Proposed Return of Value to Shareholders

RNS Number : 9581Z

Randall & Quilter Inv Hldgs PLC

14 March 2013

 



Randall & Quilter Investment Holdings plc

Proposed Return of Value to Shareholders

of

5 pence per Existing Ordinary Share

Randall & Quilter Investment Holdings plc ("Randall & Quilter" or the "Company") today announces that it proposes to return 5 pence to Shareholders in respect of each Existing Ordinary Share that they hold as part of its continuing return of value programme ("Return of Value").

Details of the Return of Value will be set out in a circular to Shareholders which is expected to be despatched to Shareholders later today ("Circular").

Return of Value

In addition to generating cash profits from the Group's operating companies, the Company aims to make capital extractions from its insurance investments by managing down the liabilities of its insurance company portfolio and releasing surplus capital. The quantum and timing of these capital extractions is by nature uncertain but can be significant. Continuing progress in managing down the liabilities and enhancing the capital efficiency of the portfolio by intra group transfers also bodes well for further releases in the future.

To reflect the source of profits being generated by the Group and to increase the flexibility of the method by which capital is returned to Shareholders, the Company is proposing to make a return of cash to Shareholders through the issue of L Shares (which will carry a priority right to a return of capital) and M Shares (on which a special dividend is proposed to be paid). In light of the proposed Return of Value, the Company is not proposing to pay an interim dividend for the financial year ended 2012, but the Company may choose to make future returns of value or ordinary dividend payments, in line with its stated distribution policy. The Directors believe the Return of Value represents the most efficient and effective way to return cash to Shareholders.

The Return of Value requires the approval of Shareholders, which will be sought at a General Meeting to be held at 110 Fenchurch Street, London EC3M 5JT at 11.45 a.m. on 2 April 2013. The Return of Value will necessitate a reduction of capital ("Reduction of Capital") which is subject to the confirmation of the Court. 

Current trading and prospects

The Group traded well during the first half of the year and, as announced on 1 February 2013, the Group's pre-tax result for the year ending 31 December 2012 is expected to be in line with current market expectations.

The Group continues to build scale in its Underwriting Management Division; consolidate its existing insurance companies to drive operational and capital efficiencies, pursue an active claims management strategy and acquire new value enhancing portfolios in its Insurance Investments Division; and expand the reach of its increasingly focused third party service and captive management offering of its Insurance Services Division. As such, the Board looks forward to the future with confidence.

Recommendation

The Board considers the terms of the Return of Value to be in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolution set out in the Circular and to be proposed at the General Meeting to implement the Return of Value ("Resolution") as the Directors and their connected persons intend to do or procure that their nominee(s) do in respect of their own beneficial holdings amounting to 21,848,080 Existing Ordinary Shares in aggregate, representing approximately 43.96 per cent. of the current issued share capital of the Company (excluding shares deemed to be held in treasury). 

Expected timetable of principal events

Publishing and posting of the Circular to Shareholders in respect of the Return of Value	14 March 2013
Latest time and date for receipt of forms of proxy or CREST proxy instructions for the General Meeting	11.45 a.m. on 28 March 2013
General Meeting	11.45 a.m. on 2 April 2013
Record time (for determining entitlement to L Shares and M Shares, and accordingly the Capital Alternative and the Dividend Alternative)	5.00 p.m. on 2 April 2013
Credit CREST accounts with interim CREST entitlements in respect of Existing Ordinary Shares	5 April 2013
Existing Ordinary Shares commence trading ex-dividend	5 April 2013
Court hearing in respect of directions	11 April 2013
Latest time and date for receipt of Forms of Election or USE instructions from CREST holders in respect of the Alternatives	11.00 a.m. on 19 April 2013
Anticipated time and date of issue and allotment date of the L Shares and M Shares	At or after 5.01 p.m. on 19 April 2013
Court hearing to confirm the Return of Value	24 April 2013
Effective date for the Return of Value	24 April 2013
Credit CREST accounts (with respect to shares issued pursuant to the Capital Alternative), make BACS payments (with respect to shares issued pursuant to the Dividend Alternative) to mandated accounts or despatch cheques in respect of the elections made to receive the Capital Alternative or the Dividend Alternative.	On or around 3 May 2013

Notes:

1 All references to time in this announcement are to London time unless otherwise stated.

2 The dates and times given in this announcement are based on the Company's current expectations and may be subject to change. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

Further information on the Return of Value, together with the notice of the General Meeting at which the Resolution will be proposed, will be set out in the Circular which is expected to be despatched to Shareholders later today.

Copies of this announcement are, and copies of the Circular will be, available on the Company's website at www.rqih.com.

-Ends-

Enquiries:

Randall & Quilter Investment Holdings plc	www.rqih.co.uk
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
Neil Doyle Edward Berry	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;

·      Underwriting Management;

·      Insurance Services & Captive Management

The Group currently:

·      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 portfolio of 11 insurance companies in run-off (from the UK, US and Continental Europe) with net assets of c.GBP85.9m as at 30 June 2012;

·      has launched Syndicate 1991 which commenced underwriting from January 1, 2013 with a Capacity of GBP77m for 2013, provides 'turnkey' management services to Lloyd's syndicate 1897, manages two RITC ('run-off') syndicates and owns and operates 3 MGAs;

·      acquires and manages a portfolio of insurance receivables, with a carrying cost of c.GBP8.1m as at 30 June 2012 

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

Definitions

The following words and expressions bear the following meanings in this announcement unless the context requires otherwise.

"Alternatives"	the Dividend Alternative or the Capital Alternative, or both of them;
"Board" or "Directors"	the directors of the Company;
"Capital Alternative"	the option given to a Shareholder pursuant to the Return of Value to be allotted and issued L Shares proposed to be cancelled pursuant to the Reduction of Capital;
"Court"	the High Court of Justice in England and Wales;
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK and Ireland Limited in accordance with the Uncertificated Securities Regulations 2001;
"L Shares"	L Shares of 5 pence each in the capital of the Company proposed to be issued to implement the Return of Value;
"M Shares"	the M Shares of 5 pence each in the capital of the Company proposed to be issued to implement the Return of Value;
"Dividend Alternative"	the option given to a Shareholder pursuant to the Return of Value to be allotted and issued M Shares on which it is proposed a special dividend of 5 pence per M Share is proposed to be declared and paid;
"Existing Ordinary Shares"	ordinary shares of 26/91 pence each in the capital of Randall & Quilter;
"General Meeting"	the General Meeting of the Company (or any adjournment thereof) to be held at the registered office of the Company at 110 Fenchurch Street, London EC3M 5JH at 11.45 a.m. on 2 April 2013;
"Group"	Randall & Quilter and its subsidiary undertakings (as defined in the Companies Act 2006); and
"Shareholders"	holders of Existing Ordinary Shares.

 

END

 

 

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