TR-1: Notification of Major Holdings

RNS Number : 4413N

Randall & Quilter Inv Hldgs Ltd

29 January 2021

 

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			Randall and Quilter Investment Holdings Ltd.
1b. Please indicate if the issuer is a non-UK issuer   (please mark with an "X" if appropriate)
Non-UK issuer						X
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii:
3. Details of person subject to the notification obligation iv
Name			Brickell  Insurance Holdings LLC
City and country of registered office (if applicable)			Delaware
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi :			27 January 2021
6. Date on which issuer notified (DD/MM/YYYY):			29 January 2021
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights of issuer vii
Resulting situation on the date on which threshold was crossed or reached	25.5341%			25.5341%	274,055,927
Position of previous notification (if applicable)	9.01%			9.01%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)			Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
		69,977,745					25.5341%
SUBTOTAL 8. A		69,977,745					25.5341%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash settlement xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv (please add additional rows as necessary)				X
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Steven W. Pasko	25.5341%*
MTCP LLC	25.5341%*
Brickell Insurance Holdings LLC	25.5341%*
Brickell PC Insurance Holdings LLC	25.5341%*
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information xvi
As of 18 December 2020, Brickell Insurance Holdings LLC held 20,205,577 shares in Randall and Quilter Investment Holdings Ltd which, at that time, equated to 9.01% of the shares in Randall and Quilter Investment Holdings Ltd. However, at completion of the exchange transaction and issue of exchange shares notified in this form, the post exchange shareholding held by the Brickell group in Randall and Quilter Investment Holdings Ltd is 25.5341% which is broken down as follows: · 7.3728% (being the fully-diluted 9.01% shareholding that Brickell Insurance Holdings LLC held at 18 December 2020 prior to the exchange transaction taking place); plus · 18.1613% (being the amount that was allotted to Brickell PC Insurance Holdings LLC at completion of the exchange transaction). *  Following the issue of the exchange shares and their admission to AIM which took place at 8.00am on 27 January 2021, Brickell holds an aggregate total of 69,977,745 ordinary shares, representing 25.5341 % of the voting rights attributable to all of the ordinary shares then in issue in Randall and Quilter Investment Holdings Ltd. However, as certain US jurisdictional regulatory consents or approvals remain outstanding, the ability to exercise voting rights attached to 42,846,208 of the 69,977,745 shares is restricted until such time as the appropriate consents or approvals have been obtained. The 42,846,208 shares represent the Brickell group's holding in excess of 9.9% of the current total voting rights in Randall and Quilter Investment Holdings Ltd.

Place of completion	London, United Kingdom
Date of completion	27 January 2021

 

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