TIDMQPP
RNS Number : 6440O
Quindell PLC
29 May 2015
29 May 2015
Quindell Plc
("Quindell" or the "Company" or the "Group")
Completion of the disposal of the Professional Services
Division
Board Appointments
Completion of the Independent Review and other matters
On 30 March 2015, Quindell (AIM: QPP.L) announced the proposed
sale of its Professional Services Division to Slater and Gordon
Limited ("Slater and Gordon") for an initial cash consideration of
GBP637 million and further contingent cash consideration and
certain Board changes that would follow completion of that disposal
("Completion"). Following approval from shareholders, the
Solicitors Regulation Authority and the Financial Conduct
Authority, Completion has now occurred.
Board Appointments and Resignations
The Company announces the Non-executive Directors that will
today join the Board to be chaired by Richard Rose, Non-executive
Chairman. The Right Honourable Lord Howard of Lympne, CH, QC will
join the Board as Senior Non-executive Director. In addition, David
Young and Tony Illsley will join the Board as Non-executive
Directors and will chair the Company's Audit Committee and
Remuneration Committee respectively.
Richard Rose: Mr Rose is Non-Executive Chairman of AO World plc,
Booker Group plc, Crawshaw plc, Anpario plc and Blue Inc Limited.
Previously, he has held a number of positions in organisations such
as AC Electrical Wholesale, where he was Chairman from 2003 to 2006
and Whittard of Chelsea plc, where he was Chief Executive Officer
and then Executive Chairman from 2004 to 2006.
The Right Honourable Lord Howard of Lympne, CH, QC: Lord Howard
is the former leader of the Conservative Party, a distinguished
lawyer and served as a Member of Parliament for 27 years. He filled
many government posts, including Home Secretary, Secretary of State
for Employment and Secretary of State for the Environment, as well
as Shadow Foreign Secretary and Shadow Chancellor. After his
retirement from the House of Commons at the 2010 General Election,
Lord Howard was created a Life Peer. He was created a Companion of
Honour in the Queen's Birthday Honours List, 2011. Lord Howard is
the Non-executive Chairman of Entrée Gold Inc. and the
Non-executive Chairman of Soma Oil & Gas Holdings Limited.
Tony Illsley: Mr Illsley has held a variety of senior business
positions including Chief Executive of Telewest Communications PLC,
President of Pepsi Cola Asia Pacific and Senior Independent
Non-Executive Director of easyJet PLC. He is currently Senior
Non-executive Director of KCOM plc, and is a Non-Executive Director
of Camelot Global Services Limited and Camelot UK Lotteries
Limited.
David Young: Mr Young qualified as an accountant with Arthur
Andersen before joining Morgan Grenfell as an Investment Banker
specialising in Mergers & Acquisitions. In 1994, he joined
listed insurance broker Bradstock Group PLC, initially as Finance
Director before becoming Chief Operating Officer and, ultimately,
Chief Executive. On leaving, Mr Young joined Barchester Group, a
strategic and advisory business aimed at technology businesses. Mr
Young has held numerous non-executive positions and audit committee
chairs with insurance and financial services businesses including
Partnership Assurance Group plc, the British Gas Insurance group,
the Key Retirement Group and is a consultant to Independent Audit
Limited.
In addition, as announced on 14 April 2015, Mark Williams has
joined the Board with immediate effect as Group Finance Director.
Disclosures under Schedule 2(g) of the AIM Rules for Companies are
set out below.
As previously announced, Laurence Moorse, Robert Bright, Robert
Burrow and Vice Admiral Robert Cooling will today resign from the
Board. David Currie will remain on the Board but will step down
today as Non-executive Interim Chairman to become a Non-executive
Director.
Robert Fielding, Group Chief Executive, has transferred to
Slater and Gordon as part of the sale of the Professional Services
Division and, accordingly, has resigned from the Board. The Company
has commenced an external and internal search process to identify a
suitable candidate for the Group Chief Executive Officer role and
is making good progress in that search.
Independent Review
On 8 December 2014, the Company announced that
PricewaterhouseCoopers LLP ("PwC") was being engaged to carry out
an independent review into, inter alia, certain Group accounting
policies and expectations as to cash generation into 2015.
PwC's review is now complete and as previously detailed on 30
March 2015, it has identified that certain of the accounting
policies historically adopted by the Company, in respect of
recognising revenue and deferring case acquisition costs in a
number of the Group's disposed of businesses, were largely
acceptable but were at the aggressive end of acceptable practice.
PwC also identified that some policies were not appropriate,
principally the noise induced hearing loss cases revenue and
related balances that became significant during 2014.
Having undertaken its own review and considered the findings of
PwC, the Company has concluded that it will adopt a more
conservative approach to accounting for revenue and profit in
respect of the now disposed of Professional Services Division. The
Company will provide a definitive view of the historical results on
a more conservative approach and the changes will result in a
reduction of revenue and profit. The Company is in discussions with
its auditors as to the financial effect on its historical results,
and the conclusions of such discussions will be included in the
audited results for the year ended 31 December 2014 which are
expected to be published prior to the end of June 2015.
Return of capital
As previously announced, the Company proposes to use the
majority of the proceeds of the disposal to fund a substantial
return of capital to its shareholders. The cash proceeds of the
disposal will be kept on deposit and managed prudently until a
distribution is effected.
It will be necessary for the Company to undertake a reduction of
capital as the most appropriate means of returning the proceeds of
the disposal to shareholders. The Company's results for the period
ending 30 June 2015 will be subject to audit review in advance of
the reduction of capital. Consequently, the Board expects the
reduction of capital and initial return of capital (which the
Company will endeavour to structure in a tax efficient manner) to
be made to shareholders before the end of November 2015.
As detailed in the Circular dated 30 March 2015, the Company has
agreed to the placement of GBP50 million of the initial
consideration into an escrow account for a period of up to eighteen
months in respect of the customary warranties given to Slater and
Gordon in the Sale and Purchase Agreement. In addition, Quindell's
third party debt has been settled as at Completion.
The precise amount of any distribution to shareholders has not
yet been determined but the Directors expect that, in aggregate,
the initial tranche will be at least GBP1 per share and up to a
maximum of GBP500 million in total. The distribution will be
payable to shareholders at that time and the relevant record date
will be published in advance of the capital return.
Commenting on the Board appointments, Richard Rose,
Non-executive Chairman, said: "This announcement represents a
significant milestone in the transformation of Quindell. We are
pleased to be able to put in place a Board with the skills
necessary to guide Quindell as it begins life as a very different
Company."
David Currie, outgoing Interim Non-executive Chairman said: "I'd
like to take this opportunity to thank the entire team both within
the Professional Services Division and the rest of the Group, ably
led by Robert Fielding, for reaching this outcome. This is a
watershed moment for the Company and we wish Robert and all our
colleagues moving to Slater and Gordon well as they begin their
careers with their new employer. At Quindell, we look to the future
with great confidence and excitement."
Schedule 2 (g) of the AIM Rules for Companies Details
Richard Sidney Rose (58)
Current Historic (past 5 years)
--------------------------- -----------------------------
Anpario Plc AO Retail Limited
Booker Group Plc Electro Switch Limited
Crawshaw Group Plc Move With Us Limited
Agil Limited Redde Plc
Crawshaw Holdings Limited 4Children
Crawshaw Butchers Limited 4Children (Trading) Limited
AO World Plc 4Children (Direct) Limited
AO Smile Foundation
Marlow Retail Limited
DRL Limited
Blue Inc Limited
--------------------------- -----------------------------
Mr Rose was a previously a director of Select (Retail) Limited
which, following his resignation, underwent a Creditors' Voluntary
Liquidation in 2009.
There is no further information required to be disclosed in
respect of Mr Rose pursuant to Schedule 2 (g) of the AIM Rules for
Companies.
Rt. Honourable Lord Michael Howard of Lympne (73)
Current Historic (past 5 years)
---------------------------- --------------------------
Soma Oil & Gas Holdings Northern Racing Limited
Limited Contosoft Limited
Soma Oil & Gas Exploration Global Switch Limited
Limited Redde plc
Soma Management Limited Arena Racing Corporation
Entrée Gold, Inc Limited
Hospice UK Luup IP Limited
Luup Limited
Arena Leisure Limited
Orco Exploration, Inc
---------------------------- --------------------------
There is no further information required to be disclosed in
respect of Lord Howard pursuant to Schedule 2 (g) of the AIM Rules
for Companies.
Anthony Kim Illsley (57)
Current Historic (past 5 years)
----------------------------- ------------------------
Camelot UK Lotteries Limited Plastic Logic Holding
Camelot Global Services PLC
Limited Datalase Limited
KCOM Group PLC Northern Foods PLC
Sepura plc
----------------------------- ------------------------
Mr Illsley was previously a director of Aggregator Limited
which, following his resignation, underwent a Creditors' Voluntary
Liquidation in 2008.
There is no further information required to be disclosed in
respect of Mr Illsley pursuant to Schedule 2 (g) of the AIM Rules
for Companies.
Mark Pritchard Williams (50)
Current Historic (past 5 years)
-------- --------------------------
None Cofunds Nominees Limited
Cofunds Leasing Limited
Cofunds Limited
Minster Nominees Limited
Dorset Nominees Limited
-------- --------------------------
There is no further information required to be disclosed in
respect of Mr Williams in pursuant to Schedule 2 (g) of the AIM
Rules for Companies.
David Thomas McAree Young (53)
Current Historic (past 5 years)
----------------------------- ----------------------------------
British Gas Services Limited Partnership Assurance
British Gas Insurance Group Plc
Limited Partnership Life Assurance
Key Group Topco Limited Company Limited
McAree Brothers Limited Partnership Holdings Limited
Maisemore Consultants Partnership Home Loans
Limited Limited
McAree Holdings Limited Partnership Services Limited
Barchester Films Limited BVCA Insurance Services
Barchester Partners LLP Limited
Audit Review Limited The Insurance Market Consultancy
IMCG Group Limited Group Limited
FIL Retire Direct Limited
Annuity Direct Limited
----------------------------- ----------------------------------
Mr Young was a director of Bradstock Financial Services Limited,
which was placed into liquidation in August 1999, 2 months after Mr
Young retired as a director following the withdrawal of financial
support by its parent.
There is no further information required to be disclosed in
respect of Mr Young pursuant to Schedule 2 (g) of the AIM Rules for
Companies.
For further information:
Quindell Plc Tel: 01489 864 200
Richard Rose, Non-executive
Chairman
Stephen Joseph, Head of Investor
Relations
Tulchan Communications Tel: 020 7353 4200
Tom Buchanan
Victoria Huxster
Tel: 020 7397 8900
Cenkos Securities plc, Nominated
Adviser and broker
Stephen Keys
Mark Connelly
This information is provided by RNS
The company news service from the London Stock Exchange
END
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