Non-life insurance group Randall & Quilter Investment Holdings (R&Q) will no longer be acquired by Brickell PC Insurance Holdings as the former failed to secure the required shareholder votes to approve the transaction.
“Following the outcome of [Wednesday’s] vote, we will turn our focus to the fundraise,” said R&Q executive chair William Spiegel, referring to the company’s plan to raise approximately US$100 million via a placing and as much as US$8 million through an open offer. “Having prepared for this as an option when we originally engaged with shareholders, we are well placed to launch this shortly.
“Throughout this process our priority has always been delivering the best outcome for shareholders, and the outcome of the vote has demonstrated the long-term value that investors see in the business. We continue to have great confidence in the future prospects for R&Q, and expect in excess of US$90 million in pre-tax operating profit in 2024.”
The deal’s failure, however, had not been entirely drama-free. Before the special general meeting (SGM) during which the shareholder poll was conducted, prospective buyer Brickell had supposedly already backed out.
In a statement prior to the SGM in London, R&Q revealed: “At 18.47 (UK time) on the evening of Monday 23 May 2022, R&Q received a letter from Brickell alleging that R&Q is in breach of certain obligations under the implementation agreement in relation to the proposed transaction.
“In addition, Brickell claimed that the breach amounts to a material breach by R&Q of the terms of the implementation agreement and that Brickell is therefore exercising its right to terminate the implementation agreement with immediate effect (and therefore its obligations in relation to the acquisition and new equity funding).”
R&Q does not agree that it was in breach of its agreement with Brickell, which is the firm’s biggest existing shareholder and was supposed to snap up R&Q’s entire issued ordinary share capital.
For R&Q, what’s at the top of the agenda now is the fundraise, in which interest is said to be strong from certain existing investors.
“Following further engagement with our shareholders, our priority now is to secure the funding needed to de-lever our balance sheet and improve our financial profile,” declared non-executive director and senior independent director Alastair Campbell on behalf of R&Q’s board.
“Since becoming executive chairman just over 12 months ago, William, alongside his new management team, have outlined a compelling new strategy and driven significant positive change at R&Q, enhancing its culture, risk management, and governance. We look forward to engaging with our shareholders as we proceed with the fundraise.”
