TIDMARI 
 
FORM 8 (OPD) 
 
           PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER 
 
              Rules 8.1 and 8.2 of the Takeover Code (the "Code") 
 
1. KEY INFORMATION 
 
(a) Identity of the party to the offer making   Sword Aquila Limited (Sword 
the disclosure:                                 Aquila) 
 
(b) Owner or controller of interests and short 
positions disclosed, if different from 1(a): 
 
The naming of nominee or vehicle companies is 
insufficient 
 
(c) Name of offeror/offeree in relation to      Active Risk Group plc 
whose relevant securities this form relates: 
 
Use a separate form for each party to the offer 
 
(d) Is the party to the offer making the        OFFEROR 
disclosure the offeror or the offeree? 
 
(e) Date position held:                         11 July 2013 
 
(f) Has the party previously disclosed, or is   NO 
it today disclosing, under the Code in respect 
of any other party to this offer?               If YES, specify which: 
 
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
(a) Interests and short positions in the relevant securities of the offeror or 
offeree to which the disclosure relates 
 
Class of relevant security: 
 
                         Interests          Short positions 
 
 
                      Number         %        Number     % 
 
(1) Relevant            Nil          0          Nil      0 
securities owned 
and/or controlled: 
 
(2) Derivatives         Nil          0          Nil      0 
(other than 
options): 
 
(3) Options and         Nil          0          Nil      0 
agreements to 
purchase/sell: 
 
TOTAL:                  Nil          0          Nil      0 
 
All interests and all short positions should be disclosed. 
 
Details of any open derivative or option positions, or agreements to purchase 
or sell relevant securities, should be given on a Supplemental Form 8 (Open 
Positions). 
 
Details of any securities borrowing and lending positions or financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL). 
 
(b) Rights to subscribe for new securities 
 
Class of relevant security in relation None 
to which subscription right exists: 
 
Details, including nature of the       None 
rights concerned and relevant 
percentages: 
 
If there are positions or rights to subscribe to disclose in more than one 
class of relevant securities of the offeror or offeree named in 1(c), copy 
table 2(a) or (b) (as appropriate) for each additional class of relevant 
security. 
 
(c) Irrevocable commitments and letters of intent 
 
Details of any irrevocable commitments or letters of intent procured by the 
party to the offer making the disclosure or any person acting in concert with 
it (see Note 3 on Rule 2.11 of the Code): 
 
Active Risk Directors 
 
The Active Risk Directors name below have given irrevocable undertakings to 
vote (or procure the vote) in favour of the Acquisition as follows: 
 
                                                  Number of   % of Active 
                                                Active Risk   Risk Shares 
Name                                                 Shares      in issue 
 
Lynton Barker                                       556,250          1.67 
 
Andrew Darby                                         50,000          0.15 
 
Alastair Gordon                                      78,125          0.23 
 
Total                                               684,375          2.05 
 
 
These irrevocable undertakings include undertakings from the Active Risk 
Directors in respect of their entire holdings of Active Risk Shares: 
 
(i) to vote or procure the vote in favour of the Scheme at the Court Meeting 
and the Special Resolutions at the General Meeting; and 
 
(ii) if Sword Aquila exercises its right to structure the Acquisition as a 
Takeover Offer, to accept or procure the acceptance of such Takeover Offer. 
 
These irrevocable undertakings are conditional upon: 
 
(i) the publication of this Announcement by not later than 8.00 a.m. on 11 July 
2013 (or such later date as the Company and Sword Aquila may agree; and 
 
(ii) the publication of the Scheme Document within 28 days of the date of the 
publication of this Announcement or such later time as may be agreed by the 
Panel; and 
 
(iii) the Scheme becoming Effective (or a Takeover Offer, as applicable, 
becoming wholly unconditional) on or before the date being 185 days following 
the date of this Announcement; and 
 
(iv) no person other than Sword Aquila or any person acting in concert with 
Sword Aquila announcing prior to the date on which the Active Risk Shareholders 
are required to vote in favour of the Scheme a firm intention (in accordance 
with Rule 2.7 of the Code) to make an offer (within the meaning of the Code), 
which is not the subject of pre-conditions, to acquire all the equity share 
capital of Active Risk, other than that already owned by the person making such 
offer, on terms which represent an improvement of 15 per cent. or more on the 
value of the consideration offered under the Acquisition 
 
These irrevocable undertakings will cease to be binding if: 
 
(i) the Scheme does not become Effective, or lapses, in accordance with its 
terms; or 
 
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and 
with the consent of the Panel, publicly announce that it will implement the 
Acquisition by means of a Takeover Offer) or any competing offer is made which 
is declared wholly unconditional or otherwise becomes effective. 
 
Other Irrevocable Undertakings 
 
Sword Aquila has received irrevocable undertakings to vote (or procure the 
vote) in favour of the Acquisition as follows from the following holder or 
controller of Active Risk Shares: 
 
 
                                                  Number of   % of Active 
                                                Active Risk   Risk Shares 
Name                                                 Shares      in issue 
 
Richard Higgs                                     4,000,000         12.00 
 
 
This irrevocable undertaking is conditional upon: 
 
(i) the publication of this Announcement by not later than 8.00 am on 11 July 
2013 (or such later date as the Company and Sword Aquila may agree; and 
 
(ii) the publication of the Scheme Document within 28 days of the date of the 
publication of this Announcement or such later time as may be agreed by the 
Panel; and 
 
(iii) the Scheme becoming Effective (or a Takeover Offer, as applicable, 
becoming wholly unconditional) on or before the date being 185 days following 
the date of this Announcement; and 
 
(iv) no person other than Sword Aquila or any person acting in concert with 
Sword Aquila announcing prior to the date on which the Active Risk Shareholders 
are required to vote in favour of the Scheme a firm intention (in accordance 
with Rule 2.7 of the Code) to make an offer (within the meaning of the Code), 
which is not the subject of pre-conditions, to acquire all the equity share 
capital of Active Risk, other than that already owned by the person making such 
offer, on terms which represent an improvement of 10 per cent. or more on the 
value of the consideration offered under the Acquisition 
 
This irrevocable undertaking will cease to be binding if: 
 
(i) the Scheme does not become Effective, or lapses, in accordance with its 
terms; or 
 
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and 
with the consent of the Panel, publicly announce that it will implement the 
Acquisition by means of a Takeover Offer) or any competing offer is made which 
is declared wholly unconditional or otherwise becomes effective. 
 
Letters of intent 
 
Sword Aquila has received letters of intent to vote (or to procure the voting) 
in favour of the Scheme at the Court Meeting from the following holders or 
controllers of Active Risk Shares: 
 
 
                                                         Number of   % of Active 
                                                       Active Risk   Risk Shares 
Name                                                        Shares      in issue 
 
 
Harwood Capital Management LLP                           4,885,506         14.65 
 
Sanne Trust Company Limited in its capacity as trustee 
of the Active Risk Group plc Employee Benefit Trust      1,429,489          4.29 
 
Total                                                    6,314,995         18.94 
 
 
In the event that either (i) the Scheme Document is not published within 28 
days of the date of the publication of this Announcement or (ii) the Scheme 
does not become Effective on or before the date being 185 days following the 
date of this Announcement the letters of intent shall lapse. 
 
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING 
THE DISCLOSURE 
 
Details of any interests, short positions and rights to subscribe of any person 
acting in concert with the party to the offer making the disclosure: 
 
None 
 
If there are positions or rights to subscribe to disclose in more than one 
class of relevant securities of the offeror or offeree named in 1(c), copy 
table 3 for each additional class of relevant security. 
 
Details of any open derivative or option positions, or agreements to purchase 
or sell relevant securities, should be given on a Supplemental Form 8 (Open 
Positions). 
 
Details of any securities borrowing and lending positions or financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL). 
 
4. OTHER INFORMATION 
 
(a) Indemnity and other dealing arrangements 
 
Details of any indemnity or option arrangement, or any agreement or 
understanding, formal or informal, relating to relevant securities which may be 
an inducement to deal or refrain from dealing entered into by the party to the 
offer making the disclosure or any person acting in concert with it: 
 
If there are no such agreements, arrangements or understandings, state "none" 
 
None 
 
(b) Agreements, arrangements or understandings relating to options or 
derivatives 
 
Details of any agreement, arrangement or understanding, formal or informal, 
between the party to the offer making the disclosure, or any person acting in 
concert with it, and any other person relating to: 
 
(i) the voting rights of any relevant securities under any option; or 
 
(ii) the voting rights or future acquisition or disposal of any relevant 
securities to which any derivative is referenced: 
 
If there are no such agreements, arrangements or understandings, state "none" 
 
None 
 
(c) Attachments 
 
Are any Supplemental Forms attached? 
 
Supplemental Form 8 (Open Positions)                                  /NO 
 
Supplemental Form 8 (SBL)                                             /NO 
 
Date of disclosure:                     11 July 2013 
 
Contact name:                           Richard Tall 
 
Telephone number:                       020 3465 4200 
 
Public disclosures under Rule 8 of the Code must be made to a Regulatory 
Information Service and must also be emailed to the Takeover Panel at 
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available 
for consultation in relation to the Code's dealing disclosure requirements on 
+44 (0)20 7638 0129. 
 
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk. 
 
 
 
 
END 
 

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