Randall & Quilter Investment Holdings plc (the "Company")
Result of General Meeting
Proposed Return of Value to Shareholders of 4.9 pence per Existing Ordinary Share, Reduction of Capital and Releases
10 May 2012
The Board of Randall & Quilter Investment Holdings plc (AIM:RQIH), the specialist non-life insurance investor, service provider and underwriting manager, has today held the General Meeting referred to in the circular to shareholders ("Shareholders") of the Company announced on 24 April 2012.
The special resolutions set out in the Notice convening the General Meeting have been duly passed.
As a result, the Company will now seek to make a return of value ("Return of Value") to Shareholders through the issue of G and H Shares. The Return of Value, which is subject to the approval of the Court, which is expected to occur on 30 May 2012, is in place of a final dividend for the 2011 year but the Company may choose to make future returns of value in addition to or instead of ordinary dividend payments, whilst maintaining its stated policy to grow total distributions to Shareholders by at least 5 per cent. per annum from the base level of 7.0 pence per share paid for the financial year ended 2009, now grossed up to 7.4 pence per share, following the recent share repurchase programme.
The Return of Value will involve the issue to Shareholders of G Shares and/or H Shares and is intended to give Shareholders, where eligible under their prevailing tax regime (such as in the UK), the flexibility to receive a return of cash from the Company as capital or income for tax purposes, or a combination of the two.
The Company will now also seek the approval of the Court to regularise the position in respect of certain of the share buyback purchases made by the Company during June, July and August last year by formally cancelling the affected shares (the "Buyback Shares"), cancelling the entire amount standing to the credit of the Company's capital redemption reserve and reducing a further amount from the Company's share premium account so that the total amount, which is expected to be approximately £4.9m, when taken with the reserve arising on the cancellation of the Buyback Shares, equals the amount paid to the sellers of the Buyback Shares, as more fully described in the announcement of 24 April 2012. This approval is also expected to occur on 30 May 2012.
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Enquiries to:
Randall & Quilter Investment Holdings PLC www.rqih.com
Tom Booth Tel: 020 7780 5850
Numis Securities Limited
Stuart Skinner (Nominated Adviser) Tel: 020 7260 1000
Charles Farquhar (Broker) Tel: 020 7260 1000
Shore Capital Stockbrokers Limited
Dru Danford/Stephane Auton Tel: 020 7408 4090
FTI Consulting
Neil Doyle/Edward Berry Tel: 020 7269 7237 / 7297
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 four core areas:
• Insurance Investments;
• Insurance Services;
• Underwriting Management; and
• Captives
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 eleven insurance companies in run-off (from the UK, US and Continental Europe) with net assets of c.£86.5m as at 31 December 2011;
• provides 'turnkey' management services to Lloyd's syndicate 1897, manages two RITC ('run-off') syndicates and owns and operates 5 MGAs; and
• acquires and manages a portfolio of insurance receivables, with a carrying cost of c. £8.1m as at 31 December 2011;
The Group was founded by Ken Randall, Executive Chairman and Chief Executive, and Alan Quilter, Chief Operating Officer, who both have extensive experience in the industry including as Head of Regulation of Lloyd's and as Head of the Market Financial Services Group respectively.