REG - Randall & Quilter Ld - Publication and posting of Circular

R&Q Insurance HoldingsAnnouncement

27/04/2022 16:45

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RNS Number : 5850J  Randall & Quilter Inv Hldgs Ltd  27 April 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

For immediate
release                                                                                                     27
April 2022

 

RECOMMENDED ACQUISITION

of

Randall & Quilter Investment Holdings Ltd.

("R&Q")

by

Brickell PC Insurance Holdings LLC

("Brickell")

and

commitment to provide $100 million of new equity funding

 

Publication and posting of Circular

On 1 April 2022, Brickell and R&Q announced that they had agreed the terms
of a recommended cash acquisition of the entire issued ordinary share capital
of R&Q by Brickell (the "Acquisition") as well as $100 million of new
equity funding (the "New Equity Funding"). As outlined in that announcement,
the Acquisition will be effected by means of a merger under the Bermuda
Companies Act (the "Merger").

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Circular (as defined below), unless the context requires
otherwise.

Accordingly, R&Q announces that it is posting to R&Q Shareholders a
circular relating to the Merger (the "Circular"), together with forms of proxy
or forms of instruction (for use by registered holders of R&Q Shares and
holders of Depositary Interests, respectively).

The Circular contains, amongst other things, a letter from the Chair of
R&Q, the terms of the Acquisition,  a notice of Special General Meeting
("Notice"), an indicative timetable of principal events and action to be taken
by R&Q Shareholders.

R&Q Shareholders should carefully read the Circular, in its entirety,
before making a decision with respect to the Acquisition.

The Circular will be made available on the Company's website, www.rqih.com
(http://www.rqih.com) , subject to restrictions relating to persons in
Restricted Jurisdictions.

Action required

As further detailed in the Circular, the Acquisition and the New Equity
Funding will require the approval by R&Q Shareholders of the Resolutions
to be proposed at the Special General Meeting to be held at 71 Fenchurch
Street, Ground Floor, London EC3M 4BS on 20 May 2022 at 2.00 p.m.

Completion of the Acquisition is also subject to the Conditions, which are
summarised in the Circular.

The R&Q Board believes the Acquisition and the New Equity Funding together
are in the best interests of R&Q Shareholders and recommend unanimously
that R&Q Shareholders vote, or procure voting, in favour of the
Resolutions to be proposed at the Special General Meeting, as all of the
R&Q Directors who hold R&Q Shares have irrevocably undertaken to do in
respect of their beneficial holdings of 9,102,904 R&Q Shares, in
aggregate, representing approximately 3.31 per cent. of the R&Q Shares in
issue as at the Latest Practicable Date.

Whether or not R&Q Shareholders intend to attend and/or vote at the
Special General Meeting, they are encouraged to sign and return their Form of
Proxy or Form of Instruction (as applicable) or deliver their voting
instructions by one of the other methods described in the Circular, as soon as
possible.

Timetable

The expected timetable of principal events is attached as an Appendix to this
announcement.

All references to time in this announcement are to London time unless
otherwise stated.

Enquiries:

 Brickell
 Steven Pasko (Chairman)                        Tel +1 305 921 2855
 Gayle Levy (General Counsel)                   Tel +1 305 921 2855
 R&Q
 William Spiegel                                Tel + 44 (0) 207 780 5850
 Tom Solomon                                    Tel + 44 (0) 207 780 5850
 Barclays (Financial Advisor to R&Q)
 Nishant Amin                                   Tel +44 (0)20 7623 2323
 Milan Solanki                                  Tel +44 (0)20 7623 2323
 Numis (Financial Advisor and Nominated Advisor to R&Q)
 Charles Farquhar                               Tel + 44 (0)20 7260 1000
 Giles Rolls                                    Tel + 44 (0)20 7260 1000
 Stuart Ord                                     Tel + 44 (0)20 7260 1000
 GC Securities (Financial Advisor to Brickell)
 Andrew Beecroft                                Tel + 44 (0)20 357 1000
 Ed Hochberg                                    Tel + 44 (0)20 357 1000
 David Rushworth                                Tel + 44 (0)20 357 1000

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

Important notices

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the FCA and the Prudential Regulation Authority, is acting
exclusively for R&Q and no one else in connection with the Acquisition and
will not be responsible to anyone other than R&Q for providing the
protections afforded to clients of Barclays nor for providing advice in
relation to the Acquisition or any other matter referred to in this
Announcement.

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.

MMC Securities Limited ("trading as GC Securities, ("GC Securities"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for Brickell 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 Brickell for providing the protections afforded to clients
of GC Securities, nor for providing advice in relation to any matter referred
to herein.

The City Code on Takeovers and Mergers

By virtue of its status as a Bermuda incorporated company, the Code does not
apply to R&Q. R&Q has incorporated certain takeover-related provisions
into its Bye-Laws but these do not provide R&Q Shareholders with the full
protections offered by the Code and enforcement of such provisions are the
responsibility of R&Q, not the Panel.

Further Information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of R&Q in any
jurisdiction in contravention of applicable law. The Acquisition will be made
solely pursuant to the terms of the Circular, which will contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Acquisition and accompanied by forms of proxy and forms of
instruction for use at the General Meeting. Any decision in respect of, or in
response to, the Acquisition should be made only on the basis of the
information in the Circular. R&Q Shareholders are advised to read the
Circular and any other formal documentation published in relation to the
Acquisition carefully.

This announcement has been prepared for the purpose of complying with Bermuda
and English law 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 of jurisdictions outside the United Kingdom and
Bermuda.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Overseas Shareholders

The laws of the relevant jurisdictions may affect the availability of the
Acquisition to persons who are not resident in the United Kingdom, the United
States or Bermuda. Persons who are not resident in the United Kingdom, the
United States or Bermuda or who are subject to laws of any jurisdiction other
than the United Kingdom, the United States or Bermuda, should inform
themselves about, and observe, any applicable requirements. In particular, the
ability of R&Q Shareholders who are not resident in the United Kingdom,
the United States or Bermuda to vote their R&Q Shares with respect to the
Acquisition at the General Meeting may be affected by the laws of the relevant
jurisdiction in which they are located. Any person (including, without
limitation, nominees, trustees and custodians) who would, or otherwise intends
to, forward this announcement, the Circular or any accompanying document to
any jurisdiction outside the United Kingdom, the United States or Bermuda
should refrain from doing so and seek appropriate professional advice before
taking any action.

Notice to US investors

The Acquisition relates to the shares of a Bermuda company and is being made
by means of a merger provided for under the Bermuda Companies Act. The
transaction, implemented by way of a merger is not subject to the tender offer
rules or the proxy solicitation rules under the U.S. Securities Exchange Act
of 1934, as amended. Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable to a merger involving a target company
in Bermuda quoted on the Alternative Investment Market operated by the London
Stock Exchange, which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. If, in the future, Brickell
exercises its right to implement the Acquisition by way of a Takeover Offer
and determines to extend the Takeover Offer into the United States, the
Acquisition will be made in compliance with applicable United States laws and
regulations.

Each R&Q Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Acquisition
applicable to them, including under applicable United States state and local,
as well as overseas and other, tax laws.

Financial information relating to R&Q included in this announcement and
the Circular has been or shall have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

R&Q is organised under the laws of a country other than the United States.
Some of the officers and directors of R&Q are residents of countries other
than the United States. In addition, substantial assets of R&Q are located
outside the United States. As a result, it may be difficult for R&Q
Shareholders to effect service of process within the United States upon
R&Q or its officers or directors or to enforce against them a judgment of
a US court predicated upon the federal or state securities laws of the United
States.

Disclosure Requirements

R&Q is a Bermuda company and is therefore not subject to the Code.
Accordingly, shareholders of R&Q and others dealing in R&Q Shares are
not obliged to disclose any of their dealings under the provisions of the
Code. However, shareholders of R&Q and others dealing in R&Q Shares
are still obliged to comply with disclosure obligations under the Bye-laws,
the AIM Rules and the UK Market Abuse Regulation.

.

APPENDIX 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                                             Expected Time/Date

 Latest time and date for receipt of the Form of Instruction for, or placing of    2.00 p.m. on 17 May 2022(1)
 a CREST instruction in relation to, the Special General Meeting

 Voting Record Time for DI Holders                                                 6.00 p.m. on 17 May 2022(2)

 Latest time and date for receipt of the Form of Proxy for the Special General     2.00 p.m. on 18 May 2022(3)
 Meeting

 Voting Record Time for registered R&Q Shareholders                                6.00 p.m. on 18 May 2022(4)

 Special General Meeting                                                           2.00 p.m. on 20 May 2022

 Satisfaction or waiver of all Conditions                                          C

 Execution and delivery of the: (i) Bermuda Merger Agreement; and (ii) Merger      On or before the Closing Date
 Application

 Last day of dealings in R&Q Shares                                                Last Business Day before the Closing Date

 Closing Date                                                                      C + 3 Business Days

 Effective Time                                                                    10:00 a.m. on the Closing Date(5)

 Cancellation of admission of R&Q Shares to AIM                                    The Business Day following the Closing Date

 Despatch of Acquisition Consideration to Custodian                                On the first Business Day following the Closing Date

 Despatch of letter of transmittal to holders of Certificates                      No later than 3 Business Days following the Closing Date

 Long Stop Date (latest Closing Date)                                              1 April 2023 or such later date as may be specified in accordance with the
                                                                                   Implementation Agreement(6)

 

Notes:

(1)      Forms of Instruction for the Special General Meeting must
be lodged no later than 72 hours
(excluding any part of a day that is not a
Business Day) before the time appointed for the   Special General
Meeting or, in the case of an adjourned meeting, 72 hours (excluding
            any part of a
day that is not a Business Day) before the time appointed for the adjourned
          Special General Meeting.

(2)      If the Special General Meeting is adjourned, the Voting Record
Time for DI Holders for the           adjourned meeting will be 6.00
p.m. on the date which is three Business Days before the          date
set for such adjourned meeting.

(3)                  Forms of Proxy for the Special General
Meeting must be lodged no later than 48 hours (excluding any part of a day
that is not a Business Day) before the time appointed for the Special General
Meeting or, in the case of an adjourned meeting, 48 hours (excluding
        any part of a day that is not a Business Day) before the time
appointed for the adjourned Special General Meeting.

(4)      If the Special General Meeting is adjourned, the Voting Record
Time for registered R&Q Shareholders for the adjourned meeting will be
6.00 p.m. on the date which is two Business         Days before the
date set for such adjourned meeting.

(5)      The Merger will become effective upon the issuance of the
Certificate of Merger by         the Registrar.

(6)      Please refer to the definition of Long Stop Date in Part Five
(Definitions) of the Circular.

 

 

The dates and times
given are indicative only and are based on R&Q's current expectations and may be
subject to change (including as a result of changes to the regulatory timetable). If any of the expected times
and/or dates above change, the revised times and/or dates will be
notified to R&Q Shareholders by
announcement through a Regulatory Information Service.

 

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