Randall & Quilter Investment Holdings (R&Q) is giving its investors more time as they decide on the fate of the firm, which is being sold to biggest existing shareholder Brickell PC Insurance Holdings.
The shareholder decision was supposed to be reached last Friday in London during a special general meeting (SGM), but the SGM was adjourned until 4pm on May 25. Shareholders are being asked to consider and vote on five resolutions, all of which need to be approved for the transaction to proceed.
As previously announced, Brickell is acquiring R&Q’s entire issued ordinary share capital, with shareholders entitled to receive 175 pence in cash for each R&Q share. The deal will see the non-life insurance group become an indirect wholly owned subsidiary of Brickell.
Whether or not shareholders intended to attend and/or vote at the SGM, they had been encouraged to sign and return their form of proxy or form of instruction.
“The votes received so far by proxy indicate that the votes in relation to resolutions 1, 2, and 3 are close to the 75% threshold required to approve such resolutions, being in excess of 70% of those shares voted,” noted R&Q. “Resolutions 4 and 5 have sufficient votes to pass.”
The group – which acquires discontinued books of non-life business and non-life (re)insurance companies and captives in run-off – went on to state: “The decision to adjourn the meeting was proposed so as to ensure shareholders have been given the time to consider the resolutions in the context of the current votes cast.
“Forms of proxy that have been submitted for the SGM will remain valid for the adjourned SGM, and shareholders do not need to submit a new form of proxy unless they wish to change how their proxy should vote.”
Meanwhile, Brickell has committed to providing US$100 million in new equity funding to R&Q. Approval of the five resolutions is also required for the funding to push through.
“It was only following consultation with a significant majority of our shareholders, and careful consideration of their feedback, that the board took the decision to proceed with recommending the offer and the US$100 million of new equity funding,” said R&Q executive chair William Spiegel.
“Given the indication that a significant majority appear in favour of the proposed transaction, and our commitment to achieving a fair outcome for all our shareholders, we have decided to adjourn the meeting to enable us to engage with them further.”
Currently, Brickell and its affiliates have a 23.2% shareholding in R&Q and 9.9% voting rights. Manned by more than 300 people, R&Q has eight offices operating in Bermuda, the UK, the US, and Europe.