Proposed Redomicile to Bermuda

RNS Number : 1770D

Randall & Quilter Inv Hldgs PLC

25 April 2013

 



RANDALL & QUILTER INVESTMENT HOLDINGS PLC

("Randall & Quilter")

Proposed Redomicile to Bermuda

Randall & Quilter (AIM:RQIH), the specialist non-life insurance investor, service provider and underwriting manager, is pleased to announce the Company's intention to redomicile the holding company of the Group from the UK to Bermuda (the "Redomicile").  This follows a period of consultation with certain of Randall & Quilter's shareholders and unanimous approval by the board of directors (the "Board").

Under the Redomicile proposal, all existing shares in Randall & Quilter will be exchanged for shares in Randall & Quilter Investment Holdings Ltd ("R&Q Bermuda"), a company that has been incorporated in Bermuda to become the new holding company for the Randall & Quilter group of companies (the "Group").

The introduction of a new Bermuda incorporated but UK tax resident company as parent of the Group is being proposed for regulatory, operational and commercial reasons.

The Board believes that being based in Bermuda, R&Q Bermuda should be able to develop an improved regulatory and operational platform to support the Group's continued growth and development. In particular, the Redomicile is an integral step in the Group's aim to secure enhanced transparency and certainty on its medium to long-term capital requirements in the face of a series of delays in the implementation of the Solvency II regime for EEA based insurance groups.

Bermuda is a premier insurance domicile providing excellent access to the US market. The Board believes that the Group's significantly enhanced presence in Bermuda following the proposed Redomicile will produce a number of new business opportunities, not least in the growing Insurance Linked Securities market. 

The proposed Redomicile will be implemented by way of scheme of arrangement sanctioned by the high court of England and Wales ("Court") and will therefore be subject, amongst other things, to approval by Randall & Quilter shareholders at a general meeting, approval by Randall & Quilter shareholders at a separate Court convened meeting and sanction by the Court. These two shareholder meetings are intended to be held at the same time as Randall & Quilter's annual general meeting for 2013, on or about 12 June 2013.

If shareholders approve the Redomicile proposals at the shareholder meetings and the scheme is subsequently sanctioned by the Court, it is currently envisaged that the scheme would take effect and that R&Q Bermuda will be admitted to trading on the AIM Market of the London Stock Exchange in early July 2013.  

The Redomicile is also subject to the consent of the Group's regulators worldwide.

A circular containing the full details of the proposals to be considered at the shareholder meetings will be sent to holders of Randall & Quilter ordinary shares on or about 17 May 2013 (subject to the approval of the Court).

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.

 

END

 

 

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