Notice of special general meeting and Board recommendation for shareholders to vote against the resolutions requisitioned by Phoenix Asset Management Partners Limited (“Phoenix”)
Effective 12 August 2022, R&Q received a requisition notice from Phoenix (indirectly holding 12.2% of the Company’s issued share capital) to requisition a Special General Meeting (“SGM”) to table resolutions (the “Resolutions”) for the purposes of removing William Spiegel, our Executive Chair, as a Director of the Company and to appoint Mr. 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. We understand that these Resolutions are also supported by Brickell PC Insurance Holdings LLC (“Brickell”) (and, we assume, Brickell’s related parties, including 777 Partners LLC, 777 Asset Management LLC and certain other affiliates (collectively, “777”)) pursuant to Brickell’s open letter to shareholders dated 16 August 2022.
The Board has sought to engage constructively with Phoenix over a number of weeks, including right up to the time by which the Company was required to announce publicly service of the requisition notice to the market on 12 August 2022, to understand the motivations for their proposals and appropriately address any potential concerns. However, during these discussions, Phoenix has, in the Board’s view, failed to engage collaboratively or articulate any sound justification for such proposals being in the best interests of the Company.
Accordingly, the Company is now making available to shareholders a circular containing a notice of special general meeting to be held at 2 p.m. on 13 September 2022 at the Leonardo Royal Hotel London Tower Bridge, Sidney Suite, 45 Prescot Street, London E1 8GP for the purposes of voting on the Resolutions. It is important that shareholders vote at that meeting. A full copy of the circular is also available on this website here.
As explained in the circular, the Board is unanimous in its support for William Spiegel and the strategy he and his management team have set out for the Company and strongly and unanimously believes that the Resolutions put forward by Phoenix are not in the best interests of the Company, its shareholders as a whole or its wider stakeholders.
The Board, therefore, recommends that shareholders vote against these Resolutions at the SGM. All shareholders are strongly encouraged to cast their votes against the Resolutions either in person, or by submitting forms of proxy by 2 p.m. on 9 September 2022 or (for holders of depository interests only) forms of instruction or CREST instructions (as relevant) by 2 p.m. on 8 September 2022.
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