Placing and open offer to raise up to approximately £49.3 million

5 October, 2017

Randall & Quilter Investment Holdings Ltd., the non-life insurance and investment specialist, is pleased to announce that it has conditionally raised gross proceeds of £45.0 million through a firm placing of new ordinary shares (the “Placing”) with certain institutional shareholders and Directors and is proposing to raise gross proceeds of up to approximately £4.3 million through an open offer of new ordinary shares to Qualifying Shareholders (the “Open Offer”, and together with the Placing, the “Placing and Open Offer”).

The Placing and Open Offer is conditional upon the passing of certain resolutions. A circular (the “Circular”) is expected to be posted on or around 6 October 2017 notifying shareholders of a general meeting which is being convened for the purpose of considering the relevant resolutions, at 71 Fenchurch Street, Ground Floor, London EC3M 4BS on 30 October 2017 at 11.00 a.m.

A total of 34,883,720 new ordinary shares in the Company (the “Placing Shares”) have been placed by Numis Securities Limited (“Numis”) and Shore Capital Stockbrokers Limited (“Shore Capital”) (together, the “Joint Brokers”) pursuant to the Placing at a price of 129 pence per Placing Share (the “Issue Price”), raising total gross proceeds of approximately £45.0 million. The Placing Shares represent approximately 39.8 per cent of the issued ordinary share capital of R&Q prior to the Placing and Open Offer.

In addition, in order to provide Qualifying Shareholders with an opportunity to participate at the Issue Price, the Company is making the Open Offer to all Qualifying Shareholders to give them the opportunity to subscribe for up to 3,309,117 new Ordinary Shares (the “Open Offer Shares”) at the Issue Price to raise gross proceeds of up to approximately £4.3 million. The terms and conditions of the Open Offer will be set out in the Circular.

The Issue Price represents a discount of approximately 11.9 per cent to the closing price of 146.5 pence on 4 October 2017 (being the latest practicable date prior to this announcement).

Commenting on the Placing and Open Offer, Ken Randall, Group Chairman and Chief Executive Officer (“CEO”) said:

“We are delighted to have gained support for this capital raise to fund the significant growth opportunities ahead for the Group in our core activities of legacy acquisition activity and the writing of programme business on behalf of reinsurers. We thank our major existing shareholders for their continued support and are pleased to welcome a number of new shareholders onto our register. We have provided the open offer element to enable our smaller and non-institutional shareholders to participate on equal terms.

“We believe this capital raise will represent a step change in the Group’s profile, providing enhanced access to quality business through balance sheet strength. The significant opportunities available to the Group in both of our core operations are now able to be fully harnessed and we look forward to the future with added confidence.”

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