REG - R&Q Insurance Hldgs - Update on proposed sale of Accredited

R&Q Insurance HoldingsAnnouncement

13/06/2024 07:45

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RNS Number : 2932S  R&Q Insurance Holdings Ltd  13 June 2024

The information contained within this announcement was deemed by the Company
to constitute inside information as stipulated under the UK Market Abuse
Regulation. With the publication of this announcement, this information is now
considered to be in the public domain.

 

R&Q Insurance Holdings Ltd

Update on proposed sale of Accredited

13 June 2024

R&Q Insurance Holdings Ltd (AIM: RQIH) ("R&Q" or "the Company") notes
the recent press speculation.

As announced on 20 October 2023, R&Q entered into a conditional agreement
with funds advised by Onex Corporation to sell 100% of the equity interest in
Randall & Quilter America Holding Inc., the holding company of the
Company's program management business, Accredited.  R&Q today provides an
update on the proposed Sale.  Capitalised terms used in this announcement
have the meanings given to them in the circular sent to shareholders on 14
December 2023 (the "Circular") and/or the announcement issued by R&Q on 24
April 2024.

As announced on 24 April 2024, R&Q entered into the Lock-Up Agreement with
certain of its lenders and creditors following which the Company and those
Locked-Up Parties moved into the negotiation of the documentation necessary to
implement the proposed Restructuring.  The period of intensive discussion
with its lenders, regulators and other stakeholders (both before and after the
signing of the Lock-Up Agreement) has resulted in the Company incurring
significant additional unexpected costs and expenses (either on its own behalf
or on behalf of or due to the requirements of other stakeholders). In
addition, as announced on 22 December 2023, the Company has been constrained
since that time in relation to its ability to consummate external legacy
transactions. These factors, as well as further adverse reserve development
and a degree of general stress to the Company's businesses during this period,
have had a material impact on the Company's stability as a business and as a
going concern.

Despite this, in recent weeks, R&Q has been progressing discussions with
Onex and its other stakeholders with a view to finalising matters so as to
complete the Sale. During these discussions, Onex provided R&Q with an
alternative transaction structure to that of the original Sale (the
"Alternative Proposal") that could be implemented in the event that the
closing conditions to the original Sale were not able to be satisfied. R&Q
and Onex have continued to discuss implementing the Sale on its original
terms.

The Board is currently exploring and evaluating all options that may be
available to the Company, including alternative transactions (including the
Alternative Proposal) and potential sources of liquidity, whilst continuing to
work to complete the original Sale.

Shareholders should note that the implementation of the Alternative Proposal
would involve the parent company, R&Q Insurance Holdings Ltd., filing for
a provisional liquidation in Bermuda and then completing the sale of
Accredited to Onex through that process. The provisional liquidators would
then look to realise value from the Group's remaining assets. The Directors
believe that in such circumstances there would be very little, if any, chance
of any value accruing to the Company's shareholders.

As stated in the Circular, if the Sale does not proceed on its original terms
and the Available Net Cash Proceeds are not available to facilitate a
financial de-leveraging of R&Q, R&Q will not be able to repay its debt
facilities as they become due, and R&Q would therefore be unable to
continue as a going concern.

In the event that the Company were to enter provisional liquidation, R&Q
would request that trading in the Company's ordinary shares on AIM be
suspended immediately. Notwithstanding any suspension of trading in the
Company's ordinary shares, the Company would continue to make notifications as
and when there are matters requiring disclosure in accordance with the
Company's obligations under the AIM Rules for Companies and/or the UK Market
Abuse Regulation.

Further announcements will be made, as appropriate, in due course.

-Ends-

 Enquiries to:

R&Q Insurance Holdings Ltd

 Tel: +44 (0)20 7780 5850

 Jeff Hayman

 William Spiegel

 Tom Solomon

 Fenchurch Advisory Partners LLP (Financial
 Adviser)                              Tel: +44
 (0)20 7382 2222

 Kunal Gandhi

 Brendan Perkins

 John Sipp

 Richard Locke

 Tihomir Kerkenezov

 Barclays Bank PLC (Financial Adviser and Joint
 Broker)                          Tel: +44 (0)20 7632
 2322

 Gary Antenberg

 Richard Bassingthwaighte

 Anusuya Nayar Gupta

 Grant Bickwit

 Howden Tiger (Financial Adviser)

 Tel : +44 (0)20 7398 4888

 Rob
 Bredahl

 Leo
 Beckham

 Deutsche Numis (Nominated Adviser and Joint
 Broker)                           Tel : +44 (0)20
 7260 1000

 Charles
 Farquhar

 Giles Rolls

 Ankura Consulting (Europe) (Debt Financial
 Adviser)                              Tel : +44
 (0)20 7469 1111

 Alistair
 Dick

 FTI
 Consulting
     Tel: +44 (0)20 3727 1051

 Tom
 Blackwell

 

 

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