25 May, 2022
Further to the announcement at 8.04 a.m. this morning, Randall & Quilter Investment Holdings Ltd. (AIM:RQIH) (the “Company”, and together with its subsidiary undertakings “R&Q”), the leading non-life global specialty insurance company, today held the reconvened Special General Meeting (“SGM”) referred to in the notice to shareholders of the Company dated 27 April 2022 and which had been adjourned on 20 May 2022.
Following a poll conducted at the meeting, resolutions 1, 2 and 3 as set out in the notice convening the SGM have not been approved by shareholders. The results of all resolutions put to the SGM are in the attached press release.
The passing of resolutions 1, 2 and 3 was a condition to completion of the cash acquisition of the entire issued share capital of the Company by Brickell PC Insurance Holdings LLC (“Brickell”) and Brickell’s commitment to provide $100 million new equity funding to the Company (the “Transaction”).
As the Transaction will not proceed, the Company is now focussed on raising approximately $100 million via a Placing and up to $8 million via an Open Offer (the “Fundraise”).
The vote against the resolutions required to complete the Transaction demonstrates the confidence of certain of the Company’s shareholders in the future value and prospects of the business and support for an equity raise. Following a short market sounding process, certain existing shareholders have indicated strong interest to subscribe for in excess of $100 million in the Fundraise.
William Spiegel, Executive Chairman of R&Q, said:
“Following the outcome of today’s vote, we will turn our focus to the fundraise. Having prepared for this as an option when we originally engaged with shareholders, we are well placed to launch this shortly. Throughout this process our priority has always been delivering the best outcome for shareholders and the outcome of the vote has demonstrated the long-term value that investors see in the business. We continue to have great confidence in the future prospects for R&Q, and expect in excess of $90 million in pre-tax operating profit in 2024. We look forward to engaging with our shareholders on the fundraise.”
Alastair Campbell, Non-Executive Director and Senior Independent Director of R&Q, commenting on behalf of the Board said:
“Following further engagement with our shareholders our priority now is to secure the funding needed to de-lever our balance sheet and improve our financial profile. Since becoming Executive Chairman just over twelve months ago, William, alongside his new management team, have outlined a compelling new strategy and driven significant positive change at R&Q, enhancing its culture, risk management and governance. We look forward to engaging with our shareholders as we proceed with the fundraise.”
Click here for the full press release.
The Board of Randall & Quilter Investment Holdings Ltd. (AIM:RQIH), the leading non-life global specialty insurance company focusing on Program Management and Legacy Insurance businesses, is pleased to confirm that the Annual Report & Accounts and Notice of Annual General …