REG - Randall & Quilter Ld - Results of General Meeting and Open Offer

R&Q Insurance HoldingsAnnouncement

11/07/2022 15:45

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RNS Number : 0669S  Randall & Quilter Inv Hldgs Ltd  11 July 2022

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.

Randall & Quilter Investment Holdings Ltd.

 ("R&Q", the "Group" or the "Company")

  Results of General Meeting and Open Offer

11 July 2022

Randall & Quilter Investment Holdings Ltd. (AIM:RQIH), the leading
non-life global specialty insurance company focusing on Program Management and
Legacy Insurance businesses, is pleased to announce that, further to the
announcement on 17 June 2022, the Resolutions put to Shareholders at the
General Meeting held earlier today, to seek authority to issue and allot the
New Ordinary Shares under the Conditional Issuance, were duly passed. Full
details of the proxy voting results will be published on the Company's website
at www.rqih.com shortly.

Result of Open Offer

In addition, the Company is pleased to announce that valid applications have
been received in respect of, and the Company will issue, 4,355,371 Open Offer
Shares, raising gross proceeds of c. $5.5 million(1) (£4.6 million) and
taking the total proceeds of the Fundraise to c. $129.5 million(2) (£107.3
million).

Admission & Total Voting Rights

Application has also been made for the Conditional Issuance Shares, totalling
74,758,355 new Ordinary Shares, to be admitted to trading on AIM and dealing
will commence at 8.00 a.m. on or around 12 July 2022 ("Second Admission").
Following Second Admission the Company will have 377,395,235 Ordinary Shares
in issue. The aforementioned figure of 377,395,235 Ordinary Shares may be used
by Shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

William Spiegel, Executive Chairman of R&Q, said: "We are pleased to
confirm the completion of our fundraise, with the strong level of investor
appetite demonstrated by the significant upsizing of this to circa $129.5m in
total. This new capital means R&Q enters the second half of the year with
the balance sheet strength needed to underpin the growth we are seeing in
Program Management and our well-established position as a leading global
provider of Legacy Insurance solutions.  We would like to thank our
shareholders for their support and we look forward to R&Q moving ahead
with renewed momentum and a clear focus on achieving our objectives for 2022
and beyond."

Capitalised terms used, and not defined elsewhere, in this announcement shall
have the meaning given to them in the announcement on 13 June 2022 regarding
the proposed Placing to be conducted by way of the Bookbuild, save where the
context requires otherwise.

-Ends-

1 Based on a GBP/USD exchange rate of 1.2033 as at 8 July 2022 (Bloomberg)

2 Based on a GBP/USD exchange rate of 1.2169 as at 13 June 2022 for the Firm
Issuance, and a GBP/USD exchange rate of 1.2033 as at 8 July 2022 for the
Conditional Issuance (Bloomberg)

 

Enquiries to:

 Randall & Quilter Investment Holdings Ltd.
 William Spiegel                                 Tel: 0207 780 5850

 Alan Quilter

 Tom Solomon

 Numis Securities Limited (Nominated Adviser & Broker)
 Charles Farquhar                                Tel: 020 7260 1000

 Giles Rolls

 Barclays Bank PLC Limited (Joint Broker)
 Nishant Amin                                    Tel: 020 7632 2322

 Chris Madderson

 FTI Consulting

 Tom Blackwell                                   Tel: 020 3727 1046

 

Notes to Editors:

 About R&Q

R&Q is a non-life global speciality insurance company operating two core,
highly complementary, businesses: Program Management and Legacy Insurance.
Both 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 no-life insurance
portfolios. Program Management generates commission income from its licensed
(and rated) carriers in the US, EU and the UK, writing niches and profitable
program business, largely on behalf of highly rated reinsurers.

Legal Entity Identifier (LEI): 2138006K1U38QCGLFC94

 Website: www.rqih.com (http://www.rqih.com/)

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.

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.

Barclays Bank PLC ("Barclays") 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 ("Numis"
and, together with Barclays, the "Banks") 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 Bank 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 Bank 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.

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
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