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Don’t forget there are other interested parties, the sale involved :
94 counter parties approached
59 entered NDAs
16 non binding offers first round
9 went to second round
4 non binding offers at second round
Onex bid was chosen from the lot.
The sale docs also mention potential risks from a take over approach before sale completion.
It’s getting there, aslong as RQ keep on top of it then and all is as they have RNS’d the. It should happen, the sale has a pledge held over $465m Onex shares so they can’t walk away, and Onex want the $100m / year accredited is going to generate, Onex need to be seen to grow and replace their AUM and Accredited is a steel at the sale price for them.
Downside is IF the sales don’t complete they wind the business down as they won’t have the required A- or above credit rating to operate in US.
Nothing in life is free. But the potential Risk/reward here is a 10+ to 1 bet.
If all goes to plan the slimmed down company will be a good asset to keep or sell, eventually potentially returning multiples of current mcap to equity holders over many years.
Just a matter of time.
R&Q Insurance Holdings Ltd
Appointment of Non-Executive Directors
19 April 2024
R&Q Insurance Holdings Ltd (AIM-RQIH) ("R&Q" or the "Group") announces the appointments to the Board of Stephen Welch and Lawrence Hirsh as Non-Executive Directors, effective from 18 April 2024.
Stephen Welch has worked for financial sponsors and investors in both executive and non-executive roles. He has extensive experience managing complex corporate issues, including several restructuring situations of regulated financial services and insurance businesses. Stephen is also a Non-Executive Director of Telegraph Media Group Limited, The Spectator (1828) Limited and the Primary Group Limited. Stephen was a partner at McGrathNicol and a Senior Managing Director at FTI Consulting, and is a Chartered Accountant.
Lawrence Hirsh has acted as an independent board member and advisor to a number of companies, providing financial and operational services. Lawrence was previously a Managing Director for Alvarez & Marsal, leading its Southeastern US Corporate Restructuring Practice, and a Partner at Arthur Andersen LLP. As both an advisor and during his career, Lawrence has a track-record of helping drive operational improvements and cost reduction programs.
Jeff Hayman, Chairman of R&Q, said: "Stephen and Lawrence both bring relevant additional experience to the Board, in particular with regards to our priorities of reducing debt and improving the efficiency and expense base of the go-forward business. As we continue to work towards completing the sale of Accredited, these appointments also support our ongoing discussions with lenders to achieve their necessary approvals."
R&Q Legacy also expects to have the ability to release a significant amount of capital over the next 5 years
and generate incremental investment income. R&Q Legacy expects over $100 million of cumulative surplus
capital to be generated as claims payments are made, thus releasing capital held against reserves. This is
in addition to the estimated $40 million to $80 million of additional collateral R&Q Legacy will be required to
hold against existing legacy exposure retained by Accredited, which R&Q Legacy expects to be released
and available over the next few years as the underlying exposures are reduced and eliminated.
Mr Bradbrook is currently engaged as the Chief Accounting Officer for the R&Q Group pursuant to a service
agreement with R&Q Central Services Limited. Mr Bradbrook receives a fixed basic annual salary of
US$360,000 payable monthly in arrears and his service agreement is terminable by either party on six months’
written notice. Mr Bradbrook may be entitled to be paid bonuses of such amounts (if any) at such times and
subject to such conditions as the Company’s remuneration committee may in its absolute discretion decide.
In addition, Mr Bradbrook is guaranteed a bonus payment of $201,600 in April 2024.
Sales doc :
bargain.
"Mr Hayman has agreed, subject to contract, to enter into a service agreement with the Company pursuant
to which he will be employed as Interim Chief Executive Officer of R&Q Legacy for a fixed basic annual
salary of US$600,000 payable monthly in arrears. There is no entitlement to a bonus. Mr Hayman will be
subject to customary restrictive covenants during and after the term of the agreement. Mr Hayman’s
appointment will be finalised upon Closing of the Accredited sale and the remaining terms and conditions
will be agreed prior to then."
Numbers pre asset sale as of June 23 interim, plenty of long term finance in place and shows plenty room for more profit for new buyers if using cash raised from equity and debt cleared
The total amounts owed to credit institutions at 30 June 2023 was $333.3m (31 December 2022: $344.9m).
The Group has issued the following debt:
Issuer
Principal
Rate
Maturity
R&Q Insurance Holdings Ltd.
$70,000k
6.35% above USD LIBOR*
2028
R&Q Insurance Holdings Ltd.
$125,000k
6.75% above USD LIBOR**
2033
Accredited Insurance (Europe) Limited
€20,000k
6.7% above EURIBOR
2025
Accredited Insurance (Europe) Limited
€5,000k
6.7% above EURIBOR
2027
R&Q Re (Bermuda) Limited
$20,000k
7.75% above USD LIBOR
2023
Revolving Credit Facility
£59,327k
Variable
Revolving
Bank Term Loan
£12,500k
SONIA - 5 NCCR LAG
2024
* USD LIBOR Capped at 3.65% through December 2023
** USD LIBOR capped at 2%
The Group's subsidiary, Accredited Holding Corporation, provides a full and unconditional guarantee for the payment of principal, interest and any other amounts due in respect of the $70.0m Notes issued by R&Q Insurance Holdings Ltd.
Cash and investments
Our Cash and Investments at 30 June 2023, excluding funds withheld, was $1.5 billion. We produced a book yield, which excludes net realised and unrealised gains on fixed income assets, of 2.8%, an increase of 80 bps compared to H1 2022, due to the higher interest rate environment.
155m voted for
125m voted agaisnt
80m volume since the sale announcement in Oct
41.5m volume since vote on 11/1/24
There lies the simplest reason why it’s at 3p and plenty of buying is being absorbed.
Simple market mechanics Let it churn, let the asset sale happen, it’s not just a day trade, plan was hold to end of Q2 or a rally.
Worrying to much about the short term book while it’s at £10m mcap from £250m mcap as point of asset sale rns.
Details are in a table in the endnotes of 20th Oct 23 RNS, 80 cents nav post transaction.
Minus any new losses / increases in associated costs etc since.
The goal for RQ is a mass deleveraging and move to fee based income to hedge against future risks which may include further asset sales.
The Losses are expected as part of the DD / auditing of assets given changes to market, just a matter of how much.
It works for Onex because they raise capital and buy assets.
It doesn’t work for RQIH because they have debt to fund the asset and higher interest rates put RQ at risk if held, hence deleverage.
The assets for sale are forecast to generate $100m free cash flow / year for next 5 years, it’s a no brainer for onex. And unfortunate that rq has to sell them. But it is what it is.
“Onex Partners and ONCAP. Similarly, in Credit, Onex raises and invests capital across several private credit, public credit and public equity strategies. Onex's investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, insurance companies and family offices. In total, Onex has approximately $50 billion in assets under management, of which approximately $8 billion is Onex's own investing capital. “
I took it straight off the RNS, obviously minus any additional new losses as they tidy up the books for sale, but when it’s 3p / £10m mcap they have the small wiggle room of £220m and it would still be worth double.
Yep, if asset sales complete from 3p it’s got clear blue sky potential.
Post the $465m sale : “Net Asset Value Per Common Share 80 cents “= £240m NET assets, from £10m mcap there’s plenty of headroom for an increase in the £15m allocated closing costs and whatever losses they post.
+ The $30m disposal last week adds on top of this.
Also - the losses will reduce the tax bill, and could even potentially incur a tax refund for past taxes paid.
Just needs sales to complete.
“R&Q currently expects closing of that sale to occur in Q2 2024. In the meantime, the Board of R&Q continues to evaluate any and all options so as to realise value from its Legacy Insurance business for the benefit of all its stakeholders, including its shareholders, whether that be through the ongoing trading of that business or through alternative strategic options.”
Expected a bit of a bounce today if im honest.
I did same, added more on Friday, now have buys ranging from 2.86-7.14p.
Would think $500m proceeds from of asset sales coming our way Q2 2024 would move the dial in the right direction upon completion..... but until then zzz