Randall & Quilter Investment Holdings PLC

Investor Relations - Rule 26 Information
The following information is disclosed further to Rule 26 of the AIM Rules:
Randall and Quilter Investment Holdings plc, the group's holding company was incorporated in England & Wales on 20 November 1998. Operations are predominantly located in the UK or USA. Its articles of Association are attached for information.
Randall and Quilter Investment Holdings plc - Articles of Association
Randall and Quilter Investment Holdings plc floated on AIM on 13th December 2007. The admission document is attached for further information.
Randall and Quilter Investment Holdings plc - Admission to AIM (13/12/07)
Description of the business
Randall & Quilter operates in the non-life run-off insurance sector. It manages, acquires and realises the surplus assets of solvent non-life insurance companies in run off and acquires and realises reinsurance receivables.
The Group operates through three divisions:
The Insurance Services Division provides services to both insurance companies owned by the Group and to third parties, including syndicates at Lloyd's, and has operations in the UK and US.
The Insurance Company Division acquires solvent insurance companies in run-off, typically at a discount to their net asset value. The Division seeks to realise surplus assets within these companies once their liabilities have been reduced and regulatory approval to release surpluses has been obtained. Complete exits from the business are achieved through schemes of arrangements, transfer or sale. The Group has acquired eight companies to date.
The Liquidity Management Division acquires reinsurance receivables on both a recourse and non recourse basis and seeks to realise them for cash.
Below is a brief description of principal subsidiaries within the group.
UK Operations
Arran Insurance Company Ltd (formerly Ancon Insurance Company (UK) Ltd), acquired on 21 December 2006, is a UK insurance company in run-off.
Cavell Managing Agency Ltd, formed on 30 October 2003, is a new Lloyd's Managing Agency to assume the management of syndicates in run-off, acquiring the management of Lloyd's Syndicate 102 in May 2004.
Cavell Management Services Ltd, acquired in November 2003, provides efficient and cost effective run-off management services, enabling clients to optimise liquidity, manage down liabilities and, where required, bring finality to their discontinued lines portfolios. Services include full scale run-off management, virtual back office and solvent schemes of arrangement.
Chevanstell Ltd, a UK insurance company in run-off, and its wholly owned subsidiary, Chevanstell Management Ltd, were acquired on 10 November 2006.
EC3 Solutions Ltd is a computer software company through which an insurance processing system, ISIS, has been developed for use by the group's owned insurance companies.
Peter Blem Adjusters Ltd provides audit and inspection and insurance consultancy services.
R&Q Reinsurance Company (UK) Ltd (formerly Brandywine Reinsurance Company (UK) Ltd), a UK reinsurance company in run-off, was acquired from the ACE group of companies on 3 July 2006.
Randall & Quilter Consultants Ltd provides insurance consultancy services.
Reinsurance Finance Management Ltd provides a bank financed facility to deal with major debt positions on a recourse OR non-recourse basis, providing liquidity to the London international insurance marketplace through: the acquisition of reinsurance receivables (including outstanding losses and IBNR in certain instances); collection of debts on a contingency fee basis; and commutation of reinsurances on behalf of clients.
R&Q Broking Services Ltd provides broker replacement and expert fees collection services.
US Operations
Cavell America is the holding company for the group's US operations.
Cavell USA provides full-scale run-off management to group companies and third parties, from offices in Boston, MA, Cumberland, RI and Philadelphia, PA
R&Q Reinsurance Company (formerly Ace American Reinsurance Company), a reinsurance company in run-off, was acquired from the ACE group of companies on 3 July 2006.
Transport Insurance Company, an insurance company in run-off, was acquired from American Financial Group on 30 November 2004.
Other Operations
R&Q Reinsurance Company Belgium is a Belgian reinsurance company in run-off
R&Q Re (Bermuda) Ltd received approval on 21 December 2007 from the Bermuda Monetary Authority as a Bermudan class 3 reinsurer to provide intra-group reinsurance, assisting the structuring of future acquisitions and enhancing the returns derived from new and existing insurance company subsidiaries
Directors
The Board comprises two executive directors and three non-executive directors. Details of the Board are set out below.
Ken Randall, Chairman and Chief Executive Officer, age 59
Ken Randall is a certified accountant and has worked in the insurance industry for more than 30 years. During the early 1980s, he was head of regulation at Lloyd's. After seven years as chief executive of the Merrett Group, which at the time managed a number of high profile syndicates at Lloyd's, Ken went into partnership with Alan Quilter in 1992 and founded Randall & Quilter. Ken became Chief Executive Officer of the Group, which expanded to become the UK's largest third party provider of insurance services with 1,300 employees and a turnover of over £80 million before the sale of the majority of its UK operations to Capita plc in November 2000. Ken Randall has the joint role of Chairman and Chief Executive Officer, which the Board considers appropriate given the size and nature of the Group. The Company will be seeking to strengthen the management team in the medium term by identifying a suitable candidate to assume the position of Chief Executive Officer with Ken remaining as Executive Chairman.
Alan Quilter, Group Finance Director, age 56
Alan Quilter is a chartered accountant and has worked in the London insurance market since 1969. Between 1980 and 1987, he headed the Market Financial Services Group at Lloyd's before becoming managing director of Cheval Investment Management, a specialist investment management company focused on insurance markets in the UK. In 1992, Alan joined Ken Randall to form Randall & Quilter. He was chief financial officer of the Eastgate Group and continued in the role of Finance Director of the Group after 2000, with overall responsibility of the Group's finance functions.
Paul McNamara, Non-Executive Director, age 59
Paul McNamara is a chartered accountant. He spent his professional career with Ernst & Young LLP (or its predecessor firms) which he joined from Cambridge University in 1970, becoming a Partner in 1979. He retired in March 2007. His experience in recent years has been with major audit clients of the firm particularly for insurance related entities including Lloyd's brokers, Lloyd's syndicates and a major UK general insurer. He has also been involved with several Lloyd's corporate capital raising assignments primarily for new investor groups. He has been a director of a Bermudian mutual insurance company for several years and was its chairman for four years until November 2006. He was, for a number of years, the partner in charge of the Ernst & Young insurance practice and served for 14 years on the management council of the firm.
Michael Smith, Non-Executive Director, age 62
Michael Smith is a solicitor, having spent his professional career at city solicitors Titmuss Sainer & Webb (now international law firm Dechert) of which he was senior partner from 1990 to 1998, retiring from legal practice in 2001. He was a corporate lawyer, having specialised from the mid 1980's in the London and international insurance markets, with a concentration on capital transactions of all types. He has been a non-executive director of a number of Lloyd's Agencies, including ACE Underwriting Agencies Limited from 1998 until 2004 when he joined the main board of Brit Insurance Holdings PLC, where he is a member of the remuneration and nomination committees and chairman of the latter. Since 2004, he has been one of the independent non-executive directors of Cavell Managing Agency Limited, the managing agent of Goshawk Syndicate 102 in run-off at Lloyd's. He is also involved as a trustee of a number of UK charities.
Jo Welman, Non-Executive Director, age 49
Jo Welman was a director of Brit Insurance Holdings PLC from its flotation in 1995 and was its chairman from January 2000 to September 2002 and a non-executive director of Cathedral Capital until 2006. He is also chairman and co-founder of EPIC Investment Partners Limited, which carries out certain investment management functions for the Group. Prior to this he was a director of Rea Brothers Group and managing director of its investment management subsidiary. Previously he had spent over 10 years at Baring Brothers where he managed several large segregated UK and US public company pension funds. Jo graduated in Economics from Exeter University.
Board Committees
The Board has established the following committees:
Audit Committee
The Audit Committee comprises Paul McNamara, Michael Smith and Jo Welman. The Committee is chaired by Paul McNamara and meets at least twice each year. The Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on and for meeting with Randall & Quilter's auditors and reviewing their reports on the financial statement and internal controls.
Remuneration Committee
The Remuneration Committee comprises Paul McNamara, Michael Smith and Jo Welman. The Committee is chaired by Jo Welman. The Committee is responsible for reviewing the performance of the executive Directors, setting their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant.
Country of incorporation and main country of operation
Randall & Quilter Investment Holdings plc was incorporated in England & Wales on 20 November 1998. All operations are located in the UK.
Current constitutional documents
Memorandum of Association and Articles of Association
Number of securities in issue
For number of securities in issue please visit Investor Relations - Key Information
Annual report
Annual Report 2006
Notifications over the last 12 months
For all notifications over the last 12 month please visit Investor Relations - Announcements
Admission document
Admission to AIM (13/12/2007)
Key advisers
For information on Key advisers please visit Investor Relations - Advisers