Scheme of Arrangement - Court Approval

RNS Number : 5555I

Randall & Quilter Inv Hldgs PLC

03 July 2013

 



3 July 2013

RANDALL & QUILTER INVESTMENT HOLDINGS PLC

("Randall & Quilter")

Scheme of Arrangement - Court Approval

The directors of Randall & Quilter (AIM:RQIH), the specialist non-life insurance investor, service provider and underwriting manager, are pleased to announce that the High Court of England and Wales ("Court") has today approved the scheme of arrangement between Randall & Quilter Investment Holdings plc ("Old R&Q") and its members under sections 895 to 899 of the Companies Act 2006 (the "Scheme") at the Scheme Sanction Hearing.

The Scheme, which is expected to become effective on 5 July 2013 following the completion of certain mechanical processes, will result in New R&Q, which has adopted the name Randall & Quilter Investment Holdings Ltd., becoming the holding company of Old R&Q.

On the Scheme becoming effective, Scheme Shareholders will receive one new R&Q share for every one Old R&Q Share held at the Scheme Record Time (expected to be 6.00 p.m. (BST) on 4 July 2013).

Subject to the completion of necessary mechanical processes, it is expected that the cancellation of the Old R&Q Shares and the issue of the New R&Q Shares to Scheme Shareholders will each occur at 7:00 a.m. (BST) on 5 July 2013; and that the cancellation of the Old R&Q Shares from trading on AIM, the admission of New R&Q Shares to trading on AIM, the crediting of Depository Interests representing New R&Q Shares held in uncertificated form to CREST accounts and the commencement of dealings in New R&Q Shares on AIM, will each occur at 8:00 a.m. (BST) on 5 July 2013. The Company will make an appropriate announcement to the market on these events taking place.

The ticker for New R&Q shares will remain the same (AIM:RQIH), while there will be a new ISIN for New R&Q, which is BMG7371X1065, applicable upon Admission.

Capitalised terms used but not defined in this announcement have the meaning given to them in the circular despatched to shareholders of Old R&Q on 17 May 2013.

The timetable for implementation of the Scheme is expected to be as follows:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

4 July 2013	Last day of dealings in Old R&Q Shares
6.00 p.m. on 4 July 2013 5 July 2013	Scheme Record Time Effective Date
7.00 a.m. on 5 July 2013	Cancellation of Old R&Q Shares Issue of New R&Q Shares to Scheme Shareholders
8.00 a.m. on 5 July 2013	Cancellation of Old R&Q Shares from trading on AIM New R&Q Shares admitted to AIM Crediting of New R&Q Shares in uncertificated form to CREST accounts Dealings in New R&Q Shares commence on the AIM Market of the London Stock Exchange
By 19 July 2013	Despatch of New R&Q share certificates for New R&Q Shares in certificated form.

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

 

 

SOAQXLFBXDFBBBF