Randall & Quilter Inv Hldgs Ltd Completion of share exchange by Brickell (5363M)
22 January 2021 - 6:00PM
UK Regulatory
TIDMRQIH
RNS Number : 5363M
Randall & Quilter Inv Hldgs Ltd
22 January 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
22 January 2021
Randall & Quilter Investment Holdings Ltd.
("R&Q", the "Group" or the "Company")
Completion of share exchange by Brickell
In accordance with the exchange conditions of the subscription
made by Brickell Insurance Holding LLC ("Brickell") in April 2020,
R&Q is pleased to announce the completion of the share exchange
and the allotment of shares to Brickell in exchange for the
transfer of its shares in Randall & Quilter PS Holdings Inc
As previously announced on 29 April 2020, Brickell, an
investment vehicle controlled by 777 Partners, made a US$80 million
subscription for a new series of preferred stock issued by Randall
& Quilter PS Holdings Inc, an indirect wholly owned subsidiary
of R&Q (the "Preferred Stock"), which were exchangeable into
ordinary shares in the capital of the Company ("Ordinary Shares")
subject to certain terms and the satisfaction of certain conditions
(the "Exchange"). The Exchange could only take place if, amongst
other things, Brickell obtained sufficient regulatory approvals so
as to enable it to hold the relevant number of Ordinary Shares.
We are pleased to announce today that sufficient regulatory
approvals have now been obtained and therefore Brickell has elected
to exchange the Preferred Stock for new ordinary shares in the
Company. The total number of Ordinary Shares which Brickell will
receive has been adjusted, pursuant to the terms of the original
subscription, to take into account the bonus share issue approved
at the Company's Annual General Meeting held on 9th July 2020.
As previously announced at our HY results for the six months
ending 30 June 2020, the Exchange has already been entirely
accounted for within the Company's equity (in accordance with IAS
32) as the exchange of the Preferred Stock for Ordinary Shares was
set at a fixed amount. The conditional allotment of 49,772,168 new
Ordinary Shares in the capital of the Company to Brickell marks the
completion of the Exchange, as set out in the announcement dated
29th April 2020.
The issue of the Ordinary Shares remains conditional on the
admission of those Ordinary Shares to trading on AIM. An
application has been made to the London Stock Exchange for the
admission of the 49,772,168 new ordinary shares to trading on AIM.
Admission of the new shares is expected to take place at 8.00am on
27 January 2021.
Following the issue of the new Ordinary Shares referred to
above, Brickell (together with certain entities associated with
Brickell) will hold an aggregate 69,977,745 Ordinary Shares,
representing 25.53% of the voting rights attributable to all of the
Ordinary Shares then in issue. However, as certain US
jurisdictional regulatory consents or approvals remain outstanding,
the ability to exercise voting rights attached to 42,846,208 of
these 69,977,745 Ordinary Shares will be restricted until such time
as the appropriate consents or approvals have been obtained. The
42,846,208 Ordinary Shares represents the holding of Brickell (and
those entities associated with Brickell) in excess of 9.9% of the
current total voting rights in the Company.
As a result of this issue of the Ordinary Shares referred to
above, the total issued share capital of the Company is
274,167,452. There are 111,525 held in Treasury and the total
voting rights will therefore be 274,055,927. The figure of
274,055,927 ordinary shares of 2p each may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company, under the Disclosure
Guidance and Transparency Rules.
-Ends-
Randall & Quilter Investment Holdings Ltd.
Ken Randall Tel: +44 (0)7831 145440
William Spiegel Tel: +001 917 826 5877
Numis Securities Limited (Nominated Adviser)
Stuart Skinner / Huw Jeremy Tel: 020 7260 1000
Charles Farquhar Tel: 020 7260 1000
Barclays Bank PLC ( Joint Corporate Broker)
Mark Astaire Tel: 020 7632 2322
Milan Solanki
FTI Consulting Tel: 020 3727 1051
Edward Berry
Tom Blackwell
Notes to Editors:
About R&Q
R&Q is a non-life global specialty insurance company
operating two core, highly complementary, businesses: Program
Management and Legacy Insurance. Both these businesses are leaders
in markets with high barriers to entry and significant secular
growth opportunities.
Legacy Insurance generates profits and capital extractions from
expert management of legacy non-life insurance portfolios. Program
Management generates commission income from its licensed (and
rated) carriers in the US, EU and the UK, writing niche and
profitable program business, largely on behalf of highly rated
reinsurers.
Legal Entity Identifier (LEI): 2138006K1U38QCGLFC94
Website: www.rqih.com
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