R&Q Insurance Holdings Ltd Response to requisition (9301V)
13 August 2022 - 3:20AM
UK Regulatory
TIDMRQIH
RNS Number : 9301V
R&Q Insurance Holdings Ltd
12 August 2022
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
12 August 2022
R&Q Insurance Holdings Ltd ("R&Q" or the "Company")
Response to requisition by Phoenix Asset Management Partners
Limited ("Phoenix")
The Board of R&Q (the "Board") notes that it has received a
requisition notice effective 12 August 2022 from Phoenix (holding
12.2% of the Company's issued share capital) to requisition a
special general meeting of the Company to be held for the purpose
of tabling resolutions to remove William Spiegel, our Executive
Chairman, as a Director of the Company and to appoint Ken Randall
as a Director of the Company and, if William Spiegel is removed, to
act as an executive director to fill the vacancy created by
William's removal.
The Board has sought to engage constructively with Phoenix to
understand the motivations for their proposals and appropriately
address any potential concerns. However, during these discussions,
Phoenix have, in the Board's view, failed to articulate any sound
justification for such proposals being in the best interests of the
Company.
The Board is focused on delivering shareholder value and is
unanimous in its support for William Spiegel and the strategy he
and his executive team have set out for the Company. This support
was endorsed at the recent AGM (held on 14 July 2022) where the
Company's shareholders (excluding Phoenix and Ken Randall) voted
84.5% in favour of the reappointment of William Spiegel as
Executive Chairman.
The Board is respectful of Ken Randall as a founder of the
business; however, the Board considers that these proposals by
Phoenix would run counter to the wishes of shareholders as a whole
(as shown at the recent AGM vote), the independent governance
procedures for the appointment of all Board Directors, the broader
independence of the Board and the improvements in reporting,
transparency, governance, finance, capital, operations and risk
management that have been undertaken since William's appointment in
April 2021 and as set out in further detail in the Company's 2021
Annual Report.
Therefore, having carefully considered these proposals in
consultation with its advisors, the Board has unanimously concluded
that they would not be in the best interests of the Company's
shareholders as a whole, and recommends that shareholders vote
against these proposals if put to shareholders at a special general
meeting.
Following an extensive review in the second half of 2021, the
Board had intended to take certain actions in line with corporate
governance best practice including the appointment of a new
Independent Non-Executive Chairman and an additional Independent
Non-Executive Director. This process was delayed initially by the
Brickell offer and more recently by the discussions we have had
with Phoenix in relation to these proposals. The Board will now
proceed with these arrangements as soon as possible.
In addition to its support for the strategy William and his team
have set out, which the Board considers to be the right plan being
executed by the right team with the right experience, the Board
also wishes to reiterate the significant actions taken to improve
operational and cultural issues at the Company.
R&Q maintains a regular dialogue with all of its
shareholders, and will continue to engage with Phoenix
constructively in relation to their views.
A further announcement will be made in due course.
The person responsible for making this announcement on behalf of
R&Q is David Gormley, Group Company Secretary.
Enquiries to:
R&Q Insurance Holdings Ltd Tel: +44(0)20 7780 5850
William Spiegel
Tom Solomon
Numis Securities Limited (Nominated Adviser and Joint Broker) Tel : +44
(0)20 7260 1000
Charles Farquhar
Giles Rolls
Barclays Bank PLC (Joint Broker) Tel: +44 (0)20 7632 2322
Nish Amin
Chris Madderson
FTI Consulting Tel: +44 (0)20 3727 1051
Tom Blackwell
Notes to Editors:
About R&Q
R&Q is a non-life global specialty insurance company
operating two highly complementary, businesses: Program Management
and Legacy Insurance. Both of these businesses are leaders in
markets with high barriers to entry and significant 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
Important Notices
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for R&Q and no one else in connection with the matters set out
in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not
be responsible to anyone other than R&Q for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
Barclays Bank PLC ("Barclays") is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the FCA. Barclays is acting exclusively for
the Company and no one else in connection with the content of this
announcement or any matters described in this announcement.
Barclays will not regard any other person as its client in relation
to the content of this announcement or any matters described in
this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to any
matter referred to herein.
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END
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