Scheme of Arrangement – Court Approval

3 July, 2013

The directors of Randall & Quilter (AIM:RQIH), the specialist non-life insurance investor, service provider and underwriting manager, are  pleased to announce that the High Court of England and Wales (“Court”) has today approved the scheme of arrangement between Randall &  Quilter Investment Holdings plc (“Old R&Q”) and its members under sections 895 to 899 of the Companies Act 2006 (the “Scheme”) at the Scheme Sanction Hearing.

The Scheme, which is expected to become effective on 5 July 2013 following the completion of certain mechanical processes, will result in New R&Q, which has adopted the name Randall & Quilter Investment Holdings Ltd., becoming the holding company of Old R&Q.

On the Scheme becoming effective, Scheme Shareholders will receive one new R&Q share for every one Old R&Q Share held at the Scheme Record Time (expected to be 6.00 p.m. (BST) on 4 July 2013).

Subject to the completion of necessary mechanical processes, it is expected that the cancellation of the Old R&Q Shares and the issue of the New R&Q Shares to Scheme Shareholders will each occur at 7:00 a.m. (BST) on 5 July 2013; and that the cancellation of the Old R&Q Shares from trading on AIM, the admission of New R&Q Shares to trading on AIM, the crediting of Depository Interests representing New R&Q Shares held in uncertificated form to CREST accounts and the commencement of dealings in New R&Q Shares on AIM, will each occur at 8:00 a.m. (BST) on 5 July 2013. The Company will make an appropriate announcement to the market on these events taking place.

The ticker for New R&Q shares will remain the same (AIM:RQIH), while there will be a new ISIN for New R&Q, which is BMG7371X1065, applicable upon Admission.

Capitalised terms used but not defined in this announcement have the meaning given to them in the circular despatched to shareholders of Old R&Q on 17 May 2013.

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