FFI Holdings plc

07/02/2019 | Press release | Distributed by Public on 07/02/2019 10:55

Recommended Mandatory Offer for FFI Holdings PLC

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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

For immediate release

2 July2019

RECOMMENDED MANDATORY CASH OFFER

by

LUMIERE ACQUISITIONS COMPANY LLC ('Lumiere'), a wholly-owned subsidiary of the 777 GROUP

for the entire issued and to be issued ordinary share capital of

FFI HOLDINGS PLC ('FFI')

not already agreed to be acquired by Lumiere

Introduction

Today, Lumiere agreed to acquire 47,476,547 FFI Shares, representing 30.1 per cent. of the Total FFI Shares, from Steven Ransohoff, the CEO and executive director of FFI and The Crystal Court Trust, a trust of which Steven Ransohoff and his immediate family are the beneficiaries (the 'Sellers'), at a price of 24.99pence per FFI Share (the 'Acquisition'). It is expected that the Acquisition will complete on or around the date of this Announcement.

Following completion of the Acquisition, Lumiere will hold 47,476,547 FFI Shares, representing 30.1 per cent. of the Total FFI Shares and voting rights of FFI, and the Lumiere Concert Party (as more particularly described below) will, in aggregate, hold 107,965,563FFI Shares, representing 68.4per cent. of the Total FFI Shares and voting rights of FFI.

As a result of the Acquisition, under Rule 9 of the Takeover Code, Lumiere is required to make a mandatory cash offer (the 'Offer') for the FFI Shares not already held or agreed to be acquired by Lumiere, at a price of 25 pence per FFI Share (being not less than the price per FFI Share being paid to the Sellers). Members of the Lumiere Concert Party (other than Lumiere) have undertaken not to accept the Offer (as more particularly described below).

Lumiere will make the Offer through the publication and dispatch of the Offer Document and Form of Acceptance, both of which will be posted to FFI Shareholders as soon as reasonably practicable and, in any event within 28 days after the date of this Announcement, other than to FFI Shareholders resident in a Restricted Jurisdiction. The Offer Document will contain the formal terms of the Offer.

Summary of the Offer

·

Following Lumiere triggering the obligation to make the Offer, the board of directors of Lumiere are pleased to announce that the Independent FFI Directors intend to recommend unanimously that FFI Shareholders accept the Offer. The Offer will be made by way of a contractual offer under the Takeover Code and within the meaning of Part 28 of the Companies Act 2006.

·

Under the Offer, further terms of which are set out in Appendix 1 of this Announcement and which will be set out in full in the Offer Document and Form of Acceptance, FFI Shareholders will receive:

25 pence in cash for each FFI Share held.

·

The Offer will extend to all issued FFI Shares which are not held by Lumiere and any further FFI Shares which are unconditionally allotted or issued and fully paid before the Offer closes. The members of the Lumiere Concert Party (other than Lumiere) have undertaken not to accept the Offer.

·

As a result of the Acquisition, the Lumiere Concert Party will, in aggregate, hold 107,965,563FFI Shares, representing 68.4per cent. of the existing issued share capital and voting rights of FFI.

·

Following completion of the Acquisition, the Offer will be unconditional from the outset as the Lumiere Concert Party will hold more than 50 per cent. of the existing issued share capital of FFI. Accordingly, the Offer will not be subject to any minimum acceptance condition.

·

The Offer Price represents a premium of approximately:

o

28.2 per cent. to the Closing Price per FFI Share of 19.50 pence on 1 July2019 (being the last Business Day prior to the date of this Announcement);

o

31.2 per cent. to the average Closing Price per FFI Share of 19.06 pence since 2 June2019 (being the one-month period prior to the date of this Announcement); and

o

38.4 per cent. to the average Closing Price per FFI Share of 18.07 pence since 2 April2019 (being the three-month period prior to the date of this Announcement).

·

The Offer values the entire issued and to be issued share capital of FFI, at approximately £39.5 million.

·

FFI Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests together with all rights attaching thereto including, without limitation, the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.

·

Lumiere reserves the right to reduce the Offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by FFI to the holders of FFI Shares.

·

Lumiere will finance the Offer from its existing cash resources.

·

Lumiere is a wholly-owned subsidiary of the 777 Group. The 777 Group was founded in 2015 as the result of a management buyout of SuttonPark Capital. The 777 Group is focused on a broad spectrum of financial services businesses, asset originators, and financial technology and service providers by combining proprietary capital, underwriting expertise, and technology with investments in human capital. The 777 Group applies its collective experience through six primary business lines: Insurance, Litigation Finance, Consumer Finance, Software as a Service, Aviation and Energy & Infrastructure. The 777 Group's portfolio companies have the additional benefit of leveraging the management teams and market knowledge of the platform's other businesses. The 777 Group manages approximately $1.9bn of assets across more than 30 portfolio companies.

·

FFI is the holding company of Film Finances, Inc., a provider of production, financing, evaluation and monitoring services to the entertainment industry. Founded in 1950, FFI has been listed on AIM since 2017. FFI's primary focus has been the provision of completion contracts, which guarantee the financiers of films, television productions and, more recently, streamed content that the productions will be completed on time, on budget and to a basic pre-agreed specification. Today, FFI's operations includes pre- and post-production services, content investment, general risk insurance and distribution.

·

The 777 Group has broad experience in the global insurance sector and believes that the strong FFI brand, strong market position and diversified revenue streams makes FFI an attractive business that would fit well within the 777 Group's portfolio of companies. The Lumiere Directors believe in the underlying fundamentals of FFI and believe that FFI would benefit from the 777 Group's relationship network, footprint, capital sources and experience in transactions.

Recommendation of the Offer by Independent FFI Directors

The Independent FFI Directors, who have been so advised by finnCap as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable and intend unanimously to recommend the Offer. In providing its advice to the Independent FFI Directors, finnCap has taken into account the commercial assessments of the Independent FFI Directors. finnCap is providing independent financial advice to the Independent FFI Directors for the purposes of Rule 3 of the Takeover Code.

Further details of the recommendation and their intentions with regard to the Offer are set out in paragraphs 4 and 5 below.

SPA and irrevocable undertakings

Lumiere and the Sellers entered into the SPA on 2 July2019, which commits Lumiere to buy, and the Sellers to sell, 47,476,547 FFI Shares, representing 30.1 per cent. of the Total FFI Shares, at a price of 24.99 pence per FFI Share.

Under the terms of the Concert Party Agreement, the members of the Lumiere Concert Party, in aggregate holding 107,965,563FFI Shares, representing 68.4per cent. of the Total FFI Shares, have undertaken irrevocably not to accept the Offer, and to vote in favour of the proposed Delisting, Re-registration and adoption of New Articles.

General

The Offer will remain open for acceptance, subject to the provisions of Appendix 1 of this Announcement and the terms of the Offer Document, until 1.00 p.m. on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding business day.

The Offer Document and the Form of Acceptance will be posted to FFI Shareholders as soon as reasonably practicable and, in any event within 28 days after the date of this Announcement, other than to FFI Shareholders resident in any Restricted Jurisdiction.

The Offer Document and the Form of Acceptance will also be made available to all FFI Shareholders, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at no charge to them on FFI's website at http://www.filmfinances.com/ and Lumiere's website at https://www.lumiereacquisition.com/.

The full terms of and conditions to the Offer will be set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, FFI Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance.

Regardless of the outcome of the Offer, the FFI Board has separately and independently concluded that it would be in the best interests of the Company to effect a Delisting and Re-registration. Accordingly, at or around the same time as the Offer Document is posted by Lumiere, FFI intends to send a circular to FFI Shareholders convening a general meeting to put forward resolutions to approve the Delisting, Re-registration and adoption of New Articles as soon as reasonably practicable. Therefore, in deciding whether or not to accept the Offer, FFI Shareholders should take into account that there is a significant likelihood that the admission to trading on AIM of FFI Shares will be cancelled regardless of the outcome of the Offer, in particular, in light of the fact that the members of the Lumiere Concert Party have all undertaken to vote in favour of the Delisting, Re-registration and adoption of New Articles, as set out further in paragraph 4 below.

Share Purchases

Lumiere may purchase or arrange to purchase FFI Shares otherwise than under the Offer, at the Offer Price of 25 pence per FFI Share. FFI Shareholders interested in selling their FFI Shares in cash should contact Cantor Fitzgerald Europe on +44 20 7894 7590 who have authority to make market purchases on behalf of Lumiere (subject to normal settlement).

Comments

Commenting on the Offer, Julian Bartlett, Non-Executive Director of FFI and Independent FFI Director, said:

'FFI's time on AIM has been blighted by a number of industry specific headwinds which have largely been beyond our control; the diversification strategy we have followed will, we believe, in the longer term bear fruit though in the meantime it is pleasing to be able to offer liquidity to those shareholders wanting to realise value at a meaningful premium to the current share price and in that respect we welcome the offer from Lumiere.'

Commenting on the Offer, Josh Wander, Managing Partner and Co-Founder of the 777 Group, said:

'We are very excited to partner with FFI. We believe they are a highly attractive company with a strong brand and a rich history in the entertainment industry. Their reputation as the entertainment industry leader in providing innovative financial solutions, primarily through completion contracts, is consistent with the 777 Group's approach to financial services.

FFI will be able to leverage the 777 Group's significant M&A experience and breadth of coverage in the global insurance industry and will also have the benefit of leveraging the knowledge and expertise of the management of the 777 Group's subsidiary businesses.

Our investment in FFI is a clear sign of our belief in the Company, its management and their strategy to diversify revenue and grow through acquisition.'

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement (including its Appendices). The Offer will be subject to the further terms of the Offer set out in Appendix 1 to this Announcement and to be set out in the Offer Document. Appendix 2 sets out the sources of information and bases of calculations used in this Announcement. Appendix 3 contains the definitions of certain terms used in this summary and in the full text of this Announcement.

Enquiries

Lumiere

Jorge Beruff

+1 212 397 6102

Sidney Li

+1 305 921 2801

Craven Street Capital Limited (financial adviser to Lumiere) +44 20 3890 8687



Norton Rose Fulbright LLP are retained as legal advisers to the 777 Group as to English law. Goodwin Procter (UK) LLP are retained as legal advisers to FFI as to English law.

Charles Lens

Donald Sinton

FFI Holdings plc

David Sasso (Head of Investor Relations and Public Relations)

+1 310 275 7323 ext. 292

finnCap Ltd (financial adviser to FFI) +44 20 7220 0500

Henrik Persson

Julian Blunt

Simon Hicks



Important notices relating to the financial advisers

Craven Street Capital Limited, which is an appointed representative of Resolution Compliance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Lumiere and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Lumiere for providing the protections afforded to clients of Craven Street Capital Limited or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to in this Announcement. Craven Street Capital Limited has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which it appears.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to FFI and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than FFI for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. finnCap Ltd has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name and the advice it has given to FFI in the form and context in which they appear.

Further information

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS OF THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). FFI SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY, ONCE THEY HAVE BEEN DISPATCHED, WHICH LUMIERE EXPECTS TO DO SHORTLY.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, the Lumiere Concert Party and other information published by Lumiere and FFI may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of Lumiere and/or FFI and certain plans and objectives of the Independent FFI Directors and the Lumiere Directors with respect thereto. These forward-looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as 'anticipate', 'target', 'expect', 'estimate', 'budget', 'scheduled', 'forecasts', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Independent FFI Directors and/or the Lumiere Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. 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 and the factors described in the context of such forward looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although FFI and Lumiere believe that the expectations reflected in such forward looking statements are reasonable, neither Lumiere nor FFI, nor any of their respective associates or directors, officers or advisers, or any person acting on the behalf of Lumiere or FFI 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. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA), none of Lumiere, FFI, any member of the 777 Group, nor any Lumiere Director or FFI Director, nor any of their respective advisers, associates, directors or officers is under any obligation, and such persons 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. No undue reliance should therefore be placed on these forward-looking statements which speak only as at the date of this Announcement.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 3.30pm (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.

Information relating to FFI Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by FFI Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from FFI may be provided to Lumiere during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, FFI confirms that, as at the date of this Announcement, it has 157,820,243 ordinary shares of 1p each in issue and admitted to trading on the Main Market of the London Stock Exchange under the ISIN reference GB00BF04DT64.

Purchases outside the Offer

Lumiere or its nominees or brokers (acting as agents) may purchase FFI Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Any such purchases will comply with the Takeover Code and the rules of the London Stock Exchange. Details about such purchases will be disclosed in accordance with Rule 8 of the Takeover Code.

No profit forecasts or quantified financial benefits statement

Other than the FY19 Profit Forecast, no statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement.

FFI Shareholders outside the United Kingdom

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions.

Failure to comply with any such 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement, the Offer Document, the Form of Acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

The receipt of cash pursuant to the Offer by FFI Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each FFI Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover 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 England and Wales.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

Publication of this Announcement and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FFI's website at http://www.filmfinances.com/ and on Lumiere's website at https://www.lumiereacquisition.com/by no later than 12 noon (London time) on 3 July2019 until the end of the Offer Period.

Neither the content of Lumiere's nor FFI's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

In addition, in accordance with Rule 30 of the Takeover Code, a hard copy of this Announcement and any information incorporated by reference in this Announcement may be requested by contacting finnCap on +44 (0) 20 7220 0500 or by writing to them at finnCap Ltd, 60 New Broad Street, London, EC2M 1JJ, United Kingdom.

FFI Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Takeover Code.

Right to switch to a scheme of arrangement

Lumiere reserves the right to elect, with the consent of the Panel and FFI, to implement the Offer by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, as an alternative to the Offer. In such an event, the Offer would be implemented on the same terms or, if Lumiere so decides, on such other terms being no less favourable, so far as applicable, as those which would apply to the Offer, subject in each case to appropriate amendments to reflect the change in method of effecting the Offer.

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 the figures that precede them.

Inside information and Market Abuse Regulation ('MAR')

Certain FFI Shareholders were, with the consent of the Panel, formally brought inside in order to discuss the Concert Party Agreement. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information are no longer in possession of inside information relating to FFI and its securities.

Status of Announcement

This Announcement does not constitute a prospectus or prospectus equivalent document.


THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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

For immediate release

2 July2019

RECOMMENDED MANDATORY CASH OFFER

by

LUMIERE ACQUISITIONS COMPANY LLC ('Lumiere'), a wholly-owned subsidiary of the 777 GROUP

for the entire issued and to be issued ordinary share capital of

FFI HOLDINGS PLC ('FFI')

not already agreed to be acquired by Lumiere

1. Introduction

Following Lumiere triggering the obligation under Rule 9 of the Takeover Code to make the Offer (as described in the Introduction above), the board of directors of Lumiere are pleased to announce that the Independent FFI Directors intend to recommend the Offer. The Offer will be made by way of a contractual offer under the Takeover Code and within the meaning of Part 28 of the Companies Act 2006.

2. The Offer

The Offer, which will be subject to the further terms set out in Appendix 1 to this Announcement and to the full terms to be set out in the Offer Document, will be made on the following basis:

25 pence in cash for each FFI Share held.

The Offer Price represents a premium of approximately:

·

28.2 per cent. to the Closing Price per FFI Share of 19.50 pence on 1 July2019 (being the last Business Day prior to the date of this Announcement);

·

31.2 per cent. to the average Closing Price per FFI Share of 19.06 pence since 2 June2019 (being the one-month period prior to the date of this Announcement); and

·

38.4 per cent. to the average Closing Price per FFI Share of 18.07 pence since 2 April2019 (being the three-month period prior to the date of this Announcement).

The Offer values the entire issued and to be issued share capital of FFI, at approximately £39.5 million.

The Lumiere Directors believe the Offer represents an attractive opportunity for FFI Shareholders to realise their investment at a substantial premium to FFI's current market value.

The Offer will extend to all issued FFI Shares which are not held by Lumiere and any further FFI Shares which are unconditionally allotted or issued and fully paid before the Offer closes. Members of the Lumiere Concert Party (other than Lumiere) have undertaken not to accept the Offer.

The Offer will remain open for acceptance, subject to the provisions of Appendix 1 of this Announcement and the terms of the Offer Document, until 1.00 p.m. on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding business day.

FFI Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests together with all rights attaching thereto including, without limitation, the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.

Lumiere reserves the right to make an equivalent reduction in its Offer Price if FFI announces, declares or pays any dividend or any other distribution to FFI Shareholders on or after the date of this Announcement.

3. Background to and reasons for the Offer

As noted above, as a result of the Acquisition, under Rule 9 of the Takeover Code, Lumiere is required to make the Offer at a price of 25 pence per FFI Share, being not less than the price per FFI Share being paid to the Sellers.

As set out in paragraph 8below, FFI is a world leader in the provision of completion contracts to the entertainment industry, with a respected and trusted brand position, an extensive network of industry relationships, and a demonstrated ability to leverage its position and provide various ancillary services and products to the makers of film and television productions.

Despite growing revenues and a proven track record of executing strategic acquisitions, FFI has experienced a number of setbacks predominantly in its original completion contracts business including contract cancellations, delays in the timing of revenues and smaller average production sizes. As a consequence, FFI has experienced volatility in its reported earnings, something Lumiere believes is more manageable under private ownership.

The earnings volatility, a concentration of FFI Shares in the hands of a small group of investors and underlying issues within the entertainment industry have resulted in poor FFI Share price performance since admission of FFI Shares to trading on AIM on 30 June 2017 (the 'Admission'). In the context of the significant FFI Share price decline since IPO, Lumiere believes it will be difficult for FFI to raise additional funding to support further M&A. Lumiere is supportive of investing further capital into FFI to support further M&A, subject to the completion of the Offer and the Delisting.

As a consequence, the 777 Group decided to make the Acquisition and the Offer and to support the proposed Delisting.

The 777 Group has broad experience in the global insurance sector and believes that the strong FFI brand, strong market position and diversified revenue streams makes FFI an attractive business that would fit well within the 777 Group's portfolio of companies and under private ownership. The Lumiere Directors believe in the underlying fundamentals of FFI and believe that FFI would benefit from the 777 Group's relationship network, footprint, capital sources and experience in transactions.

The Lumiere Directors believe that the Offer represents an attractive opportunity for FFI Shareholders to exit at a substantial premium to the prevailing FFI Share price, as set out in paragraph 2above.

Further details on Lumiere's intentions in relation to FFI, its management and employees are set out in paragraph 12below.

4. Background to and reasons for the recommendation of the Independent FFI Directors

The FFI Board is acutely aware that the price performance of FFI Shares has been disappointing since Admission. Whilst acknowledging that the Company has faced trading challenges in its original completion contracts business, largely driven by factors beyond the FFI Board's control, the Independent FFI Directors consider that the value attributable to the acquisitions made since Admission and the potential for recovery in the completion contracts business are not currently reflected in the share price.

The FFI Board clearly laid out its strategy to expand and diversify its ancillary business offerings at the time of Admission and has been active in pursuing opportunities resulting in the successful completion of a number of transactions:

·

In November 2017 the acquisition of EPS-Cineworks Digital Studios was announced. Operating principally in North America, EPS-Cineworks is a full service, digital, post-editing machine rental business, servicing numerous theatrical and television productions.

·

In December 2017 the Company completed the acquisitions of Buff Dubs Pty. Ltd and Reel Media LLC. Buff Dubs is an Australian post-production service company with technology leadership in encoding, transcoding, media duplication and mastering, whilst Reel Media is a US-based entertainment insurance agency and specialty brokerage that offers numerous insurance products to the entertainment industry globally.

·

In January 2018 the Company announced the acquisition of the motorsports entertainment insurance book of business from All Risks Ltd, the largest U.S. independent wholesale brokerage in the U.S. The motorsports entertainment business provides specialty and commercial coverages to race teams, racetracks, sanctioning bodies, associations, road courses, and motorsports special events & activities.

·

In April 2018 the Company completed the acquisition of Signature Entertainment UK one of the largest distributors of films in the UK.

The FFI Board believes that these acquisitions have diversified the FFI Group's earnings away from a reliance on completion contracts, and that they will, in the longer term, generate value for FFI Shareholders.

The adverse impact on the Company's share price has reduced the FFI Board's ability to raise meaningful equity capital on acceptable terms or to use new equity issuance as consideration for acquisitions; both of these were clear ambitions of the FFI Board at the time of Admission.

These factors, combined with the concentration of an overwhelming majority of FFI Shares in the hands of a small group of investors, has, in the FFI Board's opinion, led to very limited liquidity in the trading of FFI Shares (i.e. a 30 day average daily volume of approximately 62,789 shares representing approximately £12,243.88 in value, based upon the Closing Price per FFI Share of 19.5 pence on 1 July 2019 (being the last Business Day prior to the date of this Announcement).

The Company is also subject to significant direct and indirect costs associated with the maintenance of its AIM admission, including annual fees payable to the London Stock Exchange, the professional fees of its advisers and the costs of complying with corporate governance and reporting requirements. The FFI Board believes that the limited liquidity in FFI Shares indicates that the burden of these costs may outweigh the benefits of the FFI Shares being traded on AIM. A cancellation of admission to trading on AIM would eliminate these costs, enabling management to focus exclusively on the delivery of the FFI Board's strategy.

Consequently, regardless of the outcome of the Offer, the FFI Board has separately and independently concluded that it would be in the best interests of the Company to effect a Delisting and Re-registration. Accordingly, at or around the same time as the Offer Document is posted by Lumiere, FFI intends to send a circular to FFI Shareholders convening a general meeting to put forward resolutions to approve the Delisting, Re-registration and adoption of New Articles as soon as reasonably practicable.The New Articles will include drag along, tag along and certain pre-emption rights on transfer which would apply to remaining FFI Shareholders going forward. FFI Shareholders wishing to remain invested in the Company may do so by electing not to accept the Offer, subject to the risks set out below. Alternatively, the Offer provides existing FFI Shareholders with an opportunity to realise value for their FFI Shares at a meaningful premium to the current price per FFI Share, before the Company is Delisted.

The Independent FFI Directors note that the Offer is unconditional from the outset, and that while the Delisting, Re-registration and adoption of New Articlesrequires votes in favour from 75 per cent. of those FFI Shareholders present and voting, the Delisting, Re-registration and adoption of New Articlesare highly likely to occur taking into account the aggregate holding of the members of the Lumiere Concert Party (all of whom have undertaken to vote in favour of the Delisting, Re-registration and adoption of New Articlesunder the Concert Party Agreement) before taking into account any acceptances under the Offer.

The Independent FFI Directors acknowledge that the Offer Price, whilst recommendable, may not fully recognise the potential shareholder value which may (or may not) be generated in the longer term following the integration of the acquisitions and the execution of the FFI Board's strategy.

The Independent FFI Directors understand that the Lumiere Concert Party, by entering into the Concert Party Agreement with Lumiere and electing not to accept the Offer, has made a decision based in part on its appraisal of the future commercial benefits deliverable from the involvement and support of the 777 Group (as more fully described in paragraph 12below) and continuing to execute the FFI Board's strategy away from the public markets. As noted above, given that the Offer will be unconditional from the outset, no competing offer could succeed and the Independent FFI Directors have taken this into account when forming their views on the Offer.

Assuming the Delisting, Re-registration and adoption of New Articlesproceed, not accepting the Offer would involve a number of significant risks which include, but are not limited to:

·

the FFI Shares will not be listed or traded on AIM or on any other exchange or market, and so there will be limited or no opportunity for FFI Shareholders to sell or buy FFI Shares;

·

on the assumption that a majority of the board of directors of FFI remain resident outside of the United Kingdom, FFI will not be subject to the Takeover Code, the implications of which will be set out further in the circular to be sent by FFI to FFI Shareholders at or around the same time as Lumiere posts the Offer Document, but in particular, Shareholders will not receive the protections afforded by the Takeover Code in the event that there is a subsequent offer to acquire their FFI Shares or in relation to any other change of control of FFI;

·

the Company will not be subject to the AIM Rules or the QCA Corporate Governance Code or any similar rules or regulations applying to companies with securities admitted to or traded on AIM which may provide protections for FFI Shareholders;

·

the Company will be controlled by the Lumiere Concert Party under the terms of the Concert Party Agreement; and

·

the adoption of the New Articles would incorporate drag along, tagalong and certain pre-emption rights on transfer, which would provide FFI Shareholders with certain rights and also impose certain restrictions and obligations, which are not contained in the Company's current articles of association.

5. Recommendation of the Offer by Independent FFI Directors

The Independent FFI Directors, having been so advised by finnCap as to the financial terms of the Offer, consider that the Offer is fair and reasonable. Therefore, having carefully considered all of the factors above and, in particular, that the Offer will be unconditional from the outset and that no other exit opportunity is likely to be available to FFI Shareholders in the short to medium term, the Independent FFI Directors believe that accepting the Offer is in the best interests of FFI Shareholders and the Independent FFI Directors intend to recommend unanimously that FFI Shareholders accept the Offer. In providing its advice to the Independent FFI Directors, finnCap has taken into account the commercial assessments of the Independent FFI Directors. finnCap is providing independent financial advice for the purposes of Rule 3 of the Takeover Code to the Independent FFI Directors.

Notwithstanding the above advice to FFI Shareholders, the Independent FFI Directors do however, in their personal capacity as FFI Shareholders, continue to believe in the merit and longer term potential of the Company's business and the FFI Board's strategy, as more fully described in paragraph 8 and the prospect of continuing to execute this away from the public markets in conjunction with the 777 Group, as more fully described in paragraph 12. Accordingly, the Independent FFI Directors are not intending to accept the Offer in respect of their holdings of FFI Shares, being 665,000shares representing 0.4per cent. of Total FFI Shares in aggregate. In making this decision, in their personal capacities as FFI Shareholders, and electing not to accept the Offer each Independent FFI Director is fully aware of, and prepared to accept, the associated risks described above.

If any FFI Shareholder, in light of its own investment objectives and having taken independent advice appropriate to its own financial circumstances, concludes that it is comfortable with the risks and implications of maintaining a shareholding following the Delisting, Re-registration and adoption of New Articles, it is possible for that FFI Shareholder to take no action and not accept the Offer, as the majority of the FFI Board and Lumiere Concert Party intend to do.

6. Information relating to Lumiere and the 777 Group

Lumiere is a wholly-owned subsidiary of the 777 Group, owned 33 per cent. by 777 Partners LLC ('777') and 67 per cent. by 600 Partners LLC ('600'). The 777 Group is focused on six primary business lines: Insurance, Litigation Finance, Consumer Finance, Software as a Service, Aviation and Energy & Infrastructure, combining proprietary capital, underwriting expertise, and technology with investments in human capital. The 777 Group aims to create long-term value for its stakeholders by combining the deployment of proprietary capital, underwriting expertise in alternative assets and a technology- and data-driven approach with management-friendly structures.

777 was founded by Josh Wander and Steven W. Pasko in 2015 as the result of a management buyout of SuttonPark Capital, LLC ('SuttonPark') from PennantPark Investment Corporation. SuttonPark is a wholesale aggregator and servicer of structured settlements. As 777 expanded into the additional business lines detailed above, 777's operations were restructured in 2017 such that 600 was established alongside 777 as a legally separate and distinct sister company, and a number of 777's portfolio companies were transferred to 600, thereby forming the 777 Group (although in practice, as 777 is the main operational entity, '777 Partners' is the market facing brand of the 777 Group).

777's investment professionals, under the supervision of Josh Wander and Steven W. Pasko, assess, negotiate, and supervise all acquisitions and portfolio companies across the 777 Group. The accounts of 777 Group are prepared and audited on the basis of a consolidation of 777 and 600 and as of 31 December 2018, the 777 Group has approximately $1.9bn of assets across more than 30 portfolio companies.

777 and 600, as the holding companies of the 777 Group, control the 777 Group's portfolio companies. 777 and 600 are in turn controlled by SuttonPark Acquisition LLC (SP) and SuttonPark Acquisition II LLC (SPII) respectively, which are intermediate holding companies under the control of Josh Wander and Steven W. Pasko (in the case of SP) and Steven W. Pasko (in the case of SPII), which have no material assets or operations other than their respective holdings in 777 and 600.

Josh Wander and Steven W. Pasko are the Managing Partners of 777 and Steven W. Pasko is the Managing Partner of 600. Josh Wander and Steven W. Pasko together drive asset origination across the 777 Group.

777's senior management team comprises industry veterans with backgrounds in private equity, venture capital, investment banking, financial technology, insurance, actuarial science, asset management, structured-credit, asset-backed securities, risk analytics, complex commercial litigation and computer science.

The 777 Group's portfolio companies have the additional benefit of leveraging the management teams and market knowledge of the 777 Group's platform and other portfolio companies.

Further information on the 777 Group can be found on its website at www.777part.com.

Steven W. Pasko

As noted above, Steven W. Pasko co-founded 777 in 2015 as part of the management buyout of SuttonPark Capital from PennantPark. Prior to joining PennantPark in 2008, he held Managing Director positions at Natixis Capital Markets and Bankers Trust (now part of Deutsche Bank) where he was responsible for asset securitizations, mergers & acquisitions, financing and equity capital markets. Mr. Pasko also held leadership positions pioneering specialty finance at Salomon Brothers and Drexel Burnham Lambert. He has a B.A. in Business Administration from Rutgers College and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Pasko serves as CEO of SuttonPark and sits on the board of F3EA Holdings.

Josh Wander

As noted above, Josh Wander co-founded 777 in 2015 as part of the management buyout of SuttonPark Capital from PennantPark. Prior to founding 777, he held executive roles at SuttonPark, First Sustainable LLC, and Structured Asset Funding where he sourced, structured, and financed alternative assets. Mr. Wander directs strategy and investment at the 777 Group and sits on the boards of F3EA Holdings, Signal Legal, and First Sustainable. He has a B.S. in Finance from the University of Florida.

7. Information on the Lumiere Concert Party and the Concert Party Agreement

Following completion of the Acquisition, Lumiere will hold 47,476,547 FFI Shares, representing 30.1 per cent. of the Total FFI Shares and voting rights of FFI, and the Lumiere Concert Party will, in aggregate, hold 107,965,563FFI Shares, representing 68.4per cent. of the Total FFI Shares and voting rights of FFI.

The Lumiere Concert Party comprises Lumiere, Golden Sun, JDT, James Terlizzi, the Trattner Trust, Antony Mitchell, Timothy Trankina and Stephen Argent. The Offer is being made by Lumiere.

Golden Sun is a Bahamas-based investment fund administered by the Winterbotham Trust Company Limited. Golden Sun is FFI's largest shareholder. David Haring, who has a history of working with other members of the Lumiere Concert Party, is a significant investor in Golden Sun.

JDT is a holding company through which James Terlizzi, the Non-Executive Chairman of FFI, holds his FFI Shares.

The Trattner Trust is a trust, whose beneficiaries are Gregory Trattner, a senior executive at FFI, and his family.

Antony Mitchell is the Chief Operating Officer and an executive director of FFI.

Timothy Trankina was the Chief Financial Officer and an executive director of FFI at the time of admission of FFI Shares to trading on AIM. Timothy Trankina resigned from his roles with FFI in October 2018.

Stephen Argent is a Non-Executive Director of FFI.

All of the members of the Lumiere Concert Party, apart from Lumiere, were considered by the Panel to be acting in concert at the time of admission of FFI Shares to trading on AIM. All of the members of the Lumiere Concert Party have entered into the Concert Party Agreement to formalise the agreement of its members to pursue the implementation of the Offer, Delisting, Re-registration, adoption of New Articlesand consolidation of control in respect of the Company.

The Concert Party Agreement provides, among other things, that the members of the Lumiere Concert Party will vote together on matters relating to FFI, including voting in favour of the proposed Delisting, Re-registration and adoption of New Articles, that they will not accept any other offer for FFI Shares from a third party or otherwise sell their FFI Shares while the Offer remains open for acceptance and includes certain pre-emption provisions where members of the Lumiere Concert Party are interested in selling their FFI Shares.

8. Information relating to FFI

FFI is the holding company of Film Finances, Inc., a provider of production, financing, evaluation and monitoring services to the entertainment industry. Founded in 1950, FFI has been listed on AIM since 2017.

FFI is a world leader in the provision of completion contracts to the entertainment industry for films, television, mini-series and streaming product. With a respected and trusted brand position at the centre of the independent film and television entertainment industry and an extensive network of industry relationships with producers and financiers involved in the production of films, television and other content, the Company has been able to secure a leading market share globally and a high level of repeat business from existing clients in its completion contract business. As a consequence of its role in the production life cycle, through the issuance of completion contracts and monitoring of the entire production process, FFI has been able to leverage its position and provide various ancillary services and products to the makers of film and television productions.

FFI's primary focus has been the provision of completion contracts, which guarantee the financiers of films, television productions and, more recently, streamed content that the productions will be completed on time, on budget and to a basic pre-agreed specification. Today, FFI's operations includes pre- and post-production services, content investment, general risk insurance and distribution.

The FFI Board is now implementing a threefold growth strategy comprising:

·

Acquisitions of non-creative ancillary services businesses, such as editing solutions, post-production accounting, collection services, localisation, sound design and visual effects, in order to diversify the Company away from a reliance on completion contracts. The FFI Board's acquisition strategy began shortly before Admission, with the acquisition of Rainbow Production Services, LLC, which trades as Pivotal Post, a leading provider of post-production equipment rental to filmmakers in North America and Europe and has continued since Admission with a number of further acquisitions, referred to in more detail in paragraph 4, which the FFI Board believes will help FFI to benefit from the changing market place for creators of both film and television content. Each of these transactions have shared a common objective, namely to ensure that FFI has importance to producers of entertainment and content irrespective of their need for completion contracts.

·

Expansion of its ongoing completion contract offering into China. China's entertainment industry has experienced unprecedented growth in recent years and is the fastest growing film market in the world. China's box office is expected to reach approximately $15 billion by 2020, exceeding North America as the world's largest market in box office revenue. With well-developed and robust streaming platforms in place and plans to produce thousands of hours of new programming to satisfy increased demands in these areas, the FFI Board believes that China offers an exciting potential market for FFI. To this end FFI has been building its corporate presence in China, where it is a provider of completion contracts to the entertainment market and is also in the process of broadening its influence to provide consulting services for entertainment insurance and other services, via its relationship with the People's Insurance Company of China.

·

Strategic low risk investment in content. The entertainment industry is in a constant state of flux, evolving and adapting with the development of new technologies, new platforms and evolving consumer habits. Alongside the growing consumption of content, driven by the proliferation of streaming services and the evolution of viewing habits through mobile devices and over-the-top services, so too the type of content being consumed and the manner in which it is produced, financed and distributed is changing. Due to FFI's awareness of projects at an early stage and its network within the entertainment industry, FFI is occasionally asked or is given the opportunity to invest in content, where a predetermined sale to global distributors can be identified on a profitable basis.

FFI operates through its 11 global offices in Los Angeles, London, Stockholm, Toronto, New York, Cape Town, Cologne and Shanghai.

FFI employed an average of 127 people and had annual turnover of $58.9 million and made a profit before tax of $5.3 million in the financial year ending 31 March 2018. For the six months to 30 September 2018, FFI had turnover of $45.6 million and made a profit before tax of $4.7 million.

Further information on FFI can be found on its website at http://www.filmfinances.com/.

9. Current Trading and Prospects

On 4 March 2019, FFI provided the following trading update:

'FFI Holdings PLC (AIM: FFI), a world-leading provider in the provision of diversified services across the entertainment industry, provides a trading update ahead of reporting its results for the fiscal year ending 31 March 2019.

The Company's Completion Contract business has been experiencing a significantly slower second half of fiscal 2019 primarily driven by timing of closing current deals, a decrease in average production size, lack of larger production titles and reserves for possible claims, the details of which are still be [sic] worked out. Additionally, the Company's Insurance Agency business has been impacted by the delay in certain larger production titles which were originally scheduled for calendar Q1 2019. These titles are now expected to close in calendar Q2 2019. The combined impact is expected to be approximately $6 million of EBIT. While there is considerable uncertainty in the incidence and timing of a number of items, the Board of Directors expects Underlying EBIT for the fiscal year ending 2019 to be in the range of $7.5-$11.5 million.' (the 'FY19 Profit Forecast')

The FY19 Profit Forecast was further refined in a trading update issued on 17 May 2019 in which FFI stated:

'FFI Holdings PLC (AIM: FFI) FFI, the world leader in the provision of completion contracts to the entertainment industry and one of the largest providers of production services and equipment to film makers, is pleased to confirm that it expects Underlying EBIT will be within, but at the lower end of, the range of $7.5 to $11.5m set out in its trading statement of 4 March 2019.

Other than completion contracts, which has been exposed to a number of previously disclosed headwinds in the financial year, all of the Company's divisions are expected to report trading in line with or ahead of the Board's expectations.'

Given that the FY19 Profit Forecast was originally published before Lumiere made an approach with regard to a possible offer for FFI, the requirements of Rule 28.1(c)(i) of the Takeover Code apply in relation to the FY19 Profit Estimate.

Basis of Preparation of the FY19 Profit Forecast

The FY19 Profit Forecast has been prepared based on the unaudited management accounts for the year ended 31 March 2019. The FY19 Profit Forecast has been prepared on a basis consistent with the accounting policies adopted by FFI for the year ended 31 March 2018 and those that will be applicable for the year ended 31 March 2019. These policies are in accordance with IFRS.

FFI Directors' confirmation

The FFI Directors have considered the FY19 Profit Forecast and confirm that it remains valid as at the date of this announcement, that the FY19 Profit Forecast has been properly compiled on a basis of accounting that is consistent with FFI's accounting policies, which are in accordance with IFRS and are those that FFI expects to apply in preparing its annual report and accounts for the financial year ending 31 March 2019.

10. SPA and irrevocable undertakings

The terms of the SPA commit Lumiere to buy, and the Sellers to sell, 47,476,547 FFI Shares, representing 30.1 per cent. of the Total FFI Shares, at a price of 24.99 pence per FFI Share. It is expected that the Acquisition will complete on or around the date of this Announcement.

Under the terms of the Concert Party Agreement, the members of the Lumiere Concert Party (other than Lumiere), holding 60,489,016FFI Shares, representing 38.3per cent. of the Total FFI Shares, have undertaken irrevocably not to accept the Offer, and to vote in favour of the proposed Delisting, Re-registration and adoption of New Articles.

The Lumiere Concert Party holds, in aggregate, 107,965,563FFI Shares, representing approximately 68.4per cent. of the Total FFI Shares.

11. Financing of the Offer

It is estimated that full acceptance of the Offer by holders of the Outstanding FFI Shares will result in maximum cash consideration payable by Lumiere of approximately £12.5million. The cash consideration payable under the terms of the Offer will be financed from Lumiere's existing cash resources.

In accordance with Rule 2.7(d) of the Takeover Code, CSC, as financial adviser to Lumiere, is satisfied that sufficient resources are available to Lumiere to satisfy in full the maximum cash consideration payable pursuant to the terms of the Offer.

12. Future intentions for FFI, its management and employees

The 777 Group notes FFI management's on-going efforts to broaden its sales mix and diversify its revenue sources by growing the businesses it has acquired since its IPO, and believes that the management of FFI can increase revenue and earnings by continuing to focus on maximizing synergies between its core completion contract business and its other acquisitions and subsidiaries, to generate more revenue across the broader entertainment landscape. The 777 Group recognizes the importance of FFI's management team and employees to achieving these goals and to the future success of FFI more broadly. The 777 Group therefore expects to retain the existing FFI management team and employees, other than as highlighted below. The 777 Group does not expect any material change in the conditions of employment or in the balance of the skills and functions of the employees and management of FFI.

As set out in paragraph 4 above, the FFI Board intends to pursue the Delisting irrespective of the outcome of the Offer. The 777 Group, together with the other members of the Lumiere Concert Party, intend to vote in favour of the Delisting. Subject to the Delisting being approved, FFI's functions related to its listing will no longer be required. As a result, the 777 Group expects one or two potential headcount reductions in FFI's public company and investor relations functions, to the extent that these employees are not redeployed.

Other than the above-referenced public company-related functions, there are no specific identified potential cost savings which would involve a reduction of employee headcount. The 777 Group, as a new owner of the business alongside the other members of the Lumiere Concert Party, anticipates working with management to optimise the operational performance of the business, including identifying whether there are any further potential cost savings opportunities. Identifying such improvements in operational performance is not expected to result in a material headcount reduction in the future.

The 777 Group is supportive of FFI's intention to initiate a search for a replacement CEO to continue FFI's development into a global, diversified entertainment services business following the Offer. Steven Ransohoff, the current CEO of FFI, has agreed to remain in his role as CEO until a replacement is identified, from which time it is expected that he will remain with FFI in an emeritus role. Steven has significant experience and deep relationships in the completion contracts and insurance industry, and the 777 Group believes that he will be a valuable asset to FFI as it progresses into the next stage of its development. It is the intention of the 777 Group to retain Steven in a strategic role at FFI into the foreseeable future.

The 777 Group understands that FFI does not currently have a material research and development function and does not intend to have FFI establish one following the Offer.

The 777 Group believes that FFI has an attractive proposition to its customers and intends to support existing management on its existing strategic growth objectives including further acquisitions, licensing agreements and strategic partnerships (see paragraph 8 for more detail). While no significant changes to core strategic plans of FFI have been identified by the 777 Group, as a new owner of the business alongside other members of the Lumiere Concert Party, the 777 Group intends however to discuss with management to seek to identify new potential future strategic objectives.

Following completion of the Offer, the 777 Group does not expect the locations of FFI's places of business (including its headquarters) to change and does not expect the functions of its headquarters to change, nor does the 777 Group intend to redeploy any of FFI's fixed assets.

Following completion of the Offer, the 777 Group intends to ensure that the existing contractual and statutory employment rights of the management and employees of FFI, including any pension rights, will be fully safeguarded. Existing accrued benefits and employer contributions to defined contribution pensions of FFI employees will remain unchanged as a result of the Offer. FFI does not operate any defined benefit pension schemes.

As set out in this Announcement, the 777 Group does not believe that FFI's listing on AIM provides it with any material benefits, and intends to vote in favour of the resolutions being put forward to FFI Shareholders by the FFI Board to approve the Delisting, Re-registration and adoption of New Articles in accordance with the terms of the Concert Party Agreement. FFI does not currently maintain any other existing trading facilities for securities in FFI and the 777 Group confirms that it does not intend to establish one.

Each of the Independent FFI Directors has confirmed that he has agreed to resign from the FFI Board, conditional upon and with effect from the cancellation of admission of FFI Shares to trading on AIM. Further details of all these arrangements will be set out in the Offer Document.

13. Executive Options

The Offer will impact upon the Executive Options. Anthony Mitchell will be contacted regarding the effect of the Offer on his Executive Options.

Whilst the Offer will extend to any FFI Shares which are unconditionally allotted or issued as a result of the exercise of any of the Executive Options, the Offer Price is lower than the exercise price of the Executive Options, which means that the amount that would be received for each FFI Share issued following the exercise of the Executive Options would be lower than the amount paid for the exercise thereof.

14. Cancellation of listing, re-registration and cessation of application of the Takeover Code

As noted above, regardless of the outcome of the Offer, the FFI Board has separately and independently concluded that it would be in the best interests of the Company to effect a Delisting and Re-registration. Accordingly, at or around the same time as the Offer Document is posted by Lumiere, FFI intends to send a circular to FFI Shareholders convening a general meeting to put forward resolutions to approve the Delisting, Re-registration and adoption of New Articlesas soon as reasonably practicable. Such circular will include details of the Delisting timetable, but Delisting would be expected to occur not less than 5 business days after the date of the general meeting of the Company, and in any event, not before the Offer has closed to acceptances. Therefore, in deciding whether or not to accept the Offer, FFI Shareholders should take into account that there is a significant likelihood that the admission to trading on AIM of FFI Shares will be cancelled regardless of the outcome of the Offer, in particular, in light of the fact that the members of the Lumiere Concert Party have all undertaken to vote in favour of the Delisting, Re-registration and adoption of New Articles, as further described in paragraph 4 above.

The cancellation of the trading in FFI Shares on AIM would significantly reduce the liquidity and marketability of any FFI Shares not acquired by Lumiere.

It is also intended that, following and assuming the cancellation of trading of FFI Shares on AIM, FFI will be re-registered as a private company and the terms of the Relationship Agreements will no longer apply.

Moreover, as a majority of the board of directors of FFI are resident outside of the United Kingdom, the Channel Islands or the Isle of Man, the Takeover Panel has confirmed that it does not consider FFI to have its central place of management in the United Kingdom, the Channel Islands and the Isle of Man and therefore, for so long as that remains the case, FFI will not be subject to the Takeover Code following the cancellation of trading of FFI Shares on AIM and re-registration of FFI as a private company. In such circumstances, any holders of FFI Shares who have not accepted the Offer should note that they will not receive the protections afforded by the Takeover Code in the event that there is a subsequent offer to acquire their FFI Shares or in relation to any other change of control of FFI.

15. Share Purchases

Lumiere may purchase or arrange to purchase FFI Shares otherwise than under the Offer, at the Offer Price of 25 pence per FFI Share. FFI Shareholders interested in selling their FFI Shares in cash should contact Cantor Fitzgerald Europe on +44 20 7894 7590 who have authority to make market purchases on behalf of Lumiere (subject to normal settlement).

16. Offer Document

The Offer will be subject to further terms set out or referred to in Appendix 1 to this Announcement and in the Offer Document, and subject to the further terms to be set out in full in the Offer Document when issued.

The Offer Document and the Form of Acceptance will be posted to FFI Shareholders as soon as reasonably practicable and, in any event within 28 days after the date of this Announcement, other than to FFI Shareholders in any Restricted Jurisdiction.

The Offer Document and the Form of Acceptance will be made available to all FFI Shareholders, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at no charge to them on FFI's website at http://www.filmfinances.com/ and Lumiere's website at https://www.lumiereacquisition.com/.

The Offer Document will contain important information on the Offer and on how FFI Shareholders may accept it and, accordingly, all FFI Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when published and/or received.

17. FFI Shareholders outside the United Kingdom

The availability of the Offer to persons not resident in, and not citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Overseas FFI Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

18. Offer-related Arrangements

Confidentiality Agreement

On 4 April 2019, 777 and FFI entered into a confidentiality agreement in relation to the Offer, pursuant to which, amongst other things, they each undertook, subject to certain exceptions, to keep information relating to the 777 Group and FFI confidential and not to disclose it to third parties.

19. Disclosures of interests

As of the date of this Announcement, Lumiere holds an interest in 47,476,547 FFI Shares, representing 30.1 per cent. of the Total FFI Shares. Lumiere confirms that no other holding of FFI Shares is required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

In aggregate, the Lumiere Concert Party holds an interest in 107,965,563FFI Shares, representing 68.4per cent. of the Total FFI Shares. Details of the holdings in FFI Shares of each member of the Lumiere Concert Party is as follows:

Name

FFI Shares

Percentage of FFI Shares (%)

Golden Sun

47,953,951

30.4

Lumiere

47,476,547

30.1

JDT*

10,308,184

6.5

The Trattner Trust

1,244,144

0.8

Timothy Trankina

583,433

0.4

Antony Mitchell

399,304

0.3

James Terlizzi

0

0.0

Stephen Argent

0

0.0

Total

107,965,563

68.4

*JDT is a holding company through which James Terlizzi holds his shares

Save for the interest of Lumiere and the Lumiere Concert Party described above, as at the date of this Announcement, neither Lumiere nor any of the Lumiere Directors, nor, so far as Lumiere is aware, any person acting in concert with Lumiere, owns or controls any FFI Shares or any securities convertible or exchangeable into FFI Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds any options (including traded options) in respect of, or has any option to acquire, any FFI Shares or has entered into any derivatives referenced to FFI Shares ('Relevant FFI Shares') which remain outstanding, nor does any such person have any arrangement in relation to Relevant FFI Shares. An 'arrangement' for these purposes also includes any indemnity or option arrangement, or any agreement or understanding, formal or informal, of whatever nature, relating to Relevant FFI Shares which may be an inducement to deal or refrain from dealing in such securities.

Neither Lumiere, nor any Lumiere Directors, nor, so far as Lumiere is aware, any person acting in concert with Lumiere, has borrowed or lent any Relevant FFI Shares.

Save for the voting agreements and commitments contained in the Concert Party Agreement referred to in paragraph 7 above, neither Lumiere nor any persons acting in concert with it has procured any irrevocable commitment or letter of intent in respect of any Relevant FFI Shares.

20. Documents published on a website

A copy of the following documents will, by no later than 12 noon (London time) on the Business Day following the date of this Announcement, be published on FFI's website at http://www.filmfinances.com/ and Lumiere's website at https://www.lumiereacquisition.com/ and will be available for inspection on such websites until the end of the Offer Period:

·

this Announcement (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions);

·

the Concert Party Agreement;

·

the SPA; and

·

the opening position disclosures of Lumiere and the other members of the Lumiere Concert Party to be published on 2 July 2019.

Copies of further announcements and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be made available on FFI's website and Lumiere's website by no later than 12 noon (London time) on the Business Day following the date of the relevant announcement or document, pursuant to Rule 26.1 of the Takeover Code.

The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

21. General

The Offer will be subject to certain further terms set out in Appendix 1 and the further terms set out in the Offer Document when issued.

The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2. Certain terms used in this Announcement are defined in Appendix 3.

22. Enquiries

Lumiere

Jorge Beruff

+1 212 397 6102

Sidney Li

+1 305 921 2801

Craven Street Capital Limited (financial adviser to Lumiere) +44 20 3890 8687



Charles Lens

Donald Sinton

FFI

David Sasso (Head of Investor Relations and Public Relations)

+1 310 275 7323 ext. 292

finnCap Ltd (financial adviser to FFI) +44 20 7220 0500



Norton Rose Fulbright LLP are retained as legal advisers to the 777 Group as to English law. Goodwin Procter (UK) LLP are retained as legal advisers to FFI as to English law.

Henrik Persson

Julian Blunt

Simon Hicks



Important notices relating to the financial advisers

Craven Street Capital Limited, which is an appointed representative of Resolution Compliance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Lumiere and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Lumiere for providing the protections afforded to clients of Craven Street Capital Limited or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to in this Announcement. Craven Street Capital Limited has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which it appears.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to FFI and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than FFI for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. finnCap Ltd has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name and the advice it has given to FFI in the form and context in which they appear.

Further information

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS OF THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). FFI SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY, ONCE THEY HAVE BEEN DISPATCHED, WHICH LUMIERE EXPECTS TO DO SHORTLY.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, the Lumiere Concert Party and other information published by Lumiere and FFI may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of Lumiere and/or FFI and certain plans and objectives of the Independent FFI Directors and the Lumiere Directors with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as 'anticipate', 'target', 'expect', 'estimate', 'budget', 'scheduled', 'forecasts', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Independent FFI Directors and/or the Lumiere Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. 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 and the factors described in the context of such forward looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although FFI and Lumiere believe that the expectations reflected in such forward looking statements are reasonable, neither Lumiere nor FFI, nor any of their respective associates or directors, officers or advisers, or any person acting on the behalf of Lumiere or FFI 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. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA), none of Lumiere, FFI, any member of the 777 Group, nor any Lumiere Director or FFI Director, nor any of their respective advisers, associates, directors or officers is under any obligation, and such persons 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. No undue reliance should therefore be placed on these forward looking statements which speak only as at the date of this Announcement.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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 Takeover Code, any person who is, or becomes, interested in one per cent. 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 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.

Information relating to FFI Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by FFI Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from FFI may be provided to Lumiere during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, FFI confirms that, as at the date of this Announcement, it has 157,820,243 ordinary shares of 1p each in issue and admitted to trading on the Main Market of the London Stock Exchange under the ISIN reference GB00BF04DT64.

Purchases outside the Offer

Lumiere or its nominees or brokers (acting as agents) may purchase FFI Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Any such purchases will comply with the Takeover Code and the rules of the London Stock Exchange. Details about such purchases will be disclosed in accordance with Rule 8 of the Takeover Code.

No profit forecasts or quantified financial benefits statement

Other than the FY19 Profit Forecast, no statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement.

FFI Shareholders outside the United Kingdom

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions.

Failure to comply with any such 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement, the Offer Document, the Form of Acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction. This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover 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 the United Kingdom.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

Publication of this Announcement and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FFI's website at http://www.filmfinances.com/ and on Lumiere's website at https://www.lumiereacquisition.com/by no later than 12 noon (London time) on 3 July2019 until the end of the Offer Period.

Neither the content of Lumiere's nor FFI's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

In addition, in accordance with Rule 30 of the Takeover Code, a hard copy of this Announcement and any information incorporated by reference in this Announcement may be requested by contacting finnCap on +44 (0) 20 7220 0500 or by writing to them at finnCap Ltd, 60 New Broad Street, London, EC2M 1JJ, United Kingdom.

FFI Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Takeover Code.

Right to switch to a scheme of arrangement

Lumiere reserves the right to elect, with the consent of the Panel and FFI, to implement the Offer by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, as an alternative to the Offer. In such an event, the Offer would be implemented on the same terms or, if Lumiere so decides, on such other terms being no less favourable, so far as applicable, as those which would apply to the Offer, subject in each case to appropriate amendments to reflect the change in method of effecting the Offer.

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 the figures that precede them.

Inside information and Market Abuse Regulation ('MAR')

Certain FFI Shareholders were, with the consent of the Panel, formally brought inside in order to discuss entering into conditional sale agreements. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information are no longer in possession of inside information relating to FFI and its securities.

Status of Announcement

This Announcement does not constitute a prospectus or prospectus equivalent document.

Appendix 1

Certain Further Terms of the Offer

The Offer will be made on the terms set out in this Appendix and to be set out in the Offer Document and the Form of Acceptance.

1.

The Offer will be unconditional from the outset and not subject to any minimum acceptance condition.

2.

The Offer will extend to all issued FFI Shares not already held by Lumiere and any further FFI Shares which are unconditionally allotted or issued and fully paid before the Offer closes.

3.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. The Offer is not being made, directly or indirectly, in or into, any Restricted Jurisdiction.

4.

The Offer will remain open for acceptance until 1.00 p.m. on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding business day.

5.

FFI Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests together with all rights attaching thereto, including without limitation the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.

6.

Lumiere reserves the right to reduce the Offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by FFI to the holders of FFI Shares.

7.

The Offer is subject to the applicable requirements of the Takeover Code. The Offer and any acceptances under the Offer will be governed by English law and will be subject to the jurisdiction of the courts of England.

Appendix 2

Sources of information and bases of calculation

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

(a)

the financial information relating to FFI has been extracted or derived, without material adjustment, from FFI's audited consolidated financial statements for the year ended 31 March 2018 and FFI's unaudited interim results of the six months ended 30 September 2018 as announced on 19 December 2018;

(b)

the value attributed to the existing issued FFI Shares is based upon the Offer Price of 25 pence for each FFI Share and 157,820,243 FFI Shares being in issue on 1 July 2019 (being the last Business Day prior to the date of this Announcement);

(c)

prices quoted for FFI Shares are closing middle market prices on the relevant date, derived from the Daily Official List;

(d)

the 30 day average daily volume of FFI Shares traded is derived from Factset as of 1 July 2019 (being the last Business Day prior to the date of this Announcement);

(e)

other information relating to FFI has been extracted or derived, without material adjustment, from public sources; and

(f)

unless otherwise stated, the financial information on FFI has been converted to GBP based on the exchange rates utilised by FFI in its publication thereof.

Appendix 3

Definitions

The following definitions apply throughout this Announcement unless the context requires otherwise.

'600'

means 600 Partners LLC, a limited liability company incorporated and registered in Delaware with registered number 6269759

'777'

means 777 Partners LLC, a limited liability company incorporated and registered in Delaware with registered number 5752556

'777 Group'

means together, 777 and 600, and their subsidiaries

'Act' or 'Companies Act 2006'

means the Companies Act 2006 (as amended from time to time)

'Acquisition'

means the acquisition by Lumiere of 47,476,547 FFI Shares from the Sellers in accordance with the SPA

'Admission'

means the admission of FFI Shares to trading on AIM on 30 June 2017

'Admission Document'

means the final admission document in connection with the placing of 39,370,078 ordinary FFI Shares at a price of 150 pence per share and the admission of FFI Shares to trading on AIM on 30 June 2017, available on FFI's website at http://www.filmfinances.com/

'AIM'

means the AIM Market operated by London Stock Exchange plc

'AIM Rules'

means the rules published by the London Stock Exchange entitled 'AIM Rules for Companies'

'Business Day'

means any day (not being a Saturday or Sunday nor any other day which is a public holiday in England and Wales) during which banks in London are open for normal business

'Cantor Fitzgerald Europe'

means Cantor Fitzgerald Europe, a company incorporated in England and Wales with registered number 02505767

'Closing Price'

means the middle market price of a FFI Share at the close of business on the day to which such price relates, as derived from the Daily Official List

'Concert Party Agreement'

means the agreement entered into between the members of the Lumiere Concert Party on 2 July2019

'CSC'

means Craven Street Capital Limited, a company incorporated and registered in England and Wales with registered number 05911606 and financial adviser to Lumiere

'Daily Official List'

means AIM appendix of the daily official list of the London Stock Exchange

'Dealing Disclosure'

has the same meaning as in Rule 8 of the Takeover Code

'Delisting'

means the cancellation of admission to trading on AIM of FFI Shares

'Disclosure Guidance and Transparency Rules'

means the Disclosure Guidance and Transparency Rules published by the FCA

'EBITDA'

means earnings before interest, tax, depreciation and amortisation

'Executive Options'

means the options granted to Anthony Mitchell pursuant to an agreement with FFI dated 23 June 2017

'FFI' or the 'Company'

means FFI Holdings plc, a company incorporated and registered in England and Wales with registered number 10793426

FFI Board

means the board of directors of FFI

FFI Group

means FFI and its subsidiary undertakings from time to time and 'member of the FFI Group' shall be construed accordingly

'FFI Share(s)'

means the existing issued or unconditionally allotted and paid (or credited as fully paid) ordinary shares of 1 pence each in the capital of FFI and, where the context so permits, any further shares which are unconditionally allotted or issued fully paid (or credited as fully paid) on or prior to the date on which the Offer closes (excluding, for the avoidance of doubt, treasury shares)

'FFI Shareholders'

means the holders of FFI Shares

'FCA'

means the Financial Conduct Authority

'finnCap'

means finnCap Limited, a company incorporated and registered in England and Wales with registered number 06198898 and financial adviser to FFI

'Form of Acceptance'

means the form of acceptance and authority relating to the Offer which will accompany the Offer Document

'FY19 Profit Forecast'

has the meaning given in paragraph 9 of this Announcement

'Golden Sun'

means Golden Sun Emerging Fund Limited, a company incorporated and registered in the Bahamas with registered number 160927

'IFRS'

means the International Financial Reporting Standards

'Independent FFI Directors'

means the independent non-executive directors of FFI, being Julian Bartlett and Simon Ingram

'IPO'

means initial public offering

'JDT'

means JDT Holdings LLC, a company incorporated and registered in Florida with registered number 65-1180707

'London Stock Exchange'

means London Stock Exchange plc or its successor

'Lumiere Concert Party'

means, together, Lumiere, Golden Sun, JDT, James Terlizzi, the Trattner Trust, Antony Mitchell, Timothy Trankina and Stephen Argent (who for the purposes of the Takeover Code are considered to be acting in concert)

'Lumiere Directors'

means Steven W. Pasko and Jorge Beruff

'New Articles'

means the articles of association to be adopted with effect from Re-registration in replacement of the existing articles of association conditional upon the passing of a shareholders' resolution approving the same at a general meeting of FFI

'Offer'

means the recommended mandatory cash offer by Lumiere to acquire all the FFI Shares not already held by Lumiere on the terms set out in Appendix 1 of this Announcement, the Offer Document and the Form of Acceptance and, where the context permits, any subsequent revision or variation of such offer or any extension or renewal thereof

'Offer Document'

means the formal document to be sent to FFI Shareholders setting out the full terms of the Offer

'Offer Period'

means the period commencing on 2 July 2019 (being the date of this Announcement) and ending on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding Business Day (or such other date as the Panel may decide)

'Offer Price'

means 25 pence per FFI Share

'Outstanding FFI Shares'

means 49,854,680FFI Shares, being the Total FFI Shares in issue as at the date of this Announcement, excluding the 107,965,563 FFI Shares already held or agreed to be acquired by Lumiere and the other members of the Lumiere Concert Party

'Panel'

means the Panel on Takeovers and Mergers

'person'

means a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator, or other legal representative)

'Pound Sterling' or '£'

means the lawful currency of the UK (and references to 'pence' shall be construed accordingly)

'Relationship Agreements'

means the agreements entered into between FFI and each of i) Golden Sun and ii) Steven Ransohoff and the Ransohoff Trust immediately prior to the date of admission of FFI Shares to trading, as set out in the Admission Document

'Relevant FFI Shares'

has the meaning given in paragraph 19of this Announcement

'Re-registration'

means the re-registration of FFI as a private limited company under the Act

'Restricted Jurisdiction'

means, subject always to the requirements of Rule 23.2 of the Takeover Code in relation to the distribution of offer documentation to jurisdictions outside the UK, any jurisdiction where availability of the Offer would violate the law of that jurisdiction

'Sellers'

means Steven Ransohoff and The Crystal Court Trust

'SPA'

means the share sale and purchase agreement entered into between Lumiere, Steven Ransohoff and The Crystal Court Trust in respect of, in aggregate, 47,476,547 FFI Shares, entered into on 2 July 2019

'SuttonPark'

means SuttonPark Capital, LLC, a limited liability company incorporated and registered in Delaware

'Takeover Code'

means the City Code on Takeovers and Mergers

'The Crystal Court Trust'

means The Crystal Court Trust UDT, the beneficiaries of which are Steven Ransohoff and members of his immediate family

'The Trattner Trust'

means the Trattner Family Trust

'Total FFI Shares'

means the 157,820,243 FFI Shares of 1p each in issue at the close of business on 1 July 2019, being the last Business Day before the date of this Announcement

'United Kingdom' or 'UK'

means the United Kingdom of Great Britain and Northern Ireland and its dependent territories

'United States', 'US' or 'USA'

means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political subdivision thereof

'US dollar' or '$'

means the lawful currency of the United States (and references to 'cent' shall be construed accordingly)

For the purposes of this Announcement, 'subsidiary', 'subsidiary undertaking', 'undertaking', 'associated undertaking' have the meanings given by the Act.