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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 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 4 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.

There is a schedule of matters reserved for board approval. Click here for the details.

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) 100 Index of the London Stock Exchange.

The Company’s  $70,00,000 Senior Unsecured Guaranteed Floating rate Notes due 2028 were admitted to trading on the Global Exchange Market of Euronext Dublin on 27 March 2019.

The Company’s $125 million Unsecured Floating Rate Notes due 2033 were admitted to trading on the Global Exchange Market of Euronext on 31 March 2021.

Issued Share Capital

Total shares in issue: 274,256,122 2p Ordinary Shares as at last close.
Total voting shares in issue: 274,256,122 2p Ordinary Shares as at last close.

Significant Shareholders Information

Shareholder Name Amount % Holding
Brickell PC Insurance Holdings LLC 69,977,745 25.52
Phoenix Asset Management Partners Limited 40,304,130 14.70
Aberdeen Standard Investments 18,199,562 6.64
Premier Miton Group plc 17,102,184 6.24
J O Hambro Capital Management Ltd 16,456,120 6.00

 

Management & Family Shareholding (> 0.01%): 3.55% including:

Shareholder Name Amount % Holding
William Spiegel* 5,413,911 1.97
Alan Kevin Quilter 2,078,091 0.76
Tom Solomon** 1,410,902 0.51
Patrick Rastiello 509,672 0.19
Jennie Rimmer 26,804 0.01
Sangeeta Johnson 13,491 0.01
Gregg Jarvis 8,206 0.01
George Clarke 7,672 0.01
Other family holdings 265,989 0.10

* Restricted ordinary shares which will be held in escrow until, subject to certain conditions, they vest on 10/01/2023
**1,210,707 of this holding are restricted ordinary shares which will be held in escrow until, subject to certain conditions, they vest on 13/08/2023

Shares not in public hands

Amount % Holding
Total 119,750,624 43.66

 

Shares held in treasury

Amount % Holding
Total NIL 0.00

 

Information correct as at 12 April 2021

 

Notifications of Major Interest in Shares

Date Company Download
01/04/2021 J O Hambro Capital Management Ltd Click here
29/01/2021 Brickell PC Insurance Holdings LLC Click here
28/01/2021 J O Hambro Capital Management Ltd Click here
29/01/2021 Phoenix Asset Management Partners Limited Click here
11/01/2021 J O Hambro Capital Management Ltd Click here
24/12/2020 Brickell PC Insurance Holdings LLC Click here
22/12/2020 J O Hambro Capital Management Ltd Click here
09/12/2020 J O Hambro Capital Management Ltd Click here
08/12/2020 Kenneth Randall Click here
23/10/2020 J O Hambro Capital Management Ltd Click here
19/08/2020 J O Hambro Capital Management Ltd Click here
18/08/2020 J O Hambro Capital Management Ltd Click here
20/07/2020 J O Hambro Capital Management Ltd Click here
08/06/2020 J O Hambro Capital Management Ltd Click here
04/06/2020 Invesco Ltd. Click here
06/05/2020 J O Hambro Capital Management Ltd Click here
05/05/2020 Phoenix Asset Management Partners Limited Click here
05/05/2020 Premier Miton Group plc Click here
20/12/2019 Premier Miton Group plc Click here
20/11/2019 Premier Miton Group plc Click here
03/05/2019 Kenneth Randall Click here
06/03/2019 Brickell Insurance Holdings LLC Click here
05/03/2019 Kenneth Randall Click here
05/03/2019 Alan Quilter Click here
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

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
Barclays Bank PLC
Barclays 5 The North Colonnade
Canary Wharf
London
E14 4BB

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