Carlyle Direct Alternative Opportunities Fund, L.P., CGFSP III Coinvestment, L.P. and Carlyle Global Financial Services Partners III, L.P. managed by Carlyle Group L.P. (NasdaqGS:CG) entered into an agreement to acquire Harwood Wealth Management Group plc (AIM:HW.) from Oryx International Growth Fund Limited (LSE:OIG) managed by Harwood Capital LLP, Harwood Capital Nominees Limited, Christopher Mills and others for £90.7 million on December 23, 2019. Carlyle Group formed a new entity Hurst Point Topco Limited ("Bidco") for the purpose of acquisition. Under the terms of the acquisition, Harwood Shareholders will be entitled to receive £1.45 in cash for each Harwood Share. As an alternative to the Cash Offer, eligible Harwood Shareholders may elect to receive either 117.54 pence in cash and 2.755 Bidco Units (comprising 272.745 Bidco B Preference Shares and 2.755 Bidco B Ordinary Shares) for each Harwood Share (the "First Alternative Offer") or 100.050 pence in cash and 4.495 Bidco Units (comprising 445.005 Bidco B Preference Shares and 4.495 Bidco B Ordinary Shares) for each Harwood Share (the "Second Alternative Offer"). Harwood Shareholders who do not validly elect for the First Alternative Offer or the Second Alternative Offer will automatically receive the full amount of the Cash Offer for their entire holding of Harwood Shares. The amount of the Cash Offer payable under the Acquisition is being financed by a combination of funds to be invested indirectly by Carlyle and £32 million of debt (less fees) to be provided under a new credit facility that has been arranged by Investec Bank plc.

This acquisition is subject to the approval of the Scheme by a majority in number of the Harwood Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent at least 75% in value of the Harwood Shares voted by those Harwood Shareholders, the resolutions required to approve and implement the Scheme being duly passed by Harwood Shareholders representing at least 75% of votes cast at the General Meeting, the approval of the Scheme by the Court, approval being received from the Financial Conduct Authority. The Harwood Directors intend to recommend unanimously that Harwood Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. The Scheme shall lapse if the Court Meeting and the General Meeting are not held on or before the 22nd day after the expected date of such Court Meeting and General Meeting to be set out in the Scheme Document in due course (or such later date (if any) as may be agreed by Bidco and Harwood and, if required, the Court may allow), the Court Hearing is not held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) as may be agreed by Bidco and Harwood and, if required, the Court may allow); or the Scheme does not become Effective by the Long Stop Date. Prior to the Scheme becoming Effective, Harwood shall make an application to the London Stock Exchange for the cancellation of trading of Harwood Shares on AIM to take effect following the Effective Date. The Court Meeting and General meeting are scheduled to be held on February 12, 2020. As of January 20, 2020, Long Stop date of the transaction is June 18, 2020. As on February 12, 2020, the transaction was approved by the shareholders of Harwood Wealth. As on February 17, 2020, the court hearing to sanction the scheme is still expected to be held, and the scheme to become effective, in the second quarter of 2020. As of February 24, 2020, the transaction has been approved by FCA. Harwood confirms that the court hearing to sanction the scheme is expected to be held, and that the scheme is expected to become effective during March 2020. and the transaction is expected to complete on March 9, 2020.

Oliver Hearsey, Kristian Triggle, Paul Lim of RBC Capital Markets, London acted as financial advisor and Linklaters LLP acted as legal advisor to Carlyle Group. Ollie Clayton, Ed Banks, Demetris Efthymiou and Tariq Ennaji of Evercore Partners Limited, Shaun Dobson, Rachel Hayes of Nplus1 Singer Advisory LLP acted as financial advisor, Blake Morgan LLP acted as legal advisor to Harwood Wealth Management Group.

Carlyle Direct Alternative Opportunities Fund, L.P., CGFSP III Coinvestment, L.P. and Carlyle Global Financial Services Partners III, L.P. managed by Carlyle Group L.P. (NasdaqGS:CG) completed the acquisition of Harwood Wealth Management Group plc (AIM:HW.) from Oryx International Growth Fund Limited (LSE:OIG) managed by Harwood Capital LLP, Harwood Capital Nominees Limited, Christopher Mills and others on March 9, 2020.