the Bidco Group's or any member of the TRG Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, TRG's, any member of the Bidco Group's or any member of the TRG Group's business.

Although Bidco and TRG believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and TRG can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; and changes in the anticipated benefits from the proposed transaction not being realised as a result of: changes in general economic and market conditions in the countries in which Bidco and TRG operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and TRG operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor TRG, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the TRG Group, there may be additional changes to the TRG Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor TRG is under any obligation, and Bidco and TRG expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover 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) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10^th 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 Takeover 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 offeror(s), 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 pm (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.

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).

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 Takeover 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.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TRG's website at https://www.trgplc.com/investors/ by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any website accessible from hyperlinks is incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

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

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, TRG Shareholders, persons with information rights and participants in TRG Share Plans may request a hard copy of this announcement by: (i) telephoning Equiniti on +44 (0) 371 384 2426. If calling from outside of the UK, please ensure the country code is used. Lines will be open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales); or (ii) submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

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

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 figures that precede them.

General

Bidco reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of an Offer as an alternative to the Scheme. In such an event, an Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation and for so long as the Cooperation Agreement is continuing and the Offer arises in accordance with the terms of the Cooperation Agreement) an acceptance condition set at 75 per cent. of the TRG Shares on a fully diluted basis (or such lesser percentage as may be determined by Bidco after (to the extent reasonably practicable) consultation with TRG and (to the extent necessary) consultation with the Panel, being in any case more than 50 per cent. of the TRG Shares).

If the Acquisition is effected by way of an Offer, and such an 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 Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining TRG Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase TRG Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, TRG confirms that, as at the date of this announcement, it had in issue 765,062,398 ordinary shares of 28.125 pence each. TRG does not hold any ordinary shares in treasury. The ISIN for the ordinary shares is GB00B0YG1K06.

Disclaimer

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of Apollo Funds will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the U.S. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the U.S. would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the U.S. absent registration or an exemption from registration.

The Acquisition will be subject to English and Scots law, the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.