AIM Rule 26 Disclosure

The following information is disclosed further to Rule 26 of the AIM Rules:

Description of Business

Randall & Quilter Investment Holdings Ltd. is a diverse insurance group, headquartered in Bermuda and with extensive operations in the US and Europe. The Group is a leading provider of finality solutions for run-off portfolios and global program capacity for MGAs and their reinsurers, and provides core services of legacy acquisitions and program underwriting management.

Directors and Their Biographical Details

Click here to view a list of directors and their biographical information.

Board Responsibilities

The Board of Directors comprises 3 non-executive directors and 3 executive directors. The Board has delegated certain authorities to Committees, each with a formal terms of reference.

Click here for further information on the Company’s committees.

Country of Incorporation and Main Country of Origin

Randall & Quilter Investment Holdings Ltd. is incorporated in Bermuda. Operations are predominantly located in Bermuda, the US, Malta and the UK.

Statement on Shareholders Rights

As a Bermuda incorporated company, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Constitutional Documents

Click here to view the Company’s Bye-Laws.

Trading Platform

The Company is listed on the Alternative Investment Market (AIM) of the London Stock Exchange.

Issued Share Capital

Total shares in issue: 125,984,280 2p Ordinary Shares as at last close.
Total voting shares in issue: 125,984,280 2p Ordinary Shares as at last close.

Significant Shareholders Information

Shareholder Name (* – Executive/Director)	Amount	% Holding
Phoenix Asset Management Partners Limited	24,390,734	19.36
Randall Family	15,991,349	12.69
Kenneth Edward Randall*^#	14,428,186	11.45
Miton Asset Management	12,061,103	9.57
J O Hambro Capital Management	11,809,748	9.37
Invesco Ltd.	9,216,165	7.32
CQS (UK) LLP	7,318,230	5.81
Aberdeen Standard Investments	8,659,738	6.87
Alan Kevin Quilter*	3,892,088	3.09
Mark Randall^#	1,273,126	1.01

^# Holding included in the ‘Randall Family’ holding.

Non-Executive Director Shareholdings

Director Name	Amount	% Holding
Michael Gordon Smith	35,000	0.03

Management & Family Shareholding (> 0.01%): 16.16% including:

Name	Amount	% Holding
Kenneth Edward Randall	14,428,186	11.45
Alan Kevin Quilter	3,892,088	3.09
Mark Randall	1,273,126	1.01
Todd Campbell	96,905	0.08
Pamela Sellers-Hoelsken	70,000	0.06
Jennie Rimmer	25,565	0.02
Other family holdings	563,594	0.45

Shares not in public hands

	Amount	% Holding
Total	42,943,957	34.09

Shares held in treasury

	Amount	% Holding
Total	0	0.00

Information correct as at 18 February 2019

Notifications of Major Interest in Shares

Date	Company	Download
27/09/2018	Standard Life Aberdeen plc	Click here
31/10/2017	Miton Asset Management/The Diverse Income Trust plc	Click here
30/10/2017	Kenneth Randall	Click here
30/10/2017	Phoenix Asset Management Partners Limited	Click here
29/06/2017	Invesco Ltd.	Click here
29/06/2017	Numis Corporation plc	Click here
29/06/2017	Kenneth Randall	Click here
29/06/2017	Alan Quilter	Click here
28/03/2017	Phoenix Asset Management Partners Limited	Click here
28/03/2017	Phoenix Asset Management Partners Limited	Click here
28/03/2017	Kenneth Randall	Click here
21/06/2016	Phoenix Asset Management Partners Limited	Click here

Restrictions on Transfer

The rights attaching to the Ordinary Shares are set out in the Company’s Bye-Laws.

Annual Accounts

Click here to view the annual accounts for the Company.

Notifications

Click here to view the Company’s announcements.

Admission Document

The Company’s shares were admitted to AIM on 5 July 2013.

Click here to view the admission document.

Corporate Governance Code

The Company has adopted the Quoted Companies Alliance Code for Small & Mid-sized Quoted Companies 2018.

Click here to view the statement setting out how we are complying with the 10 principles.

Takeover Code

As a Bermuda domiciled entity, the Company is not subject to the City Code on Takeovers and Mergers. There is no equivalent in Bermuda. Relevant provisions are, however, contained in the Bermuda Companies Act 1981 and the Company’s Bye-Laws.

Adviser Contacts

Nominated Advisor and Joint Broker
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT

Joint Broker
Shore Capital Stockbrokers Limited
Bond Street House
14 Clifford Street
London
W1S 4JU

and

Corn Exchange
Fenwick Street
Liverpool
L2 7RB

Auditors and Reporting Accountants
PKF Littlejohn LLP
1 Westferry Circus
Canary Wharf
London
E14 4HD

Principal Bankers
The Royal Bank of Scotland
280 Bishopsgate
London
EC2M 4RB

Registrar
Computershare Investor Services (Bermuda) Limited
5 Reid Street
Hamilton HM11
Bermuda