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.
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.
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: 373,822,538 2p Ordinary Shares as at last close.
Significant Shareholders Information
| Shareholder Name | Amount | % Holding |
|---|---|---|
| Brickell PC Insurance Holdings LLC | 47,953,868 | 12.83 |
| Slater Investments | 44,249,871 | 11.84 |
| Gresham House Asset Management Ltd | 42,342,411 | 11.33 |
| Obra Capital Management, LLC (formerly Vida Capital Management LLC) | 34,218,366 | 9.15 |
| Scopia Capital Management LP | 30,000,000 | 8.03 |
| GLG Partners LP | 25,915,861 | 6.93 |
| Two Seas Global Master Fund | 19,000,203 | 5.08 |
| Aberdeen Standard Investments | 18,508,502 | 4.95 |
| Hudson Structured Capital Management | 15,966,385 | 4.27 |
| Phoenix Asset Management Partners Limited | 14,656,956 | 3.92 |
| Harwood Capital Management (Gibraltar) Limited | 13,267,502 | 3.55 |
| Chelverton Asset Management | 13,000,000 | 3.48 |
Management & Family Shareholdings (> 0.01%): 2.423% including:
| Shareholder Name | Amount | % Holding |
|---|---|---|
| William Spiegel | 2,746,207 | 0.735 |
| Alan Kevin Quilter | 2,554,281 | 0.683 |
| Tom Solomon | 1,223,957 | 0.327 |
| Andrew Pinkes* | 735,895 | 0.197 |
| Patrick Rastiello | 339,625 | 0.091 |
| 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 |
* 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
| Total | Amount | % Holding |
|---|---|---|
| Total | 142,871,831 | 38.226 |
Shares held in treasury
| Total | Amount |
|---|---|
| Total | 3,572,697 |
Information correct as at 16 August 2023
Notifications of Major Interest in Shares
| Date | Company | Download |
|---|---|---|
| 18/09/2023 | Two Seas Global Master Fund | Click Here |
| 18/08/2023 | Aberdeen Standard Investments | Click Here |
| 17/07/2023 | GLG Partners LP | Click Here |
| 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.
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
