Last checked at 20 Sep 2013 07:00
Randall & Quilter Investment Holdings Ltd.
Proposed Return of Value to Shareholders of 3.4 pence per Existing Ordinary Share and Reduction of Capital
Following the announcement of the Group's interim results on 28 August 2013 ("Interim Announcement"), the Board of Randall & Quilter Investment Holdings Ltd. (AIM:RQIH) ("Company"), the specialist non-life insurance investor, service provider and underwriting manager, is pleased to confirm that copies of the Group's interim accounts for the period ending 30 June 2013 have been sent to shareholders today, together with a circular setting out details in relation to a proposed return of value to the Company's shareholders ("Return of Value") and convening a general meeting of the Company to be held at 3.00 p.m. on 16 October 2013 at 130 Fenchurch Street, 12th Floor, London, EC3M 5DJ, ("Circular").
Return of Value
The Return of Value involves the capitalisation of monies standing to the credit of the Company's share premium account and a Reduction of Capital. To effect the Return of Value:
· Shareholders are being offered the choice to be issued an N Share or an O Share for each Existing Ordinary Share held by them at 5.00 p.m. on 16 October 2013.
· On or around 28 October 2013 a Special Dividend of 3.4 pence will be declared on the O Shares, and both the N Shares and O Shares will be cancelled pursuant to the Reduction of Capital; the holders of the N Shares will be paid 3.4 pence per N Share in respect of the cancellation of the N Shares.
· Payments in respect of the Return of Value (comprising the Special Dividend and return of 3.4 pence per N Share) are expected to be made on or around 4 November 2013.
The Return of Value (including the creation and capitalization of the N Share and O Shares, the declaration of the Special Dividend and the Reduction of Capital) is subject to the approval of the Shareholders at the General Meeting.
Proposed Changes to the Bye-Laws
In addition to setting out details of the Return of Value, the Circular contains details of changes proposed to be made to the Company's Bye-Laws. These changes are proposed to facilitate the Return of Value (and any potential future return of value) and to conform the Board's ability to delegate authority in line with general commercial practice.
The proposed changes to the Existing Bye-Laws are proposed to be effected by the adoption of New Bye-Laws in place of the Existing Bye-Laws and require the approval of the Shareholders at the General Meeting.
Copies of this announcement will be, and copies of the Circular containing more information in relation to the Return of Value and Reduction of Capital are, available on the Company's website at www.rqih.com.
Terms defined in the Circular have the same meaning when used in this announcement.
-Ends-
Enquiries:
Enquiries to:
Randall & Quilter Investment Holdings Ltd. | www.rqih.com |
Tom Booth | Tel: +1 441 247 8330 |
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 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 14 insurance companies and captives in run-off (from the UK, US and Continental Europe) with net assets of c.£96.4m as at 30 June 2013
· 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 £76m 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.£8.9m as at 31 December 2012.
The Group was founded by Ken Randall, Executive Chairman and Chief Executive, and Alan Quilter, Chief Operating Officer.