Lombard Risk Management : LRM RECOMMENDED CASH ACQUISITION OF LOMBARD BY VERMEG

23rd January 2018

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

For immediate release

23 January 2018

RECOMMENDED CASH ACQUISITION of LOMBARD RISK MANAGEMENT PLC by VERMEG GROUP N.V.

to be implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Publication and Posting of Scheme Document

On 11 January 2018, the boards of directors of Vermeg Group N.V. ('Vermeg') and Lombard Risk Management plc ('Lombard Risk') announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Vermeg intends to acquire the entire issued and to be issued ordinary share capital of Lombard Risk (the 'Acquisition'). The Acquisition is being effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme').

Further to that announcement, the board of Lombard Risk is pleased to announce that it is publishing and posting the scheme document in relation to the Acquisition (the 'Scheme Document'), together with the related Forms of Proxy to Ordinary Shareholders today. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, a letter from the Non-Executive Chairman of Lombard Risk, notices of the required Meetings, the expected timetable of principal events and details of the action to be taken by Scheme Shareholders.

As described in the Scheme Document, to become Effective the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting, and then the sanction of the Court. Both the Court Meeting and the General Meeting will be held at the offices of Lombard Risk at 7th Floor, 60 Gracechurch Street, London EC3V 0HR on 16 February 2018 with the Court Meeting to commence at 11.00 a.m. and the General Meeting to commence at 11.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the Scheme Shareholders' opinion. Scheme Shareholders are therefore strongly urged to complete, sign and submit their Forms of Proxy (or the electronic equivalent) (once received) as soon as possible in accordance with the instructions provided in the Scheme Document.

The Scheme Document, together with information incorporated into it by reference to another source, the Forms of Proxy and a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the investor section of Lombard Risk's website at https://www.lombardrisk.com/investor-centre-2/by no later than 12.00 noon on the Business Day following the date of this announcement.

Subject to shareholder approval at the relevant Meetings, Court approval and the satisfaction or waiver of the other conditions set out in the Scheme Document, the Scheme is expected to become Effective on or around 23 February 2018.

Ordinary Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

The expected timetable of principal events is set out in the Scheme Document and has been attached as an Appendix to this announcement. If any of the key dates set out in the expected timetable change, an appropriate announcement will be made by the Company through a Regulatory Information Service.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

Enquiries:

Quayle Munro, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser and Rule 3 adviser to Lombard Risk in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Lombard Risk for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and joint broker to Lombard Risk in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Lombard Risk for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as nominated adviser and joint broker to Lombard Risk and will not regard any other person as its client in relation to the Acquisition and the other matters referred to in this announcement and will not be responsible to anyone other than Lombard Risk for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Strand Hanson, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Vermeg in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and the other matters referred to in this announcement and will not be responsible to anyone other than Vermeg for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Eurohold is acting exclusively as strategic adviser to Vermeg in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and the other matters referred to in this announcement and will not be responsible to anyone other than Vermeg for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Further information

This announcement is for information purposes only 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 Lombard Risk in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (unless Vermeg elects, with prior consent of the Panel, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme) which contains 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. Ordinary Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once received.

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

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary 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. This announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Unless otherwise determined by Vermeg or required by the 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 form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer, unless otherwise permitted by applicable law or regulation, the Takeover Offer may not be made, directly or indirectly, in or into or by use of mail or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

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

Further details in relation to Overseas Shareholders are included in the Scheme Document.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange 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 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

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 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 and availability of hard copies

A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Lombard Risk's website at https://www.lombardrisk.com/investor-centre-2/, by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the content of such website is not incorporated into and does not form part of this announcement.

Ordinary Shareholders may request a hard copy of this announcement by contacting Computershare on +44 (0) 370 707 1125 between 8.30 a.m. to 5.30 p.m., Monday to Friday or by submitting a request in writing to Computershareat Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Ordinary Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

Save as otherwise referred to above, a hard copy of this announcement will not be sent unless requested.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for the implementation of the Scheme.

If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Lombard Risk shareholders by way of an appropriate announcement through a Regulatory Information Service.

Event Time and/or date

Notes:

(1) If the BLUE Form of Proxy for the Court Meeting is not received, by 11.00 a.m. on 14 February 2018, it may be handed to Lombard Risk's Registrar, on behalf of the Chairman of the Court Meeting, or to the Chairman at the Court Meeting at any time before the taking of the poll and still be valid. However, the WHITE Form of Proxy for the General Meeting must be received by 11.15 a.m. on 14 February 2018 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting or Lombard Risk's Registrars.

(2) If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date which is two Business Days before the date fixed for the adjourned meeting.

(3) The General Meeting will commence at 11.15 a.m. on 16 February or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned.

(4) The dates and times above are indicative only and will depend on, among other things, the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the copy of the Scheme Court Order is delivered to the Registrar of Companies for registration. If any of the expected dates change, the revised times and/or dates will be announced via a Regulatory Information Service and Lombard Risk may also post notice of the change to Ordinary Shareholders.

(5) In any event, within 14 days of the Effective Date.