R&Q is to hold a special general meeting for its Board to vote on the proposals by Phoenix to have William Spiegel removed as executive chair and director of the company.
The move comes after weeks when separate camps have either affirmed Spiegel’s performance or taken against him. Phoenix has led the charge against Spiegel, with R&Q confirming in a statement that this resolution is shared by Brickell, 777 Partners, 777 Asset Management, plus others.
In a statement released today, R&Q said: “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.”
It added: “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.”
In the statement, R&Q affirmed its support for Spiegel.
The tumult began in the middle of the month when Phoenix Asset Management Partners, which has around 12% of the firm’s share capital, said in an open letter that it wished for Spiegel to be removed with Ken Randall, the company’s founder and former executive chairman, to take his role.
It wrote: “Phoenix represents 46m ordinary shares in the company and have been continual investors in the company since its IPO in 2007. We and other investors have seen the performance of the business deteriorate under the leadership of William Spiegel.”
It added: “We are therefore calling for a General Meeting to be held at which resolutions will be proposed for William Spiegel to stand down and a new Executive Director be appointed. William Spiegel is not the right person to be leading the company. We have confidence and trust in Ken Randall, the company’s founder and former Executive Chairman. We seek his reappointment to the board as an executive director.”
Phoenix also wrote in its letter that it believed the board should be led by an independent non-executive chair, adding that it believed the majority of shareholders shared the same view.
It went on: “We are disappointed that the board, having agreed to try and effect this change out of the public arena, has gone back on that, forcing us to adopt this approach. We delayed this requisition for a further day to allow dialogue with the board and received no real engagement.”
A day later, 777 Partners backed insurer Brickell PC Insurance Holdings, which had been set to acquire R&Q earlier this year before the deal was rejected by two shareholders as Brickell argued that R&Q had breached certain obligations, expressed concern about the “recent significant deterioration of the business.”
However, other firms holding shares in R&Q have come to Spiegel’s defence.
Thomas Moore, senior investment director for UK and European equities at abrdn, said: “abrdn PLC manages funds owning approximately 6.2% of the outstanding shares of R&Q Insurance Holdings Ltd. We support the current Executive Chairman, William Spiegel, and believe that the strategy outlined is appropriate to realise the full shareholder value inherent in the Legacy and Program Management divisions.”
He added: “We have not seen a valid argument to justify the distraction which would arise from a change in management, and believe the stability of Spiegel’s leadership is especially important after a year of change.”
The Scottish firm was not the only one coming out in support of Spiegel. Investment firm Vida Capital, which manages 9.07% of the firm’s outstanding shares, expressed its support for the current leadership and strategy of the company.
In a statement, the company, which is a vertically integrated, uncorrelated investment firm specialising in insurance, longevity, structured credit, and private lending, said that it supported Spiegel, the management team, and the Board in their efforts to maximise shareholder value.
It added: “We believe a dramatic change to the strategy or to the executive leadership at this time would be counterproductive and would create a major distraction for the company.”
Spiegel was named as executive chairman in April 2021 on the retirement of Ken Randall. The non-life legacy and run-off acquisition and management, programme services and investments specialist had been planning for succession, with this move previously announced in July 2020.
