REG-Randall & Quilter Investment Holdings Ltd. Further information in relation to proposed Acquisition and New Equity Funding

R&Q Insurance HoldingsAnnouncement

25/05/2022 08:15

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Further information in relation to proposed Acquisition and New Equity Funding

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI: 213800G4W18GWKTR9X51

25 May 2022

Randall & Quilter Investment Holdings Ltd.

Further information in relation to proposed Acquisition and New Equity Funding

Randall & Quilter Investment Holdings Ltd. (AIM:RQIH) (the "Company", and
together with its subsidiary undertakings “R&Q”), the leading non-life
global specialty insurance company, provides a further update on the proposed
recommended acquisition of R&Q by Brickell PC Insurance Holdings LLC
(“Brickell”) (the “Acquisition”) and Brickell’s related commitment
to provide US$100 million of new equity funding (the “New Equity
Funding”).

At 18.47 (UK time) on the evening of Monday 23 May 2022, R&Q received a
letter from Brickell alleging that R&Q is in breach of certain obligations
under the implementation agreement in relation to the Proposed Transaction
(the “Implementation Agreement”). In addition, Brickell claimed that the
breach amounts to a material breach by R&Q of the terms of the
Implementation Agreement and that Brickell is therefore exercising its right
to terminate the Implementation Agreement with immediate effect (and therefore
its obligations in relation to the Acquisition and New Equity Funding).

R&Q does not agree that it is in breach of the Implementation Agreement as
suggested and therefore does not agree that Brickell has a right to terminate
the Implementation Agreement. R&Q has since written to Brickell in such
terms. Accordingly, in R&Q’s view the Implementation Agreement, together
with Brickell’s obligations in relation to the Acquisition and New Equity
Funding remain in full force and effect.

R&Q notes that the Special General Meeting (“SGM”) referred to in the
notice to shareholders of the Company dated 27 April 2022 was adjourned to
4.00pm today, Wednesday 25 May 2022.

R&Q has received indications that, if the SGM is adjourned once more, the
resolutions that need to be passed to enable the Acquisition and New Equity
Funding to proceed may receive further shareholder support, potentially
sufficient to enable the resolutions to be approved. Accordingly, unless
R&Q receives contrary indications prior to 4.00pm this afternoon (being
the allotted time for the reconvened SGM), R&Q intends to adjourn the
meeting again to provide the opportunity for the relevant resolutions to
receive the requisite level of support at the further reconvened SGM.

If, however, R&Q receives indications prior to 4.00pm today that, even
with a further adjournment, insufficient shareholder support is likely or some
Shareholders may change their existing vote in favour to be a vote against the
resolutions, R&Q does not intend to adjourn the SGM again and will instead
proceed to propose the resolutions at the SGM and R&Q expects such
resolutions to fail.

Shareholders should be aware that if the resolutions are approved at the SGM
(or at any adjourned SGM), given Brickell’s purported termination of the
Implementation Agreement, there can be no certainty that Brickell will provide
the US$100m New Equity Funding or in relation to the Acquisition generally.

Shareholders should also note that whilst R&Q may be able to seek to
enforce the terms of the Implementation Agreement through the appropriate
courts, there can be no certainty that such a claim would succeed or of the
timescales for such a claim. In addition, Shareholders should note that, in
the absence of an order for specific performance, Brickell’s maximum
liability to R&Q under the Implementation Agreement in terms of damages
may be US$12.5 million.

R&Q notes that, under the terms of the Implementation Agreement, R&Q
is not entitled to conduct an equity fundraising without Brickell’s consent
(such consent not to be unreasonably withheld, delayed or conditioned). Given
the uncertainty relating to the Acquisition and New Equity Funding explained
above, R&Q will, today, seek Brickell’s consent to progress a US$100
million equity fundraising so as to cater for R&Q’s funding needs given
the potential failure of either the resolutions to be proposed at the SGM or
of Brickell’s obligation to provide the US$100m New Equity Funding. R&Q
is of the view that it would be unreasonable for Brickell to withhold such
consent.

Shareholders will be updated further in due course.
 Enquiries                                                              
 
                                                                      
                                                                        
 R&Q                                         Tel: +44 (0) 207 780 5850  
 
                                                                      
                                                                        
 
                                                                      
 William Spiegel                                                        
 
                                                                      
 Alan Quilter                                                           
 
                                                                      
 Tom Solomon                                                            
 
                                                                      
                                                                        
 Numis (Nominated Advisor and Joint Broker)  Tel: +44 (0)20 7260 1000   
 
                                                                      
                                                                        
 
                                                                      
 Charles Farquhar                                                       
 
                                                                      
 Giles Rolls                                                            
 
                                                                      
                                                                        
 Barclays (Joint Broker)                     Tel: +44 (0)20 7623 2323   
 
                                                                      
                                                                        
 
                                                                      
 Nishant Amin                                                           
 
                                                                      
 Chris Madderson                                                        
 
                                                                      
                                                                        
 FTI Consulting (Financial PR for R&Q)       Tel +44 (0)7747 113919     
 
                                                                      
 Tom Blackwell                                                          


IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE “UNITED STATES”), AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of shares is being made in any such jurisdiction.

No action has been taken by the Company, Barclays Bank PLC (“Barclays”),
Numis Securities Limited (“Numis” and, together with Barclays, the
“Joint Brokers”) or any of their respective affiliates, or any person
acting on its or their behalf that would permit an offer of shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and the Joint Brokers to inform themselves
about, and to observe, such restrictions.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the “Securities Act”), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States.

Certain statements contained in this Announcement constitute
“forward-looking statements” with respect to the financial condition,
results of operations and businesses and plans of the Company and its
subsidiaries (the “Group”). Words such as “believes”,
“anticipates”, “estimates”, “expects”, “intends”, “plans”,
“aims”, “potential”, “will”, “would”, “could”,
“considered”, “likely”, “estimate” and variations of these words
and similar future or conditional expressions, are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon future circumstances that have
not occurred. There is a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group’s actual
financial condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or implied by
these forward-looking statements. No representation or warranty is made as to
the achievement or reasonableness of, and no reliance should be placed on,
such forward-looking statements. The forward-looking statements contained in
this Announcement speak only as of the date of this Announcement. The Company,
its directors, the Joint Brokers, their respective affiliates and any person
acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation the London Stock Exchange.

Barclays Bank PLC is authorised by the Prudential Regulation Authority (the
“PRA”) and regulated in the United Kingdom by the PRA and the Financial
Conduct Authority (the “FCA”). Numis Securities Limited is authorised and
regulated in the United Kingdom by the FCA. Each of Barclays and Numis 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.
Neither Joint Broker will 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 the content of this Announcement or any matters referred
to in this Announcement.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Joint Broker or by any of its affiliates or any person
acting on its or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

Neither the content of the Company’s website (or any other website) nor the
content of any website accessible from hyperlinks on the Company’s website
(or any other website) is incorporated into or forms part of this
Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom 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 and regulations of
any jurisdiction outside the United Kingdom.



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Randall & Quilter Investment Holdings Ltd.


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