Randall & Quilter Investment Holdings Ltd. (R&Q), the non-life legacy and run-off insurance, programme management and investments specialist, is seeking shareholder approval to amend its Bye-laws to add certain takeover provisions that it says will protect shareholders.
It’s particularly interesting, as it has sparked discussion among sources that R&Q has been subject to a range of rumoured discussions, from acquisition attempts to taking on new private investors and that this could be linked.
This move to add shareholder protections to its Bye-laws, in case of a takeover attempt, may suggest there is perhaps something to them.
Randall & Quilter (R&Q) explained in a shareholder letter that detailing a proposed amendment to the company’s bye-laws that, “By virtue of its status as a Bermuda incorporated company and therefore being subject to Bermuda law, the UK Takeover Code does not apply to the Company. Since Bermuda law does not contain any provisions similar to those applicable in the UK which are designed to regulate the way in which takeovers are conducted, the Board is seeking authority to make amendments to the Company’s Bye-Laws to incorporate certain takeover related provisions.”
A general meeting is to be held on December 1st at which R&Q will seek shareholder agreement to the changes.
R&Q said that its new strategy is “garnering interest from new investors” and that its Board has already had discussions with third parties relating to possible combinations and/or mergers with R&Q.
With some of those conversations being focused on “transactions which might involve investments in, or acquisitions of control of, R&Q.”
“To date, such discussions have been exploratory in nature and have not materialised into a bona fide and/or attractive offer for all or part of the Company,” R&Q said.
R&Q is not subject to the UK Takeover Code, which means that “there are limited takeover style protections for Shareholders,” it said.
“The Board of R&Q is not currently evaluating any such transactions,” the company explained
But added that, hence, “The Board considers that it is an appropriate time to propose to Shareholders that the Company’s Bye-laws are amended by inserting a new Bye-law which contains a degree of minority shareholder takeover protection,” R&Q’s shareholder letter explains.
All of which sounds like a prudent move to make for any company looking to protect its shareholders, but especially so for a company that might be expecting a more serious takeover offer to be made.
Back to those market rumours.
Sources said two of the current major shareholders in R&Q would be possible suspects for any takeover approach, with 777 Partners through its Brickell investment vehicle and Phoenix Asset Management said to be potential candidates.
Of course, there are also plenty of other legacy and run-off specialists that might find R&Q an attractive target, to remove competition from the market and to boost their own platforms. Not to mention sector specialist investors, such as Hudson Structured which previously had a stake in R&Q, or some of the re/insurance focused pension plan investors of the world.
In addition, there are private equity houses that could find R&Q’s capital light and origination focused strategy, across legacy and program business, an appealing investment prospect.
But, it could just be a move to secure the necessary protections, in case of any approach.
Or it could be that the approaches already made are viewed as likely to become more serious in time.
We will, of course, update you should anything concrete come to light.
