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R&Q wraps up $80mn Brickell investment

22nd January 2021 - Author: Charlie Wood

Non-life re/insurance legacy and run-off acquisition specialist Randall & Quilter has successfully completed its previously announced $80 million equity investment from Brickell Insurance Holdings.

Randall & QuilterAs previously announced on 29 April 2020, investment vehicle Brickell made a $80 million subscription for a new series of preferred stock issued by Randall & Quilter PS Holdings, an indirect wholly owned subsidiary.

The exchange could only take place if, amongst other things, Brickell obtained sufficient regulatory approvals.

Those regulatory approvals have now been obtained and therefore Brickell has elected to exchange the preferred stock for new ordinary shares in the company.

The total number of ordinary shares which Brickell will receive has been adjusted, pursuant to the terms of the original subscription, to take into account the bonus share issue approved at the company’s recent Annual General Meeting.

The conditional allotment of 49,772,168 new ordinary shares in the capital of the company to Brickell marks the completion of the Exchange.

The issue of the Ordinary Shares remains conditional on the admission of those ordinary shares to trading on AIM.

An application has been made to the London Stock Exchange for the admission of the 49,772,168 new ordinary shares to trading on AIM. Admission of the new shares is expected to take place at on January 27.

Following the issue of the new ordinary shares referred to above, Brickell will hold an aggregate 69,977,745 ordinary shares, representing 25.53% of the voting rights.

However, as certain US jurisdictional regulatory consents or approvals remain outstanding, the ability to exercise voting rights attached to 42,846,208 of these 69,977,745 ordinary shares will be restricted until such time as the appropriate consents or approvals have been obtained.

The 42,846,208 ordinary shares represents the holding of Brickell (and those entities associated with Brickell) in excess of 9.9% of the current total voting rights in the company.

As a result of this issue of the ordinary shares referred to above, the total issued share capital of the company is 274,167,452.

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