AIM RULE 26 DISCLOSURE
AIM RULE 26 DISCLOSURE
The following information is disclosed further to Rule 26 of the AIM Rules:
Description of Business
R&Q Insurance 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.
The Board of Directors comprises 4 non-executive directors and 4 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
R&Q Insurance 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.
Click here to view the Company’s Bye-Laws.
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.
For a copy of the more recent written resolution and amendment documentation in respect of these notes, click here.
Issued Share Capital
Total shares in issue: 377,395,235 2p Ordinary Shares as at last close.
Total voting shares in issue: 374,572,864 2p Ordinary Shares as at last close.
Significant Shareholders Information
|Shareholder Name||Amount||% Holding|
|Brickell PC Insurance Holdings LLC||47,953,868||12.80|
|Gresham House Asset Management Ltd||41,442,411||11.06|
|Obra Capital Management, LLC (formerly Vida Capital Management LLC)||34,218,366||9.14|
|Scopia Capital Management LP||30,000,000||8.01|
|GLG Partners LP||28,799,461||7.68|
|777 Partners LLC||22,358,639||5.97|
|Aberdeen Standard Investments||22,311,599||5.96|
|Phoenix Asset Management Partners Limited||17,160,891||4.58|
|Hudson Structured Capital Management||15,966,385||4.26|
|Chelverton Asset Management||14,534,910||3.88|
|Harwood Capital Management (Gibraltar) Limited||13,217,501||3.53|
Management & Family Shareholdings (> 0.01%): 2.423% including:
|Shareholder Name||Amount||% Holding|
|Alan Kevin Quilter||2,554,281||0.682|
|Other family holdings||265,989||0.071|
*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
***509,672 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 one third on each of 12 July 2022, 2023 and 2024
Shares not in public hands
Shares held in treasury
Information correct as at 6 June 2023
Notifications of Major Interest in Shares
|06/06/2023||Gresham House Asset Management Ltd||Click Here|
|05/06/2023||J O Hambro Capital Management Ltd||Click Here|
|02/06/2023||GLG Partners LP||Click Here|
|15/05/2023||Gresham House Asset Management Ltd||Click Here|
|10/05/2023||GLG Partners LP||Click Here|
|10/05/2023||J O Hambro Capital Management Ltd||Click Here|
|01/03/2023||Scopia Capital Management LP||Click Here|
|17/10/2022||Phoenix Asset Management Partners Limited||Click here|
|31/08/2022||Gresham House Asset Management Ltd||Click here|
|02/08/2022||Phoenix Asset Management Partners Limited||Click here|
|13/07/2022||GLG Partners LP||Click here|
|13/07/2022||Brickell PC Insurance Holdings LLC||Click here|
|13/07/2022||Vida Longevity Fund, LP||Click here|
|13/07/2022||Vida Insurance Credit Opportunity Fund III, LP||Click here|
|13/07/2022||Vida Insurance Credit Opportunity Fund II, LP||Click here|
|13/07/2022||Phoenix Asset Management Partners Limited||Click here|
|12/07/2022||Harwood Capital Management (Gibraltar) Limited||Click here|
|12/07/2022||Slater Investments||Click here|
|06/07/2022||Brickell PC Insurance Holdings LLC||Click here|
|30/06/2022||Vida Longevity Fund, LP||Click here|
|30/06/2022||Vida Insurance Credit Opportunity Fund III, LP||Click here|
|30/06/2022||Vida Insurance Credit Opportunity Fund II, LP||Click here|
|15/06/2022||GLG Partners LP||Click here|
|15/06/2022||Slater Investments||Click here|
|24/05/2022||GLG Partners LP||Click here|
|04/05/2022||J O Hambro Capital Management Ltd||Click here|
|04/04/2022||Slater Investments||Click here|
|25/03/2022||Slater Investments||Click here|
Restrictions on Transfer
The rights attaching to the Ordinary Shares are set out in the Company’s Bye-Laws.
Click here to view the annual accounts for the Company.
Click here to view the Company’s announcements.
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.
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.
Nominated Advisor and Joint Broker
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
Barclays Bank PLC
Barclays 5 The North Colonnade
Auditors and Reporting Accountants
PKF Littlejohn LLP
1 Westferry Circus
NatWest Bank PLC
Computershare Investor Services (Bermuda) Limited
5 Reid Street