REG - Randall & Quilter Ld - TR-1: Notification of major holdings

R&Q Insurance HoldingsAnnouncement

14/07/2022 13:00

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RNS Number : 5166S  Randall & Quilter Inv Hldgs Ltd  14 July 2022

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                                                                                    Randall and Quilter Investment Holdings Ltd.
 which voting rights are attached(ii):
 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
 An acquisition or disposal of financial instruments
 An event changing the breakdown of voting rights
 Other (please specify)(iii):                                                                                                                                                                                                                     X
 3. Details of person subject to the notification obligation(iv)
 Name                                                                                                                                                         Steven W. Pasko
 City and country of registered office (if applicable)
 4. Full name of shareholder(s) (if different from 3.)(v)
 Name                                                                                                                                                         Please refer to response at section 9
 City and country of registered office (if applicable)
 5. Date on which the threshold was crossed or reached(vi):                                                                                                   12 July 2022
 6. Date on which issuer notified (DD/MM/YYYY):                                                                                                               13 July 2022
 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 both in % (8.A + 8.B)  Total number of voting rights of issuer(vii)

(total of 8.B 1 + 8.B 2)
 Resulting situation on the date on which threshold was crossed or reached  12.71%*                                                                                                      12.71%*
 Position of previous notification (if                                      10.12%*                                                                                                      10.12%*

 applicable)

 

 8. Notified details of the resulting situation on the date on which the
 threshold was crossed or reached(viii)
 A: Voting rights attached to shares
 Class/type of                                  Number of voting rights(ix)                                                                                 % of voting rights

shares

 ISIN code (if possible)
                                                Direct                                          Indirect                                                    Direct                                           Indirect

                                                (Art 9 of Directive 2004/109/EC) (DTR5.1)       (Art 10 of Directive 2004/109/EC) (DTR5.2.1)                (Art 9 of Directive 2004/109/EC) (DTR5.1)        (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
 Ordinary -                                     47,953,868                                                                                                  12.71%*

 BMG7371X1065

 SUBTOTAL 8. A                                                                                                                                              12.71%*

 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              Exercise/                                                   Number of voting rights that may be acquired if the instrument is        % of voting rights

date(x)
Conversion Period(xi)

                                                                                                                                    exercised/converted.

                                                                        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                               Exercise/                                 Physical or cash                                                  Number of voting rights  % of voting rights

date(x)
Conversion Period (xi)

                                                                                                                  settlement(xii)

                                                                                                                  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) issuer(xiii)
 Full chain of controlled undertakings through which the voting rights and/or                                                                                                                                                     X
 the

financial instruments are effectively held starting with the ultimate
 controlling natural person or legal entity(xiv) (please add additional rows as
 necessary)
 Name(xv)                            % 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  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                 than the notifiable threshold
 Steven W. Pasko                     12.71%*
 MTCP LLC                            12.71%*

 Brickell Insurance Holdings LLC     12.71%*

 Brickell PC Insurance Holdings LLC  12.71%*

 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 information(xvi)

 * As at 12 July 2022, Brickell holds an aggregate total of 47,953,868 ordinary
 shares, representing 12.71% of the voting rights attributable to all of the
 ordinary shares then in issue in R&Q. This is broken down as follows:

 ·    11.02% held by Brickell PC Insurance Holdings LLC; and

 ·    1.69% held by Brickell Insurance Holdings LLC.

 However, as certain US jurisdictional regulatory consents / approvals remain
 outstanding, the ability for Brickell and its affiliates (which in certain
 jurisdictions, including certain states in the United States of America,
 includes 777 Partners LLC) to exercise voting rights attached to any shares
 over 9.9% continues to be restricted until such time as the appropriate
 consents or approvals have been obtained.

 [For completeness, we note that 777 Partners LLC holds 5,379,065 shares in
 R&Q which represents 1.43% of the issued share capital in R&Q as at 13
 July 2022.]

 

 Place of completion  London, United Kingdom
 Date of completion   13 July 2022

 

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