The information contained
within this announcement was deemed by the Company to constitute
inside information as stipulated under the UK Market Abuse
Regulation. With the publication of this announcement, this
information is now considered to be in the public
domain.
R&Q Insurance Holdings
Ltd
Update on proposed sale of
Accredited
13
June 2024
R&Q Insurance Holdings Ltd (AIM:
RQIH) ("R&Q" or
"the Company") notes the
recent press speculation.
As announced on 20 October 2023,
R&Q entered into a conditional agreement with funds advised by
Onex Corporation to sell 100% of the equity interest in Randall
& Quilter America Holding Inc., the holding company of the
Company's program management business, Accredited. R&Q
today provides an update on the proposed Sale. Capitalised
terms used in this announcement have the meanings given to them in
the circular sent to shareholders on 14 December 2023 (the
"Circular") and/or the
announcement issued by R&Q on 24 April 2024.
As announced on 24 April 2024,
R&Q entered into the Lock-Up Agreement with certain of its
lenders and creditors following which the Company and those
Locked-Up Parties moved into the negotiation of the documentation
necessary to implement the proposed Restructuring. The period
of intensive discussion with its lenders, regulators and other
stakeholders (both before and after the signing of the Lock-Up
Agreement) has resulted in the Company incurring significant
additional unexpected costs and expenses (either on its own behalf
or on behalf of or due to the requirements of other stakeholders).
In addition, as announced on 22 December 2023, the Company has been
constrained since that time in relation to its ability to
consummate external legacy transactions. These factors, as well as
further adverse reserve development and a degree of general stress
to the Company's businesses during this period, have had a material
impact on the Company's stability as a business and as a going
concern.
Despite this, in recent weeks,
R&Q has been progressing discussions with Onex and its other
stakeholders with a view to finalising matters so as to complete
the Sale. During these discussions, Onex provided R&Q with an
alternative transaction structure to that of the original Sale (the
"Alternative Proposal")
that could be implemented in the event that the closing conditions
to the original Sale were not able to be satisfied. R&Q and
Onex have continued to discuss implementing the Sale on its
original terms.
The Board is currently exploring and
evaluating all options that may be available to the Company,
including alternative transactions (including the Alternative
Proposal) and potential sources of liquidity, whilst continuing to
work to complete the original Sale.
Shareholders should note that the
implementation of the Alternative Proposal would involve the parent
company, R&Q Insurance Holdings Ltd., filing for a provisional
liquidation in Bermuda and then completing the sale of Accredited
to Onex through that process. The provisional liquidators would
then look to realise value from the Group's remaining assets. The
Directors believe that in such circumstances there would be very
little, if any, chance of any value accruing to the Company's
shareholders.
As stated in the Circular, if the
Sale does not proceed on its original terms and the Available Net
Cash Proceeds are not available to facilitate a financial
de-leveraging of R&Q, R&Q will not be able to repay its
debt facilities as they become due, and R&Q would therefore be
unable to continue as a going concern.
In the event that the Company were
to enter provisional liquidation, R&Q would request that
trading in the Company's ordinary shares on AIM be suspended
immediately. Notwithstanding any suspension of trading in the
Company's ordinary shares, the Company would continue to make
notifications as and when there are matters requiring disclosure in
accordance with the Company's obligations under the AIM Rules for
Companies and/or the UK Market Abuse Regulation.
Further announcements will be made,
as appropriate, in due course.
-Ends-
Enquiries to:
R&Q Insurance Holdings
Ltd
Tel: +44 (0)20 7780 5850
Jeff Hayman
William Spiegel
Tom Solomon
Fenchurch Advisory Partners LLP (Financial
Adviser)
Tel: +44 (0)20 7382 2222
Kunal Gandhi
Brendan Perkins
John Sipp
Richard Locke
Tihomir Kerkenezov
Barclays Bank PLC (Financial Adviser and Joint
Broker)
Tel: +44 (0)20 7632 2322
Gary Antenberg
Richard Bassingthwaighte
Anusuya Nayar Gupta
Grant Bickwit
Howden Tiger (Financial
Adviser)
Tel : +44 (0)20 7398 4888
Rob
Bredahl
Leo
Beckham
Deutsche Numis (Nominated Adviser and Joint
Broker)
Tel : +44 (0)20
7260 1000
Charles
Farquhar
Giles
Rolls
Ankura Consulting (Europe) (Debt Financial
Adviser)
Tel : +44 (0)20
7469 1111
Alistair
Dick
FTI
Consulting
Tel: +44 (0)20
3727 1051
Tom Blackwell
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