REG - Randall & Quilter Ld - TR-1: Notification of Major Holdings

R&Q Insurance HoldingsAnnouncement

29/01/2021 17:25

RNS Number : 4413N
  
Randall & Quilter Inv Hldgs Ltd
  
29 January 2021
  
 

TR-1: Standard form for notification of major holdings
 



NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i










1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: 


Randall and Quilter Investment Holdings Ltd.




1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)




Non-UK issuer


X




2. Reason for the notification (please mark the appropriate box or boxes with an "X")




An acquisition or disposal of voting rights


X




An acquisition or disposal of financial instruments








An event changing the breakdown of voting rights








Other (please specify)iii:








3. Details of person subject to the notification obligationiv




Name


Brickell  Insurance Holdings LLC




City and country of registered office (if applicable)


Delaware




4. Full name of shareholder(s) (if different from 3.)v




Name








City and country of registered office (if applicable)








5. Date on which the threshold was crossed or reachedvi:


27 January 2021




6. Date on which issuer notified (DD/MM/YYYY):


29 January 2021




7. Total positions of person(s) subject to the notification obligation








% of voting rights attached to shares (total of 8. A)


% of voting rights through financial instruments

(total of 8.B 1 + 8.B 2)


Total of both in % (8.A + 8.B)


Total number of voting rights of issuervii




Resulting situation on the date on which threshold was crossed or reached


25.5341%






25.5341%


274,055,927




Position of previous notification (if 
applicable)


9.01%






9.01%
















 



8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii




A: Voting rights attached to shares




Class/type of

shares
ISIN code (if possible)


Number of voting rightsix


% of voting rights




Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)


Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)


Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)


Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)








69,977,745






25.5341%




















































SUBTOTAL 8. A


69,977,745


25.5341%




 
 




B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))




Type of financial instrument


Expiration

datex


Exercise/

Conversion Periodxi


Number of voting rights that may be acquired if the instrument is 
exercised/converted.


% of voting rights














































































SUBTOTAL 8. B 1












 
 




B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))




Type of financial instrument


Expiration

datex


Exercise/

Conversion Period xi


Physical or cash 
settlementxii


Number of voting rights 


% of voting rights






























































































SUBTOTAL 8.B.2












 
 
 















 



9. Information in relation to the person subject to the notification obligation (please mark the 
applicable box with an "X")




Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii








Full chain of controlled undertakings through which the voting rights and/or the

financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)


X




Namexv


% of voting rights if it equals or is higher than the notifiable threshold


% of voting rights through financial instruments if it equals or is higher than the notifiable threshold


Total of both if it equals or is higher than the notifiable threshold




Steven W. Pasko


25.5341%*












MTCP LLC
 


25.5341%*












Brickell Insurance Holdings LLC
 


25.5341%*












Brickell PC Insurance Holdings LLC
 


25.5341%*




































10. In case of proxy voting, please identify:




Name of the proxy holder








The number and % of voting rights held








The date until which the voting rights will be held














11. Additional informationxvi




As of 18 December 2020, Brickell Insurance Holdings LLC held 20,205,577 shares in Randall and Quilter Investment Holdings Ltd which, at that time, equated to 9.01% of the shares in Randall and Quilter Investment Holdings Ltd. However, at completion of the exchange transaction and issue of exchange shares notified in this form, the post exchange shareholding held by the Brickell group in Randall and Quilter Investment Holdings Ltd is 25.5341% which is broken down as follows: 
·    7.3728% (being the fully-diluted 9.01% shareholding that Brickell Insurance Holdings LLC held at 18 December 2020 prior to the exchange transaction taking place); plus
·    18.1613% (being the amount that was allotted to Brickell PC Insurance Holdings LLC at completion of the exchange transaction). 
 
*   Following the issue of the exchange shares and their admission to AIM which took place at 8.00am on 27 January 2021, Brickell holds an aggregate total of 69,977,745 ordinary shares, representing 25.5341% of the voting rights attributable to all of the ordinary shares then in issue in Randall and Quilter Investment Holdings Ltd. However, as certain US jurisdictional regulatory consents or approvals remain outstanding, the ability to exercise voting rights attached to 42,846,208 of the 69,977,745 shares is restricted until such time as the appropriate consents or approvals have been obtained. The 42,846,208 shares represent the Brickell group's holding in excess of 9.9% of the current total voting rights in Randall and Quilter Investment Holdings Ltd.
 










 



Place of completion


London, United Kingdom




Date of completion


27 January 2021



 

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