RANDALL & QUILTER INVESTMENT HOLDINGS PLC
("Randall & Quilter")
Results of Annual General Meeting
and
Results of Court Meeting
Randall & Quilter (AIM:RQIH), the specialist non-life insurance investor, service provider and underwriting manager, announced its intention to redomicile the holding company of the Randall & Quilter group from the UK to Bermuda (the "Redomicile") on 25 April 2013. As explained in that announcement, the Redomicile will be implemented by way of scheme of arrangement ("Scheme") sanctioned by the high court of England and Wales ("Court") and will be subject to, amongst other things, the approval of Randall & Quilter's shareholders and the sanction of the Court.
A circular containing the full terms and conditions of the Scheme and notices convening:
(i) the Company's annual general meeting ("AGM"); and
(ii) a meeting to approve the Scheme in accordance with an order of the Court ("Court Meeting");
was sent to the Company's shareholders on 17 May 2013.
Results of the AGM
Randall & Quilter confirms that at its AGM today, each of the resolutions set out in the notice of meeting convening the AGM was passed by the company's shareholders.
A copy of the notice convening the AGM may be found at www.rqih.comn
Results of the Court Meeting
Randall & Quilter confirms that at the Court Meeting held today the company's shareholders voted to approve the Scheme. Once the votes were counted, 99.9% voted in favour of the Scheme while 0.1% voted against the Scheme.
Shareholders should note that the Scheme remains subject to (amongst other things) the approval of the Court at a Scheme Sanction Hearing (expected to be on 3 July 2013), the delivery of office copies of the Court Order to the Registrar of Companies and the satisfaction or waiver of the other conditions set out in the Scheme Circular. If these conditions are met, the Scheme will be binding on all Randall & Quilter shareholders, whether or not they attended or voted in favour if the Scheme at the Court Meeting, and is expected to become effective on or around 5 July 2013.
Enquiries to:
Randall & Quilter Investment Holdings plc |
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Tom Booth |
Tel: 020 7780 5850 |
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Numis Securities Limited |
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Stuart Skinner/Robert Bruce (Nominated Adviser) |
Tel: 020 7260 1000 |
Charles Farquhar (Broker) |
Tel: 020 7260 1000 |
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Shore Capital Stockbrokers Limited |
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Dru Danford / Stephane Auton |
Tel: 020 7408 4090 |
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FTI Consulting |
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Edward Berry Tom Blackwell |
Tel: 020 7269 7297 Tel: 020 7269 7222 |
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 Randall & Quilter 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.