Last checked at 17 May 2013 09:09
17 May 2013
RANDALL & QUILTER INVESTMENT HOLDINGS PLC
("Randall & Quilter")
Proposed Redomicile to Bermuda
Randall & Quilter (AIM:RQIH), the specialist non-life insurance investor, service provider and underwriting manager, announced its intention to redomicile the holding company of the Randall & Quilter group from the UK to Bermuda (the "Redomicile") on 25 April 2013. As explained in that announcement, the Redomicile will be implemented by way of scheme of arrangement ("Scheme") sanctioned by the high court of England and Wales ("Court") and will be subject to, amongst other things, the approval of Randall & Quilter's shareholders and the sanction of the Court.
If the Redomicile proposal is approved, all existing ordinary shares in Randall & Quilter will be cancelled and holders of Randall & Quilter's share will be issued with new shares in Randall & Quilter Investment Holdings Ltd ("New R&Q Shares"), a company that has been incorporated in Bermuda to become the new holding company for the Randall & Quilter group of companies ("New R&Q").
Application will be made for the New R&Q Shares to be admitted to trading on the AIM Market of the London Stock Exchange on the Scheme becoming effective ("Admission").
The Scheme
The Board of Randall & Quilter is pleased to announce that the Court has approved the publication and posting of a circular to Randall & Quilter's shareholders relating to the Scheme (the "Scheme Circular"). The Scheme Circular sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, a timetable of principal events and details of the action to be taken by shareholders.
As described in the Scheme Circular, to become effective, the Scheme will require:
(i) the approval of Randall & Quilter shareholders at a meeting to be convened in accordance with an order of the Court ("Court Meeting"); and
(ii) the passing of a special resolution by the Randall & Quilter shareholders at Randall & Quilter's annual general meeting ("AGM").
The Court Meeting and AGM are scheduled to be held at Randall & Quilter's registered office at 110 Fenchurch Street, London EC3M 5JT on 12 June 2013. The AGM will be convened at 12:30pm and the Court Meeting will be convened during an adjournment of the AGM, anticipated to be immediately following the completion of the business customarily conducted at Randall & Quilter's AGM.
Copies of the Scheme Circular, the Forms of Proxy for use by Randall & Quilter Shareholders at the Court Meeting and the AGM will be posted to Randall & Quilter Shareholders today and will be available for inspection at (i) the offices of Mills & Reeve LLP (being 130 Fenchurch Street, London, EC3M 5DJ), the registered offices of Randall & Quilter (being 110 Fenchurch Street, London EC3M 5JT) and the registered offices of New R&Q (being Clarendon House, 2 Church Street, Hamilton HM11, Bermuda) up to and including Admission during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted); and (ii) subject to certain restrictions, on the Randall & Quilter website (www.rqih.co.uk), in each case, up to and including Admission.
Subject to the requisite approval of Randall & Quilter shareholders at the Court Meeting and the AGM, the sanction of the Scheme by the Court at the Scheme Sanction Hearing (expected to be on 3 July 2013), the delivery of office copies of the Court Order to the Registrar of Companies and the satisfaction or waiver of the other conditions set out in the Scheme Circular, the Scheme is expected to become effective, and dealings in New R&Q Shares are expected to commence on the AIM Market, on or around 5 July 2013.
Enquiries to:
Randall & Quilter Investment Holdings plc | www.rqih.com |
Tom Booth | Tel: 020 7780 5850 |
Numis Securities Limited | |
Stuart Skinner/Robert Bruce (Nominated Adviser) | Tel: 020 7260 1000 |
Charles Farquhar (Broker) | Tel: 020 7260 1000 |
Shore Capital Stockbrokers Limited | |
Dru Danford / Stephane Auton | Tel: 020 7408 4090 |
FTI Consulting | |
Edward Berry Tom Blackwell | Tel: 020 7269 7297 Tel: 020 7269 7222 |
Notes to Editors:
Since formation, Randall & Quilter has pursued a buy and build strategy to create a comprehensive range of investment activities and services in the global non-life insurance market and is focused on the following three core areas:
·; Insurance Investments;
·; Insurance Services; and
·; Underwriting Management
The Randall & Quilter Group:
·; has a team of up to 400 insurance professionals based in the UK, USA, Bermuda, and Continental Europe with wide service capability in both the 'live' and 'run-off' market;
·; has a current portfolio of 12 insurance companies in run-off (from the UK, US and Continental Europe) with net assets of c.£91.3m as at 31 December 2012
·; owns a Bermuda Class 3A insurance company which currently supports the Group's four syndicate participations;
·; has launched Syndicate 1991 which commenced underwriting from January 1, 2013 with a Capacity of £77m for 2013, provides 'turnkey' management services to Lloyd's syndicate 1897, manages two RITC ('run-off') syndicates and owns and operates 3 MGA business units; and
·; acquires and manages a portfolio of insurance receivables, with a carrying cost of c.£6.5m as at 31 December 2012.
The Group was founded by Ken Randall, Executive Chairman and Chief Executive, and Alan Quilter, Chief Operating Officer.