Ad Hoc Group of Holders of Pearl Group Notes Concerned About Proposed Liberty Transaction

LONDON -

The ad hoc group (”Noteholder Group”) of holders of the 500,000,000 pounds sterling 6.5864 per cent Fixed/Floating Rate Perpetual Reset Capital Securities (ISIN Number: XS0235245205) (”Notes”) issued by Pearl Group Holdings (No. 1) Limited (”Pearl Group”) consists of many of the largest institutional investors in Pearl Group’s industry in the United Kingdom. The Noteholder Group has reviewed the announcement and related shareholder presentation, published this week, on the proposed acquisition of Pearl Group by Liberty Acquisition Holdings (International) Company (”Liberty”). The Noteholder Group is concerned that these materials do not specify how the Notes are to be treated, despite a stated plan to re-list Pearl Group and to pay dividends to shareholders, even though the most recent coupon on the Notes remains unpaid. The Noteholder Group has inquired of Pearl Group how the Notes are to be treated in connection with the proposed Liberty transaction, but there has been no response so far.

This concern arises in the context of the Noteholder Group’s ongoing fundamental concerns about Pearl Group that result from the recent transactions outlined below. In light of its concerns, the Noteholder Group members consider that they would be unable to support or invest in any re-listing that Pearl Group may launch.

Summary of the Noteholder Group’s Concerns with Recent Transactions

The Noteholder Group has ongoing fundamental concerns about Pearl Group’s recent material transactions, the compliance of such transactions with creditors’ rights and applicable law, and the availability of the information necessary to permit full and fair evaluation. These concerns include the following:

Original Noteholder Protections. When issued in 2005, the Notes benefited from an Alternative Coupon Satisfaction Mechanism (”ACSM”) that provided a reliable source of funds should Pearl Group not otherwise be able to pay the coupons on the Notes: that reliable source was the issuance of listed common shares in Pearl Group. The ACSM was given teeth because, for so long as any coupon on the Notes remained unpaid, Pearl Group was unable to pay any dividend to its shareholders (”Dividend Stopper”).

Changes to Noteholders’ Coupon Payment Protection. During 2008, Pearl Group was acquired by private owners, and Pearl Group then amended its ACSM. The new ACSM no longer offered the ready funding source of issuance of listed common shares. Instead, under the amended ACSM, Pearl Group is to issue further tier 1 securities that rank junior to the Notes. The Noteholder Group is concerned that such subordinated securities are likely to be significantly less attractive to potential purchasers, thereby damaging former protections for the Notes. Nevertheless, Pearl Group maintains that the ACSM change was in compliance with the terms and conditions of the Notes. Those terms and conditions required that Pearl Group obtain an expert’s opinion confirming that the economic effects for Note holders would be substantially preserved. The Noteholder Group understands that Pearl Group obtained such an opinion from Lehman Brothers International Europe, but the Noteholder Group still does not know what that opinion says, despite repeated requests to review it.

Transfer of All Pearl Group’s Assets to its Shareholder. Exacerbating the Noteholder Group’s concerns about the change to the ACSM is the later transfer of 100% of Pearl’s assets to its 100% shareholder, Impala, in exchange for an intercompany loan. As a result of this transfer, the effects of the Dividend Stopper that formerly gave teeth to the ACSM, have now disappeared — all the cash flow that was formerly available to Pearl Group from its subsidiaries (including to make coupon payments on the Notes) may now be dividended directly to Impala, circumventing Pearl Group altogether. Further, there have been reports about possible payments to Impala’s other creditors, although the Noteholder Group is so far unaware of what steps Pearl Group is taking to protect its rights as a creditor of Impala.

Lack of Information To Evaluate These Developments. In the absence of any clarifying information, these facts are alarming to the Noteholder Group. In order to evaluate the developments responsibly, the Noteholder Group has requested a collection of documents that would inform their legal and commercial analysis. These requested documents include the Lehman opinion, the documents that govern Impala’s obligations to Pearl Group arising from the transfer of assets to Impala, and documents that describe the basis on which such assets were valued. Pearl Group has so far not produced any of these documents for the Noteholder Group’s review, and this lack of information is also of material concern to the Noteholder Group.

Interested holders of the Notes are encouraged to contact the Noteholder Group through counsel. Counsel contact details are as follows:

Bingham McCutchen (London) LLP 41 Lothbury London EC2R 7HF Attn: Timothy B. DeSieno +1-212-705-7426 tim.desieno@bingham.com Paul Durban +44-20-7661-5419 paul.durban@bingham.com

Source: Bingham McCutchen

Timothy B. DeSieno of Bingham McCutchen, +1-212-705-7426, tim.desieno at bingham.com