REG - R&Q Insurance Hldngs - Response to requisition

R&Q Insurance HoldingsAnnouncement

12/08/2022 18:30

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RNS Number : 9301V  R&Q Insurance Holdings Ltd  12 August 2022

FOR IMMEDIATE RELEASE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

12 August 2022

 

R&Q Insurance Holdings Ltd ("R&Q" or the "Company")

Response to requisition by Phoenix Asset Management Partners Limited
("Phoenix")

 

The Board of R&Q (the "Board") notes that it has received a requisition
notice effective 12 August 2022 from Phoenix (holding 12.2% of the Company's
issued share capital) to requisition a special general meeting of the Company
to be held for the purpose of tabling resolutions to remove William Spiegel,
our Executive Chairman, as a Director of the Company and to appoint Ken
Randall as a Director of the Company and, if William Spiegel is removed, to
act as an executive director to fill the vacancy created by William's removal.

The Board has sought to engage constructively with Phoenix to understand the
motivations for their proposals and appropriately address any potential
concerns. However, during these discussions, Phoenix have, in the Board's
view, failed to articulate any sound justification for such proposals being in
the best interests of the Company.

The Board is focused on delivering shareholder value and is unanimous in its
support for William Spiegel and the strategy he and his executive team have
set out for the Company. This support was endorsed at the recent AGM (held on
14 July 2022) where the Company's shareholders (excluding Phoenix and Ken
Randall) voted 84.5% in favour of the reappointment of William Spiegel as
Executive Chairman.

The Board is respectful of Ken Randall as a founder of the business; however,
the Board considers that these proposals by Phoenix would run counter to the
wishes of shareholders as a whole (as shown at the recent AGM vote), the
independent governance procedures for the appointment of all Board Directors,
the broader independence of the Board and the improvements in reporting,
transparency, governance, finance, capital, operations and risk management
that have been undertaken since William's appointment in April 2021 and as set
out in further detail in the Company's 2021 Annual Report.

Therefore, having carefully considered these proposals in consultation with
its advisors, the Board has unanimously concluded that they would not be in
the best interests of the Company's shareholders as a whole, and recommends
that shareholders vote against these proposals if put to shareholders at a
special general meeting.

Following an extensive review in the second half of 2021, the Board had
intended to take certain actions in line with corporate governance best
practice including the appointment of a new Independent Non-Executive Chairman
and an additional Independent Non-Executive Director. This process was delayed
initially by the Brickell offer and more recently by the discussions we have
had with Phoenix in relation to these proposals. The Board will now proceed
with these arrangements as soon as possible.

In addition to its support for the strategy William and his team have set out,
which the Board considers to be the right plan being executed by the right
team with the right experience, the Board also wishes to reiterate the
significant actions taken to improve operational and cultural issues at the
Company.

R&Q maintains a regular dialogue with all of its shareholders, and will
continue to engage with Phoenix constructively in relation to their views.

A further announcement will be made in due course.

The person responsible for making this announcement on behalf of R&Q is
David Gormley, Group Company Secretary.

 

 Enquiries to:

R&Q Insurance Holdings Ltd

    Tel: +44(0)20 7780 5850

 William Spiegel

 Tom Solomon

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

 Charles
 Farquhar

 Giles
 Rolls

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

 Nish
 Amin

 Chris
 Madderson

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

 Tom
 Blackwell

Enquiries to:

 

 R&Q Insurance Holdings Ltd

    Tel: +44(0)20 7780 5850

 William Spiegel

 Tom Solomon

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

 Charles
 Farquhar

 Giles
 Rolls

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

 Nish
 Amin

 Chris
 Madderson

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

 Tom
 Blackwell

 

 

 

Notes to Editors:

 

About R&Q

 

R&Q is a non-life global specialty insurance company operating two highly
complementary, businesses: Program Management and Legacy Insurance. Both of
these businesses are leaders in markets with high barriers to entry and
significant growth opportunities. Legacy Insurance generates profits and
capital extractions from expert management of legacy non-life insurance
portfolios. Program Management generates commission income from its licensed
(and rated) carriers in the US, EU and the UK, writing niche and profitable
program business, largely on behalf of highly rated reinsurers.

 

Legal Entity Identifier (LEI): 2138006K1U38QCGLFC94

 

Website: www.rqih.com

 

Important Notices

 

 

Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for R&Q and no one else
in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than R&Q for
providing the protections afforded to clients of Numis, nor for providing
advice in relation to any matter referred to herein.

Barclays Bank PLC ("Barclays") is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
FCA. Barclays is acting exclusively for the Company and no one else in
connection with the content of this announcement or any matters described in
this announcement. Barclays will not regard any other person as its client in
relation to the content of this announcement or any matters described in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to any matter referred to herein.

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