REG - Randall & Quilter Ld - Adjournment of Special General Meeting

R&Q Insurance HoldingsAnnouncement

20/05/2022 16:30

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RNS Number : 3227M  Randall & Quilter Inv Hldgs Ltd  20 May 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI: 213800G4W18GWKTR9X51

 

20 May 2022

 

Adjournment of Special General Meeting

 

Randall & Quilter Investment Holdings Ltd. (AIM:RQIH) (the "Company", and
together with its subsidiary undertakings "R&Q"), announces that the
Special General Meeting ("SGM") that was held earlier today, 20 May 2022, at
2.00 p.m. has been adjourned for a short period until 4.00 p.m. on 25 May 2022
and will be held in the same place as the SGM was convened, being 71 Fenchurch
Street, Ground Floor, London EC3M 4BS.

The votes received so far by proxy indicate that the votes in relation to
resolutions 1, 2 and 3 are close to the 75% threshold required to approve such
resolutions, being in excess of 70% of those shares voted. Resolutions 4 and
5 have sufficient votes to pass. For the Acquisition and New Equity Funding to
proceed Resolutions 1-5 need to be approved at the SGM.

As such, Resolution 6 was proposed to and passed by the meeting. The decision
to adjourn the meeting was proposed so as to ensure shareholders have been
given the time to consider the resolutions in the context of the current votes
cast.

Forms of Proxy that have been submitted for the SGM will remain valid for the
adjourned SGM and shareholders do not need to submit a new Form of Proxy
unless they wish to change how their proxy should vote. However, shareholders
may continue to submit Forms of Proxy and Forms of Instruction which should be
completed and returned in accordance with the instructions on each form as
follows:

·    Forms of Instruction and any instructions placed through CREST in
relation to the SGM must be received by Computershare no later than 2.00 p.m.
on 23 May 2022; and

 

·    Electronic and hard copy Forms of Proxy must be received by
Computershare not later than 4.00 p.m. on 23 May 2022.

Forms of Proxy must be submitted in accordance with the instructions set out
in the notice of meeting dated 27 April 2022.

 

William Spiegel, Executive Chairman of R&Q, said:

 "It was only following consultation with a significant majority of our
shareholders, and careful consideration of their feedback, that the Board took
the decision to proceed with recommending the offer and the $100m of new
equity funding. Given the indication that a significant majority appear in
favour of the proposed transaction, and our commitment to achieving a fair
outcome for all our shareholders, we have decided to adjourn the meeting to
enable us to engage with them further."

 

Capitalised terms used but not defined in this announcement have the meaning
given to such terms in the circular sent to the Company's shareholders dated
27 April 2022.

-Ends-

 Enquiries

 R&Q                                                                                                                                      Tel: +44 (0) 207 780 5850

 William Spiegel

 Alan Quilter

 Tom Solomon

 Numis (Nominated Advisor and Joint Financial Adviser)                                                                                    Tel: +44 (0)20 7260 1000

 Charles Farquhar

 Giles Rolls

 Barclays (Joint Financial Adviser)                                                                                                       Tel: +44 (0)20 7623 2323

 Nishant Amin

 Gary Antenberg

 FTI Consulting (Financial PR for R&Q)                                                                                                    Tel +44 (0)7747 113919

 Tom Blackwell

 

 

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