Results of General Meeting and Open Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
Randall & Quilter Investment Holdings Ltd.
("R&Q", the "Group" or the "Company")
Results of General Meeting and Open Offer
11 July 2022
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 announce that, further to the announcement on 17 June 2022, the Resolutions put to Shareholders at the General Meeting held earlier today, to seek authority to issue and allot the New Ordinary Shares under the Conditional Issuance, were duly passed. Full details of the proxy voting results will be published on the Company's website at www.rqih.com shortly.
Result of Open Offer
In addition, the Company is pleased to announce that valid applications have been received in respect of, and the Company will issue, 4,355,371 Open Offer Shares, raising gross proceeds of c. $5.5 million1 (£4.6 million) and taking the total proceeds of the Fundraise to c. $129.5 million2 (£107.3 million).
Admission & Total Voting Rights
Application has also been made for the Conditional Issuance Shares, totalling 74,758,355 new Ordinary Shares, to be admitted to trading on AIM and dealing will commence at 8.00 a.m. on or around 12 July 2022 ("Second Admission"). Following Second Admission the Company will have 377,395,235 Ordinary Shares in issue. The aforementioned figure of 377,395,235 Ordinary Shares may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
William Spiegel, Executive Chairman of R&Q, said: "We are pleased to confirm the completion of our fundraise, with the strong level of investor appetite demonstrated by the significant upsizing of this to circa $129.5m in total. This new capital means R&Q enters the second half of the year with the balance sheet strength needed to underpin the growth we are seeing in Program Management and our well-established position as a leading global provider of Legacy Insurance solutions. We would like to thank our shareholders for their support and we look forward to R&Q moving ahead with renewed momentum and a clear focus on achieving our objectives for 2022 and beyond."
Capitalised terms used, and not defined elsewhere, in this announcement shall have the meaning given to them in the announcement on 13 June 2022 regarding the proposed Placing to be conducted by way of the Bookbuild, save where the context requires otherwise.
1 Based on a GBP/USD exchange rate of 1.2033 as at 8 July 2022 (Bloomberg)
2 Based on a GBP/USD exchange rate of 1.2169 as at 13 June 2022 for the Firm Issuance, and a GBP/USD exchange rate of 1.2033 as at 8 July 2022 for the Conditional Issuance (Bloomberg)
Notes to Editors:
R&Q is a non-life global speciality insurance company operating two core, highly complementary, businesses: Program Management and Legacy Insurance. Both these businesses are leaders in markets with high barriers to entry and significant growth opportunities. Legacy Insurance generates profits and capital extractions from expert management of legacy no-life insurance portfolios. Program Management generates commission income from its licensed (and rated) carriers in the US, EU and the UK, writing niches and profitable program business, largely on behalf of highly rated reinsurers.
Legal Entity Identifier (LEI): 2138006K1U38QCGLFC94
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This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or South Africa or any other jurisdiction in which the same would be unlawful. No public offering of shares is being made in any such jurisdiction.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States.
Barclays Bank PLC ("Barclays") is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Numis Securities Limited ("Numis" and, together with Barclays, the "Banks") is authorised and regulated in the United Kingdom by the FCA. Each of Barclays and Numis is acting exclusively for the Company and no one else in connection with the content of this announcement or any matters described in this announcement. Neither Bank will regard any other person as its client in relation to the content of this announcement or any matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the content of this announcement or any matters referred to in this announcement.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Bank or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
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This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.