RFIB Group Ltd - April 2007

On 18 April 2007, RFIB signed a conditional agreement with its ongoing management team, retired management shareholders and Fleming Private Equity ("FPE") , the private equity fund managed by Fleming Family & Partners. RFIB is a London-based insurance broker specialising in marine, non-marine, reinsurance and retail broking.

Under this agreement FPE will invest cash in a holding company ("Newco") in return for a 39.5% shareholding and ongoing management will subscribe cash and roll over their existing shareholdings in RFIB for a 60.5% shareholding in Newco. Newco will then make an offer to acquire all the retired management shareholdings and a portion of certain ongoing management shareholdings for cash.

The transaction was designed to recapitalise RFIB to take advantage of consolidation opportunities in the market, to equitise the next generation of management and to maintain RFIB's independence, whilst at the same time providing a market-tested cash exit for retired management shareholders.

Completion is expected in May and is subject to regulatory, tax and other clearances. On completion, Lord (Robin) Hodgson, who is making a significant personal investment, will become Chairman.

Canaccord Genuity acted as financial advisor to RFIB.