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.

Board Responsibilities

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.

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: 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
Slater Investments	44,249,871	11.81
Obra Capital Management, LLC (formerly Vida Capital Management LLC)	34,218,366	9.14
Scopia Capital Management LP	30,000,000	8.01
Aberdeen Standard Investments	23,398,047	6.25
GLG Partners LP	19,760,679	5.28
Gresham House Asset Management Ltd	19,050,008	5.09
J O Hambro Capital Management Ltd	18,891,558	5.04
Phoenix Asset Management Partners Limited	17,170,885	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
William Spiegel	2,746,207	0.733
Alan Kevin Quilter	2,554,281	0.682
Tom Solomon*	1,765,569	0.471
Andrew Pinkes**	735,895	0.196
Patrick Rastiello	548,339	0.146
Rob Thomas***	219,251	0.059
Philip Barnes	95,238	0.025
Eamonn Flanagan	95,238	0.025
Joanne Fox	50,000	0.013
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
*** 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
Total	96,936,814	25.69

 

Shares held in treasury

Amount	% Holding
Total	NIL	2,822,371

 

Information correct as at 12 January 2023

 

Notifications of Major Interest in Shares

Date	Company	Download
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.

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