On 1 April 2022, Brickell and R&Q announced that they had agreed the terms of a recommended cash acquisition of the entire issued ordinary share capital of R&Q by Brickell (the “Acquisition”) as well as $100 million of new equity funding (the “New Equity Funding”). As outlined in that announcement, the Acquisition will be effected by means of a merger under the Bermuda Companies Act (the “Merger”).
Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular (as defined below), unless the context requires otherwise.
Accordingly, R&Q announces that it is posting to R&Q Shareholders a circular relating to the Merger (the “Circular”), together with forms of proxy or forms of instruction (for use by registered holders of R&Q Shares and holders of Depositary Interests, respectively).
The Circular contains, amongst other things, a letter from the Chair of R&Q, the terms of the Acquisition, a notice of Special General Meeting (“Notice”), an indicative timetable of principal events and action to be taken by R&Q Shareholders.
R&Q Shareholders should carefully read the Circular, in its entirety, before making a decision with respect to the Acquisition.
The Circular will be made available on the Company’s website, www.rqih.com, subject to restrictions relating to persons in Restricted Jurisdictions.
Action required
As further detailed in the Circular, the Acquisition and the New Equity Funding will require the approval by R&Q Shareholders of the Resolutions to be proposed at the Special General Meeting to be held at 71 Fenchurch Street, Ground Floor, London EC3M 4BS on 20 May 2022 at 2.00 p.m.
Completion of the Acquisition is also subject to the Conditions, which are summarised in the Circular.
The R&Q Board believes the Acquisition and the New Equity Funding together are in the best interests of R&Q Shareholders and recommend unanimously that R&Q Shareholders vote, or procure voting, in favour of the Resolutions to be proposed at the Special General Meeting, as all of the R&Q Directors who hold R&Q Shares have irrevocably undertaken to do in respect of their beneficial holdings of 9,102,904 R&Q Shares, in aggregate, representing approximately 3.31 per cent. of the R&Q Shares in issue as at the Latest Practicable Date.
Whether or not R&Q Shareholders intend to attend and/or vote at the Special General Meeting, they are encouraged to sign and return their Form of Proxy or Form of Instruction (as applicable) or deliver their voting instructions by one of the other methods described in the Circular, as soon as possible.
Timetable
The expected timetable of principal events is attached as an Appendix to this announcement.
All references to time in this announcement are to London time unless otherwise stated.
Click here for the full announcement.
For documents relating to the acquisition of Randall & Quilter Investment Holdings Ltd by Brickell PC Insurance Holdings LLC please click here.
