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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 and the OTCQX Best Market, a US trading platform that is operated by OTC Markets Group.

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: 275,211,268 2p Ordinary Shares as at last close.
Total voting shares in issue: 275,211,268 2p Ordinary Shares as at last close.

Significant Shareholders Information

Shareholder NameAmount% Holding
Brickell PC Insurance Holdings LLC58,423,06421.23
Phoenix Asset Management Partners Limited27,909,05210.14
Slater Investments27,249,8719.90
J O Hambro Capital Management Ltd19,082,5756.93
Aberdeen Standard Investments18,199,5626.61
Premier Miton Group plc17,102,1846.21
Hudson Structured Capital Management11,779,1194.28

 

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

Shareholder NameAmount% Holding
William Spiegel*5,413,9111.97
Alan Kevin Quilter2,078,0910.76
Tom Solomon**1,610,9020.59
Andrew Pinkes***735,8950.27
Patrick Rastiello509,6720.19
Rob Thomas****219,2510.08
George Clarke7,6720.01
Gregg Jarvis2,5000.01
Other family holdings265,9890.10

* 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
*** Restricted ordinary shares which will be held in escrow, subject to certain conditions, vesting as to two thirds on 1 October 2023 and the remaining one third on 1 October 2024
**** Restricted ordinary shares which will be held in escrow, subject to certain conditions, vesting as to one third on each of 12 July 2022, 2023 and 2024

Shares not in public hands

Amount% Holding
Total96,936,81435.22

 

Shares held in treasury

Amount% Holding
TotalNIL0.00

 

Information correct as at 5 May 2022

 

Notifications of Major Interest in Shares

DateCompanyDownload
04/04/2022Slater InvestmentsClick here
25/03/2022Slater InvestmentsClick here
27/10/2021Slater InvestmentsClick here
21/09/2021Phoenix Asset Management Partners LimitedClick here
20/09/2021Phoenix Asset Management Partners LimitedClick here
17/09/2021Phoenix Asset Management Partners LimitedClick here
15/07/2021Brickell PC Insurance Holdings LLCClick here
25/06/2021Slater InvestmentsClick here
21/06/2021Phoenix Asset Management Partners LimitedClick here
11/05/2021J O Hambro Capital Management LtdClick here
01/04/2021J O Hambro Capital Management LtdClick here
29/01/2021Brickell PC Insurance Holdings LLCClick here
28/01/2021J O Hambro Capital Management LtdClick here
29/01/2021Phoenix Asset Management Partners LimitedClick here
11/01/2021J O Hambro Capital Management LtdClick here
24/12/2020Brickell PC Insurance Holdings LLCClick here
22/12/2020J O Hambro Capital Management LtdClick here
09/12/2020J O Hambro Capital Management LtdClick here
08/12/2020Kenneth RandallClick here
23/10/2020J O Hambro Capital Management LtdClick here
19/08/2020J O Hambro Capital Management LtdClick here
18/08/2020J O Hambro Capital Management LtdClick here
20/07/2020J O Hambro Capital Management LtdClick here
08/06/2020J O Hambro Capital Management LtdClick here
04/06/2020Invesco Ltd.Click here
06/05/2020J O Hambro Capital Management LtdClick here
05/05/2020Phoenix Asset Management Partners LimitedClick here
05/05/2020Premier Miton Group plcClick here
20/12/2019Premier Miton Group plcClick here
20/11/2019Premier Miton Group plcClick here
03/05/2019Kenneth RandallClick here
06/03/2019Brickell Insurance Holdings LLCClick here
05/03/2019Kenneth RandallClick here
05/03/2019Alan QuilterClick here
27/09/2018Standard Life Aberdeen plcClick here
31/10/2017Miton Asset Management/The Diverse Income Trust plcClick here
30/10/2017Kenneth RandallClick here
30/10/2017Phoenix Asset Management Partners LimitedClick here
29/06/2017Invesco Ltd.Click here
29/06/2017Numis Corporation plcClick here
29/06/2017Kenneth RandallClick here
29/06/2017Alan QuilterClick here
28/03/2017Phoenix Asset Management Partners LimitedClick here
28/03/2017Phoenix Asset Management Partners LimitedClick here
28/03/2017Kenneth RandallClick 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
NatWest Bank PLC
250 Bishopsgate
London
EC2M 4AA

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

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