Further information in relation to proposed Acq...

Further information in relation to proposed Acquisition and New Equity Funding

Randall & Quilter Investment Holdings Ltd.

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI: 213800G4W18GWKTR9X51

25 May 2022

Randall & Quilter Investment Holdings Ltd.

Further information in relation to proposed Acquisition and New Equity Funding

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, provides a further update on the proposed recommended acquisition of R&Q by Brickell PC Insurance Holdings LLC (“Brickell”) (the “Acquisition”) and Brickell’s related commitment to provide US$100 million of new equity funding (the “New Equity Funding”).

At 18.47 (UK time) on the evening of Monday 23 May 2022, R&Q received a letter from Brickell alleging that R&Q is in breach of certain obligations under the implementation agreement in relation to the Proposed Transaction (the “Implementation Agreement”). In addition, Brickell claimed that the breach amounts to a material breach by R&Q of the terms of the Implementation Agreement and that Brickell is therefore exercising its right to terminate the Implementation Agreement with immediate effect (and therefore its obligations in relation to the Acquisition and New Equity Funding).

R&Q does not agree that it is in breach of the Implementation Agreement as suggested and therefore does not agree that Brickell has a right to terminate the Implementation Agreement. R&Q has since written to Brickell in such terms. Accordingly, in R&Q’s view the Implementation Agreement, together with Brickell’s obligations in relation to the Acquisition and New Equity Funding remain in full force and effect.

R&Q notes that the Special General Meeting (“SGM”) referred to in the notice to shareholders of the Company dated 27 April 2022 was adjourned to 4.00pm today, Wednesday 25 May 2022.

R&Q has received indications that, if the SGM is adjourned once more, the resolutions that need to be passed to enable the Acquisition and New Equity Funding to proceed may receive further shareholder support, potentially sufficient to enable the resolutions to be approved. Accordingly, unless R&Q receives contrary indications prior to 4.00pm this afternoon (being the allotted time for the reconvened SGM), R&Q intends to adjourn the meeting again to provide the opportunity for the relevant resolutions to receive the requisite level of support at the further reconvened SGM.

If, however, R&Q receives indications prior to 4.00pm today that, even with a further adjournment, insufficient shareholder support is likely or some Shareholders may change their existing vote in favour to be a vote against the resolutions, R&Q does not intend to adjourn the SGM again and will instead proceed to propose the resolutions at the SGM and R&Q expects such resolutions to fail.

Shareholders should be aware that if the resolutions are approved at the SGM (or at any adjourned SGM), given Brickell’s purported termination of the Implementation Agreement, there can be no certainty that Brickell will provide the US$100m New Equity Funding or in relation to the Acquisition generally.

Shareholders should also note that whilst R&Q may be able to seek to enforce the terms of the Implementation Agreement through the appropriate courts, there can be no certainty that such a claim would succeed or of the timescales for such a claim. In addition, Shareholders should note that, in the absence of an order for specific performance, Brickell’s maximum liability to R&Q under the Implementation Agreement in terms of damages may be US$12.5 million.

R&Q notes that, under the terms of the Implementation Agreement, R&Q is not entitled to conduct an equity fundraising without Brickell’s consent (such consent not to be unreasonably withheld, delayed or conditioned). Given the uncertainty relating to the Acquisition and New Equity Funding explained above, R&Q will, today, seek Brickell’s consent to progress a US$100 million equity fundraising so as to cater for R&Q’s funding needs given the potential failure of either the resolutions to be proposed at the SGM or of Brickell’s obligation to provide the US$100m New Equity Funding. R&Q is of the view that it would be unreasonable for Brickell to withhold such consent.

Shareholders will be updated further in due course.

Enquiries
R&Q William Spiegel Alan Quilter Tom Solomon	Tel: [phone]
Numis (Nominated Advisor and Joint Broker) Charles Farquhar Giles Rolls	Tel: [phone]
Barclays (Joint Broker) Nishant Amin Chris Madderson	Tel: [phone]
FTI Consulting (Financial PR for R&Q) Tom Blackwell	Tel [phone]

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE “UNITED STATES”), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

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.

No action has been taken by the Company, Barclays Bank PLC (“Barclays”), Numis Securities Limited (“Numis” and, together with Barclays, the “Joint Brokers”) or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Brokers to inform themselves about, and to observe, such restrictions.

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.

Certain statements contained in this Announcement constitute “forward-looking statements” with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the “Group”). Words such as “believes”, “anticipates”, “estimates”, “expects”, “intends”, “plans”, “aims”, “potential”, “will”, “would”, “could”, “considered”, “likely”, “estimate” and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There is a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group’s actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, the Joint Brokers, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation the London Stock Exchange.

Barclays Bank PLC 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 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 Joint Broker 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 Joint Broker 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.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this Announcement.

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.

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