REG - Randall & Quilter Ld - Results of Placing
14/06/2022 17:15
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RNS Number : 8744O Randall & Quilter Inv Hldgs Ltd 14 June 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.
LEI: 213800G4W18GWKTR9X51
14 June 2022
Randall & Quilter Investment Holdings Ltd
Results of Placing
Randall & Quilter Investment Holdings Ltd. (AIM:RQIH) ("R&Q" or the
"Company" and, together with its subsidiary undertakings, the "Group") is
pleased to announce the results of its non-pre-emptive placing (the
"Placing"), direct subscription (the "Direct Subscription") and management
subscription ("Management Subscription"), which, conditional on shareholder
approval at a general meeting of the Company expected to take place on 11 July
2022 (the "General Meeting"), will raise gross proceeds of approximately $125
million(1) (£103 million).
An aggregate of 97,828,596 Placing Shares and Direct Subscription Shares have
been placed with institutional investors at a price of 105 pence per Placing
Share (the "Issue Price"). Barclays Bank PLC and Numis Securities Limited are
acting as Joint Global Coordinators and Joint Bookrunners to the Company in
connection with the Placing (together, the "Joint Bookrunners").
Concurrently with the Placing and the Direct Subscription, as set out in the
Company's announcement of 13 June 2022, certain directors and members of the
senior management team of the Company will subscribe (the "Management
Subscription") for an aggregate of 1,053,715 New Ordinary Shares (the
"Management Subscription Shares"), at the Issue Price, pursuant to
subscription letters entered into with the Company.
The Company consulted with a number of its major shareholders prior to the
Placing and has respected the principles of pre-emption through the allocation
process. The Company is pleased by the strong support it has received from
existing shareholders and others.
The Issue Price represents a premium of 14.1% to the closing share price of 92
pence on 13 June 2022. The Placing Shares, Direct Subscription Shares and
Management Subscription Shares together represent approximately 35.5% of the
issued ordinary share capital of R&Q prior to the Placing, Direct
Subscription and Management Subscription.
27,425,612 of the Placing Shares and Direct Subscription Shares (the "Firm
Issuance Shares") will be issued under the Company's existing share capital
authorities. Application has been made to the London Stock Exchange for the
Firm Issuance Shares to be admitted to trading on AIM, with Admission expected
to take place at 8.00 a.m. on or around 16 June 2022 (or such later date as
may be agreed between the Company and the Joint Bookrunners being no later
than 23 June 2022) and it is expected that dealings in the Firm Issuance
Shares will commence at the same time.
70,402,984 of the Placing Shares and Direct Subscription Shares, and all of
the Management Subscription Shares and Open Offer Shares (together, the
"Conditional Issuance Shares" and together with the Firm Issuance Shares, the
"New Ordinary Shares") will be issued conditional on shareholder approval at
the General Meeting. Application will be made to the London Stock Exchange for
the Conditional Issuance Shares to be admitted to trading on AIM, with
Admission expected to take place at 8.00 a.m. on 12 July 2022 (or such later
date as may be agreed between the Company and the Joint Bookrunners being no
later than 19 July 2022) and it is expected that dealings in the Conditional
Issuance Shares will commence at the same time.
The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing issued ordinary shares of
R&Q. This includes the right to receive all dividends and other
distributions declared or paid in respect of such ordinary shares after the
date of their issue.
Related party transactions
Each of Phoenix Asset Management Partners, a holder of approximately 10.14% of
the existing ordinary shares of the Company, Brickell PC Insurance Holdings
LLC, a holder of approximately 23.18% of the existing ordinary shares of the
Company, are related parties of the Company and have agreed to subscribe for
New Ordinary Shares at the Issue Price in the Placing or the Direct
Subscription as follows:
Name Number of Firm Issuance Shares acquired Number of Conditional Issuance Shares acquired
Phoenix Asset Management Partners 4,817,945 12,182,055
Brickell PC Insurance Holdings LLC 6,426,760 16,249,908
In each case, this participation constitutes a related party transaction under
Rule 13 of the AIM Rules for Companies. As such, the directors of the
Company (the "Directors") consider, having consulted with the Company's
nominated adviser, Numis, that the terms of each such participation are fair
and reasonable insofar as the Company's shareholders are concerned.
Total voting rights
Following admission of the Firm Issuance Shares to AIM, the total number of
ordinary shares in issue in the Company will be 302,636,880. The Company does
not hold any shares in treasury and, therefore, following admission of the
Firm Issuance Shares, the number of voting shares in issue in the Company will
be 302,636,880. This figure 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. Subject to admission of the
Conditional Issuance Shares, the Company will make a further announcement
regarding the total number of shares in issue in due course.
Circular and Open Offer
The Company expects to post the circular, including the notice of General
Meeting on or around 17 June 2022. Full details of the open offer by the
Company will be included in the Circular. The Open Offer timetable, revised
from the Company's announcement released at 7.01hrs yesterday, is included
below.
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.
Notes:
(1) Based on a GBP/USD exchange rate of 1.2169, sourced from
Bloomberg as at 13 June 2022.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2022
Record Date and time for entitlements under the Open Offer 6.00 p.m. on 13 June
Existing Ordinary Shares marked 'ex' by the London Stock Exchange 8.00 a.m. on 14 June
Admission and commencement of dealings in Firm Issuance Shares 16 June
CREST accounts credited in respect of Firm Issuance Shares in uncertificated 16 June
form
Despatch of definitive share certificates for Firm Issuance Shares held in By 23 June
certificated form
Posting of the Circular, the Form of Proxy, the Form of Instruction and, for 17 June
Qualifying Non-CREST Shareholders only, the Application Form
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 8.00 a.m. on 20 June
stock accounts in CREST of Qualifying DI Holders
Latest recommended time for requesting withdrawal of CREST Open Offer 4.30 p.m. on 4 July
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time and date for depositing CREST Open Offer Entitlements and Excess 3.00 p.m. on 5 July
CREST Open Offer Entitlements into CREST
Latest time and date for splitting of Application Forms (to satisfy bona fide 3.00 p.m. on 6 July
market claims only)
Latest time and date for receipt of the Form of Instruction for, or placing of 2.00 p.m. on 6 July
a CREST instruction in relation to, the General Meeting
Latest time and date for receipt of completed the Forms of Proxy to be valid 2.00 p.m. on 7 July
at the General Meeting
Latest time and date for receipt of completed Application Forms from 11.00 a.m. on 8 July
Qualifying Shareholders and payment in full under the Open Offer or settlement
of relevant CREST instruction in respect of Depositary Interests (as
appropriate)
General Meeting 2.00 p.m. on 11 July
Announcement of result of the General Meeting and Open Offer 11 July
Admission and commencement of dealings in Conditional Issuance Shares 8.00 a.m. on 12 July
Conditional Issuance Shares credited to CREST stock accounts in Depositary 12 July
Interest form
Despatch of definitive share certificates for Conditional Issuance Shares held By 19 July
in certificated form
Enquiries
R&Q Tel: +44 (0) 207 780 5850
William Spiegel
Alan Quilter
Tom Solomon
Numis (Nominated Advisor, Joint Bookrunner and Joint Broker) Tel: +44 (0)20 7260 1000
Charles Farquhar
Giles Rolls
Barclays (Joint Bookrunner and 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
Bookrunners") 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 Bookrunners 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. Accordingly, the Placing Shares will
be offered and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) ("QIBs") and who have executed and delivered to the Company and the Joint
Bookrunners an Investor Representation Letter substantially in the form
provided to it, in each case, pursuant to an exemption from, or in a
transaction not subject to, registration under the Securities Act. No public
offering of the Placing Shares will be made in the United States or elsewhere.
The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal offence in
the United States.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, Japan or South Africa or
any other jurisdiction in which such activities would be unlawful.
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 Bookrunners,
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 Bookrunner 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 Bookrunner 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.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraising. Any indication
in this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the
Company's shares. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.
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.
All offers of Placing Shares will be made pursuant to an exemption under
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 from the requirement to produce a
prospectus. This Announcement is being distributed and communicated to persons
in the UK only in circumstances to which section 21(1) of the Financial
Services and Markets Act, 2000, as amended does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
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.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Alan Quilter
2. William Spiegel
3. Thomas Solomon
4. Christiane Barnes, PCA of Philip Barnes
5. Eamonn Flanagan
6. Joanne Fox
7. Pat Rastiello
8. Benjamin Mansel
2. Reason for the Notification.
a) Position/status 1. CEO
2. Executive Chairman
3. Chief Financial Officer
4. PCA of Non-Executive Director
5. Non-Executive Director
6. Non-Executive Director
7. PDMR
8. PDMR
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Randall And Quilter Investment Holdings Limited
b) LEI 213800G4W18GWKTR9X51
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument
Ordinary Shares
Identification code BMG7371X1065
b) Nature of the transaction
Placing
c) Price(s) and volume(s) Price Volume(s)
105p 1. 476,190
2. 154,667
3. 154,667
4. 95,238
5. 95,238
6. 20,000
7. 38,667
8. 19,048
d) Aggregated information: As above
- Aggregated volume
- Aggregated price
e) Date of the transaction 14 June 2022
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
3.
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
Randall And Quilter Investment Holdings Limited
b)
LEI
213800G4W18GWKTR9X51
4.
Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Ordinary Shares
Identification code
BMG7371X1065
b)
Nature of the transaction
Placing
c)
Price(s) and volume(s)
Price Volume(s)
105p 1. 476,190
2. 154,667
3. 154,667
4. 95,238
5. 95,238
6. 20,000
7. 38,667
8. 19,048
d)
Aggregated information:
- Aggregated volume
- Aggregated price
As above
e)
Date of the transaction
14 June 2022
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
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