Extension of Phoenix Purchase Agreement

RNS Number : 4605W

Randall & Quilter Inv Hldgs Ltd

27 December 2013

 



27 December 2013

For immediate release

Randall & Quilter Investment Holdings Ltd

 ("Randall & Quilter" or the "Company")

Extension of Phoenix Purchase Agreement

Introduction

R&Q today announces an extension to the Phoenix Purchase Agreement, a conditional transfer agreement entered into at the time of the Company's placing of new ordinary shares to raise approximately £25.0 million (the "Placing"), by Kenneth Randall (Group Chairman and Chief Executive) and one of the participants in the Placing, Phoenix Asset Management Partners Limited ("Phoenix") and more fully described in the Company's announcement of 25 April 2013.  All capitalised terms used in this announcement shall bear the same meaning as given in the Company's announcement of the Placing of 25 April 2013.

Background

During the course of discussions with potential participants in the Placing, one of the participants, Phoenix, expressed an interest in acquiring shares to a level which would have resulted in Phoenix having an aggregate holding in the enlarged issued share capital of the Company in excess of 10%. In several jurisdictions in which the Company operates, the acquisition of an interest in the Company carrying in excess of 10% of the Company's shares requires certain advance approvals from the regulators in such territories. Accordingly, Phoenix only subscribed for 7,031,261 Placing Shares representing 9.96% of the voting rights in the enlarged share capital of the Company pursuant to the Placing. 

As a result, and concurrent with the Placing, Mr Randall entered into the "Phoenix Purchase Agreement" pursuant to which, Mr Randall agreed to sell 1,302,072 existing ordinary shares at the Placing Price to Phoenix, such sale being conditional upon the receipt of the necessary regulatory consents or approvals in the jurisdictions in which the Company and its group operates. The terms of the Phoenix Purchase Agreement provided, amongst other things, that the Company and Phoenix would use their reasonable endeavours to obtain the required consents and approvals by 31 December 2013. 

Extension

Despite the Company's and Phoenix's best endeavours, the required consents and approvals are currently still outstanding and therefore the parties to the agreement have agreed to extend the date for the acquisition of such consents and approval by an additional three months, to the 31 March 2014, by which time it is expected that all remaining regulatory consents and approvals will have been obtained. All other terms and conditions of the Phoenix Purchase Agreement remain unchanged.

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Enquiries to:

Randall & Quilter Investment Holdings Ltd                  www.rqih.com

Tom Booth                                                                          Tel: + 1 441 247 8330

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]              

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 currently:

-     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 portfolio of 12 insurance companies in run-off (from the UK, US and Continental Europe) with net assets of c.£96.4m as at 30 June 2013;

-     provides 'turnkey' management services to Lloyd's syndicate 1897, manages two RITC ('run-off') syndicates and owns and operates 4 MGAs;

-     acquires and manages a portfolio of insurance receivables, with a carrying cost of c. £8.9m as at 30 June 2013;

The Group was founded by Ken Randall, Executive Chairman and Chief Executive, and Alan Quilter, Chief Operating Officer, who both have extensive experience in the industry including as Head of Regulation of Lloyd's and as Head of the Market Financial Services Group respectively.

 

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