Placing of New Ordinary Shares

RNS Number : 1787D

Randall & Quilter Inv Hldgs PLC

25 April 2013

 



RANDALL & QUILTER INVESTMENT HOLDINGS PLC

("Randall & Quilter" or the "Company")

Placing of New Ordinary Shares

Randall & Quilter (AIM:RQIH), the specialist non-life insurance investor, service provider and underwriting manager, is pleased to announce that it has conducted a proposed placing with institutional investors of 20,833,333 new ordinary shares at 120 pence per share to raise approximately £25.0 million (approximately £24.1 million net of expenses) (the "Placing").  Randall & Quilter intends to use the net proceeds of the Placing as follows:

·      as to approximately £10.0 million to support Randall & Quilter's growing Lloyd's participations, especially on its own managed specialist active Lloyd's syndicate but also on further Lloyd's run-off opportunities; and

·      as to approximately £14.1 million:

o  to help finance the acquisition of the strong pipeline of legacy insurance companies, captives and portfolios in run-off and insurance debt;

o  to develop opportunities to provide exit solutions/liquidity to the expanding Insurance Linked Securities market; and

o  for general working capital purposes.

The Placing is conditional upon certain shareholder resolutions being passed by the requisite majority at a general meeting of Randall & Quilter.  If the resolutions are not passed by the requisite majority, the Placing will not proceed.  The Directors intend to vote in favour of the resolutions at the general meeting at which they are proposed in respect of their own beneficial holdings of ordinary shares, which amount to 21,838,080 ordinary shares in aggregate representing approximately 43.6 per cent. of the existing ordinary shares.  Accordingly, a circular containing a notice convening a general meeting to be held at the registered office of the Company at 110 Fenchurch Street, London, EC3M 5JT on 10 May 2013 at 10 am is expected to be posted to shareholders later today. A copy of the circular will be available at www.rqih.com.  Application will be made for the new ordinary shares to be admitted to trading on AIM and it is expected that dealings will commence on 13 May 2013. The Placing shares will, when issued and fully paid, rank equally in all respects with the existing ordinary shares, including the right to receive any dividend or other distribution declared, made or paid after dealings commence.  The Placing is not underwritten.

The Placing has only been made to persons (i) of a kind described in paragraph 5 of Article 19 or paragraph 2 of Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), and (ii) who fall within the provisions of Article 2.1(e)(i) of the Prospectus Directive (as amended) and no other person may participate in the Placing or rely on any communication relating to it.

During the course of discussions with potential participants in the Placing, one of the participants, Phoenix Asset Management Partners Limited expressed an interest in participating to a level which would have resulted in Phoenix Asset Management Partners Limited having an aggregate holding in the enlarged issued share capital of the Company in excess of 10%. In several jurisdictions in which the Company operates, the acquisition of an interest in the Company carrying in excess of 10% of the Company's shares requires certain advance approvals from the regulators in such territories. Accordingly, Phoenix Asset Management Partners Limited will only be subscribing for 7,031,261 Placing Shares representing 9.96% of the voting rights in the enlarged share capital of the Company pursuant to the Placing.  However, concurrent with the Placing, Kenneth Randall (Group Chairman and Chief Executive) has entered into a conditional transfer agreement with Phoenix Asset Management Partners Limited (the "Phoenix Purchase Agreement"). Pursuant to the terms of the Phoenix Purchase Agreement, Kenneth Randall has agreed to sell, conditional upon shareholder approval at the General Meeting and the receipt of the necessary regulatory consents or approvals in the jurisdictions in which the Company and its group operates, up to 1,302,072 ordinary shares at the Placing Price to Phoenix Asset Management Partners Limited. The terms of the Phoenix Purchase Agreement provide, amongst other things, that the Company and Phoenix Asset Management Partners Limited will use their reasonable endeavours to obtain such appropriate consents and approvals but states that should such consents and approvals not be obtained by 31 December 2013, unless Kenneth Randall, the Company and Phoenix Asset Management Partners Limited otherwise agree, the conditional transfer of Kenneth Randall's shares shall lapse and Kenneth Randall, the Company and Phoenix Asset Management Partners Limited shall have no further obligation to each other in relation to such transfer.  The ordinary shares that are the subject of the Phoenix Purchase Agreement represent 7.4 per cent. of Kenneth Randall's aggregate holding of ordinary shares, which is 17,537,518 ordinary shares in aggregate.

PLACING STATISTICS ¹

Placing Price	120 pence
Total Number of Existing Ordinary Shares	50,133,002
Number of Existing Ordinary Shares with voting rights	49,644,664
Number of Placing Shares to be issued pursuant to the Placing	20,833,333
Total Number of Ordinary Shares in issue immediately following the issue of the Placing Shares	70,966,335
Number of Ordinary Shares in issue with voting rights immediately following the issue of the Placing Shares 2	70,572,997
Number of Placing Shares as a percentage of the Enlarged Share Capital	29.4%
Gross proceeds of the Placing receivable by the Company	£25.0m
Net proceeds of the Placing receivable by the Company 3	£24.1m

^Notes:

^{1. The above statistics assume that the Placing is subscribed in full.}

^{2. This figure includes 95,000 Ordinary Shares which at the date of this document are non-voting but which will, before Admission, be used to satisfy option exercises and will therefore be voting shares at the time of Admission.}

^{3. Net proceeds are stated after deduction of estimated total expenses of approximately £0.9m.}

Enquiries to:

Randall & Quilter Investment Holdings plc	www.rqih.com
Tom Booth	Tel: [phone]
Numis Securities Limited
Stuart Skinner/Robert Bruce (Nominated Adviser)	Tel: [phone]
Charles Farquhar (Broker)	Tel: [phone]
Shore Capital Stockbrokers Limited
Dru Danford / Stephane Auton	Tel: [phone]
FTI Consulting
Edward Berry Tom Blackwell	Tel: [phone] Tel: [phone]

Notes to Editors:

Since formation, Randall & Quilter has pursued a buy and build strategy to create a comprehensive range of investment activities and services in the global non-life insurance market and is focused on the following three core areas:

·      Insurance Investments;

·      Insurance Services; and

·      Underwriting Management

The Group:

·      has a team of up to 400 insurance professionals based in the UK, USA, Bermuda, and Continental Europe with wide service capability in both the 'live' and 'run-off' market;

·      has a current portfolio of 12 insurance companies in run-off (from the UK, US and Continental Europe) with net assets of c.£91.3m as at 31 December 2012

·      owns a Bermuda Class 3A insurance company which currently supports the Group's four syndicate participations;

·      has launched Syndicate 1991 which commenced underwriting from January 1, 2013 with a Capacity of £77m for 2013, provides 'turnkey' management services to Lloyd's syndicate 1897, manages two RITC ('run-off') syndicates and owns and operates 3 MGA business units; and

·      acquires and manages a portfolio of insurance receivables, with a carrying cost of c.£6.5m as at 31 December 2012.

The Group was founded by Ken Randall, Executive Chairman and Chief Executive, and Alan Quilter, Chief Operating Officer.

 

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