Randall & Quilter Investment Holdings Ltd. (Registered in Bermuda with the company number 47341)

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant, bank manager or other independent professional adviser who, if you are in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or, if you are not in the United Kingdom, from another appropriately authorised independent financial adviser. The action to be taken by Shareholders is set out in paragraph 8 of Part 1 of this document. If you have sold or otherwise transferred all of your Ordinary Shares, you should send this document together with the accompanying Form of Proxy to the purchaser or transferee of those shares or to the stockbroker, solicitor, accountant, bank manager or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such an act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred part of your holding in Ordinary Shares, please consult the stockbroker bank or other agent through or by whom the transfer or sale was effected. This document does not constitute an offer to buy, acquire or subscribe for, or the solicitation of an offer to buy, acquire or subscribe for, the New Shares or an invitation to buy, acquire or subscribe for the New Shares. This document has not been examined or approved by the Financial Conduct Authority or the London Stock Exchange or any other regulatory authority. The Ordinary Shares are admitted to trading on AIM. Randall & Quilter Investment Holdings Ltd. (Registered in Bermuda with the company number 47341) Proposed Placing of up to 15,278,291 new Ordinary Shares at 117 pence per Ordinary Share and Notice of General Meeting Nominated Adviser and Broker: Numis Securities Limited This document does not constitute an offer of securities and accordingly is not a prospectus, neither does it constitute an admission document drawn up in accordance with the AIM Rules for Companies. This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document which contains the recommendation by the Directors to Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting, referred to below. You should note that the Placing is conditional upon, amongst other things, the approval by shareholders of the Resolutions. The General Meeting of the Company, (notice of which is set out in Part 2 of this document), at which the Resolutions will be proposed, will be held at 71 Fenchurch Street, Ground Floor, London EC3M 4BS on 27 March 2017 at 3.00 p.m. Shareholders who do not hold Depositary Interests should complete the Form of Proxy enclosed with this document for use at the General Meeting or complete a Form of Proxy electronically by going to the following website DI Holders should either complete a Form of Instruction (a copy of which can be found on the Company s website at or requested from the Depositary at Computershare Investor Services PLC, The Pavilions, Bridgwater, Bristol BS13 8AE or on +44 (0) ) or place an instruction through the CREST system to direct the Custodian to cast votes on their behalf in respect of their Depositary Interests at the General Meeting. To be valid, Forms of Proxy and Forms of Instruction should be completed and returned in accordance with the instructions thereon so as to reach Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as follows: Electronic and hard copy Forms of Proxy must be received by Computershare not later than 3.00 p.m. on 23 March Forms of Instruction and any instructions placed through CREST in relation to the General Meeting must be received by Computershare no later than 3.00 p.m. on 22 March The return of a completed Form of Proxy, Form of Instruction or CREST instruction will not prevent you from attending the General Meeting and voting in person if you so wish. Application will be made for the New Shares to be admitted to trading on AIM. Subject to such admission becoming effective, it is expected that dealings in the New Shares will commence on AIM on or around 28 March The New Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares including the right to receive any dividend or other distribution declared, paid or made in respect of the Ordinary Shares after Admission. Numis Securities Limited ( Numis ), which is regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company and is acting for no-one else in connection with the matters referred to in this document, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis nor for providing advice to any other person in relation to the matters referred to in this document. Numis is not making any representation or warranty, express or implied, as to the contents of this document, including the accuracy, verification or completeness of any information contained in this document or for any other statement made or purported to be made by the Company, or on the Company s behalf, or by them or on their behalf, and nothing in this document shall be relied upon as a promise or representation in this respect, whether as to the past or future. The responsibilities of Numis as the Company s nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or any other person. Numis has not approved the contents of, or any part of, this document and no liability whatsoever is accepted by Numis for the accuracy of any information or opinions contained in this document or for the omission of any information from this document, and accordingly Numis disclaims to the fullest extent permitted by law all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have to any person in respect of this document or any such statement. Online Access A copy of this document is available online at

2 NOTICE IN RELATION TO OVERSEAS PERSONS The distribution of this document and the accompanying Form of Proxy and Form of Instruction in or into jurisdictions other than the UK may be restricted by law and therefore any person into whose possession this document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. Subject to certain exceptions, this document is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations. This document does not constitute an offer to buy or subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares or any New Shares in any jurisdiction in which such offer or solicitation is unlawful. The New Shares have not been, and will not be, registered under the US Securities Act or under the securities laws of any state of the United States. In addition, the New Shares do not qualify for distribution nor have they been registered under any of the relevant securities laws of Australia, Canada, Japan, New Zealand or the Republic of South Africa. The New Shares are being offered outside of the United States pursuant to Regulation S of the US Securities Act and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the New Shares in the United States. The New Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. In addition, offers, sales or transfers of the New Shares in or into the United States for a period of time following completion of the Placing by a person (whether or not participating in the Placing) may violate the registration requirement of the US Securities Act. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains a number of forward-looking statements relating to the Group including with respect to the trading prospects of the Group. The Company considers any statements that are not historical facts as forward-looking statements. They relate to events and trends that are subject to risks, uncertainties and assumptions that could cause the actual results and financial position of the Group to differ materially from the information presented in the relevant forward-looking statement. When used in this document the words estimate, project, intend, aim, anticipate, believe, expect, should, and similar expressions, as they relate to the Group or management of it, are intended to identify such forward-looking statements. Shareholders are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither the Company nor any member of the Group nor Numis nor any of its subsidiaries or affiliates nor any of their respective officers, directors, employees advisers or agents undertakes any obligation to update publicly or revise any of the forward-looking statements whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules and other regulations. Contents Placing Statistics 01 Expected Timetable of Principal Events 01 Part 1 - Letter from the Chairman and Chief Executive Officer of Randall & Quilter 02 Part 2 Notice of General Meeting 06 Notes 07 Definitions 08 Directors, Secretary and Advisers 10 Shareholders are advised to read this document carefully. If you require assistance in completing the Form of Proxy or the Form of Instruction or require additional Forms of Proxy or Forms of Instruction, please call Computershare on or, if phoning from outside the UK, on +44 (0) Calls to this number from inside the United Kingdom are charged at approximately 8 pence per minute (including VAT) from a BT landline; other service providers charges may vary. Calls to this number from outside the United Kingdom are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. For legal reasons, Computershare will not be able to give advice on the merits of the matters referred to in this document or to provide legal, financial or taxation advice. You may not use any electronic address provided within this document or any related documents (including the Form of Proxy) to communicate with the Company other than as expressly stated.

3 01 Placing Statistics Placing Price 117 pence Total number of Existing Ordinary Shares 72,117,956 Total number of Existing Ordinary Shares that are under option 95,000 Number of Placing Shares to be issued pursuant to the Placing 14,423,591 Maximum number of Broker Option Shares to be issued pursuant to the Broker Option 854,700 Number of New Shares to be issued pursuant to the Placing (assuming the maximum number of Broker Option Shares are issued) 15,278,291 Enlarged Share Capital (assuming no Broker Option Shares are issued) 86,541,547 Enlarged Share Capital (assuming the maximum number of Broker Option Shares are issued) 87,396,247 Percentage of the Enlarged Share Capital represented by the Placing Shares (assuming no Broker Option Shares are issued) 16.7% Percentage of the Enlarged Share Capital represented by the Broker Option Shares (assuming the maximum number of Broker Option Shares are issued) Percentage of the Enlarged Share Capital represented by the New Shares (assuming the maximum number of Broker Option Shares are issued) Gross proceeds of the Placing receivable by the Company (assuming no Broker Option Shares are issued) Net proceeds of the Placing receivable by the Company (assuming no Broker Option Shares are issued) Gross proceeds of the Placing receivable by the Company (assuming the maximum number of Broker Option Shares are issued) Net proceeds of the Placing receivable by the Company (assuming the maximum number of Broker Option Shares are issued) Notes: 1. The above statistics assume that the Placing is subscribed in full. 2. Net proceeds are stated after deduction of estimated total expenses of approximately 0.6 million. 1.0% 17.5% 16.9 million 16.3 million 17.9 million 17.3 million Expected Timetable of Principal Events Announcement of the Placing 28 February 2017 Publishing and posting of this document to Shareholders 2 March 2017 Latest time and date for receipt of the Form of Instruction for, or placing of a CREST instruction in relation to, the General Meeting 3.00 p.m. on 22 March 2017 Latest time and date for receipt of the Form of Proxy for the General Meeting 3.00 p.m. on 23 March 2017 General Meeting 3.00 p.m. on 27 March 2017 Expected date for Admission and commencement of dealings in the New Shares on AIM 28 March 2017 Expected date for CREST accounts to be credited in respect of the New Shares to be held in uncertificated form in the form of Depositary Interests 28 March 2017 Expected date for the despatch of definitive certificates in respect of the New Shares to be held in certificated form By 11 April 2017 Notes: 1. All references to time in this document are to London (UK) time unless otherwise stated. 2. The dates and times given in this document are based on the Company s current expectations and may be subject to change. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

4 02 Part 1 Letter from the Group Chairman and Chief Executive Officer of Randall & Quilter Randall & Quilter Investment Holdings Ltd. (Registered in Bermuda with the company number 47341) Directors: Registered office: Kenneth Randall (Group Chairman and Chief Executive Officer) Clarendon House Alan Quilter (Deputy Group Chief Executive Officer and Group Chief Operating Officer) 2 Church Street Thomas Booth (Group Chief Financial Officer) Hamilton HM11 Philip Barnes (Non-Executive Director) Bermuda Alastair Campbell (Non-Executive Director) Michael Smith (Non-Executive Director) 2 March 2017 To Shareholders and, for information only, to the participants in the Randall & Quilter Long Term Incentive Plan Dear Shareholder, Proposed Placing of up to 15,278,291 new Ordinary Shares at 117 pence per Ordinary Share and Notice of General Meeting 1. INTRODUCTION On 28 February, the Company announced a proposed placing of 14,423,591 new Ordinary Shares at 117 pence per Placing Share to raise approximately 16.9 million (approximately 16.3 million net of expenses) in order to capitalise on opportunities which should allow the Group to continue growing the Group s activity in the core legacy acquisition market and profit streams from fronting fees generated in Accredited and R&Q Insurance (Malta) as well as from niche service operations. The Company has also granted the Broker Option to Numis in order to enable Numis to deal with any additional demand up to the sum of 1 million (before expenses) in the event that requests to participate in the Placing from institutional and certain other investors are received after the date of the Announcement to 4.30 p.m. on 3 March Consequently, a General Meeting has been called to approve the issue of the new Ordinary Shares to be issued pursuant to the Placing. Shareholders should note that the Placing is subject to certain conditions, as set out in paragraph 6 below, including shareholder approval of the Resolutions which are being proposed at the General Meeting. If the Resolutions are not passed by the requisite majority, the Placing will not proceed. Accordingly, you will find set out in Part 2 of this document a notice convening a general meeting of the Company to be held at 71 Fenchurch Street, Ground Floor, London EC3M 4BS at 3.00 p.m. on 27 March The purpose of this letter is to provide further information on the Placing, including the intended use of the proceeds of the Placing, and to explain why the Board considers the Placing to be in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that you vote in favour of the Resolutions at the General Meeting as they intend to do in respect of their own beneficial holdings of Ordinary Shares amounting to, in aggregate, 21,450,361 Ordinary Shares, representing approximately 29.7 per cent of the Existing Ordinary Shares. 2. CURRENT TRADING AND DISTRIBUTIONS The Board also announced that the 2016 full year results are anticipated to be at least in line with expectations driven by strong legacy activity, especially in the US with an anticipated book value per share (excluding goodwill) range of 106 pence to 110 pence with net tangible assets anticipated to be in the range of 61 million to 65 million. Accordingly, the Board expect to increase the final distribution in respect of 2016 by 0.2 pence to 5.2 pence. The process of simplifying the Group continues with interest shown by several potential purchasers of certain non-core business units. If these lead to an eventual transaction or series of transactions then the proceeds are likely to be at a significantly higher value than the current carrying value of such units which would result in a material one-off gain for the Group. The Board would stress that any such disposals are subject to significant further negotiation with no certainty they will occur at such values or at all. 3. BACKGROUND TO AND REASONS FOR THE PLACING As previously announced, the Group continues to focus on simplifying its business model. The Group aims to grow its core legacy acquisition activity and fronting fee generation in Accredited and R&Q Insurance (Malta). The Directors consider that the outlook looks particularly exciting for the Group as it seeks to capitalise on opportunities driven by, but not limited to, regulatory changes impacting large underwriters globally, macroeconomic effects and separation of distribution from underwriting capital. The current pipeline of opportunities is strong: (i) Accredited: multiple loss portfolio transfer ( LPT ) opportunities with varied liabilities from established carriers and several fronting arrangements with gross written premiums ( GWP ) ranging from $3 million to $30 million. (ii) R&Q Insurance (Malta): various captive transfer and LPT mandates and fronting arrangements with GWP ranging from $10 million to $20 million.

5 03 (iii) Legacy acquisitions/novations: 2016 saw the Group complete 8 acquisitions of run-off businesses and the Group has numerous opportunities for 2017 that are spread across the US, Bermuda and UK markets. 4. USE OF THE PROCEEDS FROM THE PLACING The Company intends to raise gross proceeds of approximately 16.9 million pursuant to the Placing (assuming no Broker Option Shares are issued). It is expected that the net amount of cash available to the Company following the Placing will be approximately 16.3 million (assuming no Broker Option Shares are issued), which it is intended to use as follows: (i) $3.5 million capital contribution to Accredited, the Group s A- rated US carrier; (ii) 3 million capital contribution to R&Q Insurance (Malta); and (iii) 10.3 million for other pipeline legacy acquisitions/novations (captives and UK/EEA insurers). The $3.5 million capital contribution to Accredited will increase its statutory surplus to approximately $26 million, which will push Accredited into the size 6 category ($25 million to $50 million), an important threshold to meet most major US brokers approved security lists. The 3 million capital contribution to R&Q Insurance (Malta) will increase its statutory surplus to approximately 42.5 million and allow a further 5 million Tier 2 capital issue (given Tier 1 to Tier 2 permitted ratios). Additional capital will help maintain Solvency Capital Requirements ( SCR ) coverage ratio above 200 per cent, a financial strength benchmark to attract further fronting and legacy opportunities. The remaining 10.3 million (together with any additional net proceeds from the issue of any Broker Option Shares) is intended to be used for other pipeline legacy acquisitions / novations (captives and UK / EEA insurers). Approximately 0.6 million of the gross proceeds will be used to pay fees and expenses (including VAT) incurred in connection with the Placing (including broking commissions and other fees). 5. DIRECTORS PARTICIPATION IN THE PLACING The Directors in the table below have confirmed that they support the Placing and they have agreed to participate in the Placing and subscribe for the number of Placing Shares set out in the table below. 6. DETAILS OF THE PLACING AND THE PLACING AGREEMENT The Placing The Company has conditionally raised approximately 16.9 million (approximately 16.3 million net of expenses) by way of a placing by the Company with investors of the Placing Shares at the Placing Price. The Placing Shares comprise 14,423,591 new Ordinary Shares to be issued by the Company to investors at the Placing Price. The Placing Shares will represent approximately 16.7 per cent of the Enlarged Share Capital following Admission (assuming no Broker Option Shares are issued). The Company has also granted the Broker Option to Numis under the Placing Agreement in order to enable Numis to deal with additional demand under the Placing in the event that requests to participate in the Placing from institutional and certain other investors are received during the period from 28 February 2017 to 4.30 p.m. on 3 March The Broker Option is exercisable on more than one occasion at any time prior to 4.30 p.m. on 3 March Any Ordinary Shares issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Shares. The Broker Option may be exercised by Numis, following consultation with the Company, but there is no obligation on Numis to exercise the Broker Option or to seek to procure subscribers for Ordinary Shares pursuant to the Broker Option. The maximum number of new Ordinary Shares that may be issued pursuant to the exercise of the Broker Option is 854,700 new Ordinary Shares. The maximum number of Ordinary Shares (including Ordinary Shares issued pursuant to exercise of the Broker Option) that may be issued pursuant to the Placing is 15,278,291 new Ordinary Shares, representing approximately 17.5 per cent of the Enlarged Share Capital following Admission. For the avoidance of doubt, the Broker Option is only open to investors invited to participate by Numis and is not open to the public. It is expected that the New Shares to be held in uncertificated form will be delivered in the form of Depositary Interests in CREST on 28 March 2017 and that share certificates for the New Shares to be held in certificated form will be dispatched by first class post by 11 April Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM and it is anticipated that trading in the New Shares will commence on AIM at 8.00 a.m. on 28 March The New Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after Admission. Director Number of Placing Shares Value of Placing Shares at the Placing Price ( ) Total holding of Ordinary Shares following Placing Percentage of the Company s enlarged issued share capital (assuming no Broker Option Shares are issued) Ken Randall 107, , ,142, % Alan Quilter 420, , ,666, % Tom Booth 42,735 49, ,186, %

6 04 Part 1 Letter from the Group Chairman and Chief Executive Officer of Randall & Quilter continued The Placing is conditional, amongst other things, upon: (i) the Resolutions to be proposed at the General Meeting being passed without amendment; (ii) the Placing Agreement becoming unconditional in all respects (save for Admission) and it not having been terminated; and (iii) admission of the New Shares to trading on AIM becoming effective by not later than 8.00 a.m. on 28 March 2017 (or such later time and date as the Company and Numis may agree, not being later than 8.30 a.m. on 28 April 2017). The Placing Agreement Pursuant to the terms of the Placing Agreement, Numis as agent for the Company, has agreed conditionally to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not underwritten. The Placing Agreement contains warranties from the Company in favour of Numis in relation to, amongst other things, certain matters relating to the Group and its business. In addition, the Company has agreed to indemnify Numis in relation to certain liabilities that they may incur in respect of the Placing. The obligations of Numis under the Placing Agreement in respect of the Placing are conditional upon, amongst other things, (i) Admission becoming effective on or before 8.00 a.m. on 28 March 2017 (or such later date as the Company and Numis may agree, but not later than 8.30 a.m. on 28 April 2017), (ii) there being prior to Admission no material breach of the warranties given to Numis, and (iii) Shareholders passing the Resolutions at the General Meeting. Numis may terminate the Placing Agreement in specified circumstances (including for breach of warranty at any time prior to Admission, if such breach is considered by Numis to be material in the context of the Placing) and in the event of a force majeure event occurring at any time prior to Admission. If the conditions of the Placing Agreement which apply to the Placing as a whole are not fulfilled on or before the relevant date in the Placing Agreement, subscription monies will be returned to Placees without interest as soon as possible thereafter. In consideration for the services to be provided to the Company by Numis in connection with Admission and the Placing, the Company has agreed to pay Numis certain fees and commissions and certain other costs and expenses incidental to Admission and/or the Placing. 7. GENERAL MEETING The notice convening the General Meeting of the Company, to be held at 71 Fenchurch Street, Ground Floor, London EC3M 4BS at 3.00 p.m. on 27 March 2017 is set out in Part 2 of this document. The business to be considered at the General Meeting is set out in the notice together with the explanatory notes to each resolution below. Under the Bermuda Companies Act and the Bye-laws, the Directors are not permitted to allot shares (or grant certain rights over shares) unless authorised to do so by Shareholders. The Company s current authorised share capital is 80,000,000 Ordinary Shares of two pence each. The Company s current issued share capital consists of 72,117,956 Ordinary Shares with a further 95,000 authorised but unissued Ordinary Shares reserved for issue on exercise of outstanding options. Accordingly, of the Company s authorised share capital, 7,787,044 Ordinary Shares remain capable of issue. At the Annual General Meeting of the Company held on 22 June 2016, Shareholders passed resolutions in order to (i) grant the Directors authority to allot equity securities up to a maximum nominal value of 961, and (ii) disapply statutory pre-emption rights to allow the allotment by the Directors of equity securities for cash up to an aggregate nominal value of 72,068 (being 3,603,400 Ordinary Shares) without the requirement for such equity securities to be first offered to existing Shareholders. The authorised share capital and the authorities referred to above are insufficient to allow the Placing to proceed without further shareholder approval. Accordingly, at the General Meeting, the following Resolutions will be proposed: Resolution 1 Increase in Authorised Share Capital Resolution 1, which is an ordinary resolution, proposes an increase in the Company s authorised share capital from 1,600,002 to 6,000,002 by the creation of 220,000,000 new Ordinary Shares. Shareholders should note that an increase in the Company s authorised share capital does not in itself give the Directors authority to allot or issue any further shares. The Directors must seek additional authority (such as that sought by Resolutions 2 and 3) to be able to make use of the increased authorised share capital. This increase in the Company s authorised but unissued share capital is being sought in order to create sufficient authorised share capital to enable the issue of the Placing Shares and the maximum number of the Broker Option Shares (if any) and for future general corporate purposes. If passed, Resolution 1 will become effective at the conclusion of the General Meeting. Resolution 2 - Authority to allot Ordinary Shares The Directors require the authority of Shareholders in order to allot the New Shares. Resolution 2 provides such authority by granting the Directors authority to allot Ordinary Shares up to a maximum nominal amount of 305, (representing, as at the date of this document, 21.2 per cent of the Existing Ordinary Shares) being 15,278,291 Ordinary Shares in number. Resolution 2 is being proposed as an ordinary resolution and will therefore require more than 50 per cent of the votes cast, whether in person or by proxy, to be in favour of the resolution. This authority, if granted, will be in addition to any existing authorities to allot Ordinary Shares granted to the Directors prior to the date of this document, and will enable the Directors to effect the Placing. This authority will expire on the date of the next Annual General Meeting of the Company. Resolution 3 Disapplication of pre-emption rights The Bye-laws require that, on an allotment of shares for cash, such shares must first be offered to existing Shareholders in proportion to the number of Ordinary Shares they each hold at that time. This is known as a shareholder s pre-emption right. Accordingly, neither the Placing Shares nor the Broker Option Shares (if any) can be allotted for cash on a non preemptive basis unless Shareholders have first waived their pre-emption rights. Resolution 3, if passed, provides such a waiver. If Resolution 3 is passed, the Directors will be able to allot the New Shares, on a non preemptive basis, to the extent of the authority granted by Resolution 2. The authority to allot the New Shares for cash on a non pre-emptive basis in respect of the Placing will, if granted, expire on the date of the next Annual General Meeting of the Company. Resolution 3 is being proposed as a special resolution and will therefore require a majority of not less than three-fourths of votes cast by such Shareholders as, being entitled so to do, vote in person or by proxy to be in favour of the resolution. This authority, if granted, will be in addition to any existing authorities to allot Ordinary Shares free of pre-emption rights granted to the Directors prior to the date of this document which will continue in full force and effect whether or not the Placing is effected. If Resolutions 2 and 3 are passed by Shareholders at the General Meeting but the Placing does not complete, the Company undertakes not to use the authorities granted by Resolutions 2 and 3, and to rely only on the general authorities granted pursuant to existing authorities to allot

7 05 Ordinary Shares free of pre-emption rights granted to the Directors prior to the date of this document. General Meeting queries Shareholders who have queries about the General Meeting or about completion of a Form of Proxy or Form of Instruction should call Michael Glover, the Company Secretary, on +44(0) This helpline cannot provide advice on the merits of the Placing nor give any financial, legal or tax advice. 8. ACTION TO BE TAKEN Form of Proxy If you hold your Ordinary Shares in certificated form, you are requested to complete and sign a Form of Proxy whether or not you intend to be present at the meeting. Completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person should you wish to do so. Forms of Proxy can be completed using either of the following methods: Electronically: By going to the following website co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN as provided on your proxy card and agree to certain terms and conditions. In hard copy: By using the paper copy Form of Proxy enclosed (printed on white paper) and by returning it, in accordance with the instructions printed thereon, to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Forms of Proxy should be completed and returned as soon as possible and in any event no later than 3.00 p.m. on 23 March 2017, or 48 hours before the time of any adjourned meeting (without taking into account any part of a day that is not a Business Day). Form of Instruction DI Holders are asked to either complete a Form of Instruction (copies of which can be found on the Company s website at or place an instruction through the CREST system to direct the Custodian to cast votes on their behalf in respect of the Ordinary Shares represented by their Depositary Interests at the General Meeting. A Form of Instruction should be completed in accordance with the instructions printed on it. Completed Forms of Instruction and instructions placed in relation to the General Meeting through the CREST system should be sent to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, must be received by Computershare not later than 3.00 p.m. on 22 March 2017 or 72 hours before the time of any adjourned meeting (without taking into account any part of a day that is not a Business Day). The return of a completed Form of Proxy or Form of Instruction, or placing of instructions through CREST in respect of the Resolutions, will not prevent a Shareholder from attending the General Meeting and voting in person (in substitution for their proxy vote or instructions given pursuant to a Form of Instruction or by CREST, as appropriate) should they wish to do so and are so entitled. DI Holders wishing to attend the General Meeting should contact Computershare in its capacity as custodian of the Depositary Interests at The Pavilions, Bridgwater, Bristol BS13 8AE or by ing!ukallditeam2@computershare.co.uk by no later than 3.00 p.m. on 22 March 2017 or 72 hours before the time of any adjourned meeting (without taking into account any part of a day that is not a Business Day). 9. RECOMMENDATION The Board considers the Resolutions, including the terms of the Placing, to be in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions as the Directors intend to do or procure that their nominee(s) do in respect of their own beneficial holdings amounting to 21,450,361 Ordinary Shares in aggregate, representing approximately 29.7 per cent of the issued and voting share capital of the Company as at 1 March 2017 (being the latest practicable date prior to the publication of this document). Yours faithfully Kenneth Randall Group Chairman & Chief Executive Officer

8 06 Part 2 Notice of General Meeting Randall & Quilter Investment Holdings Ltd. (Registered in Bermuda with company number 47341) (the Company ) NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the Company will be held at 71 Fenchurch Street, Ground Floor, London, EC3M 4BS on 27 March 2017 at 3.00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions of which the first and second will be proposed as ordinary resolutions and the third will be proposed as a special resolution: Resolution 1: THAT the share capital of the Company be increased by 4,400,000 from 1,600,002 to 6,000,002 by the creation of an additional 220,000,000 new ordinary shares of par value two pence each ranking pari passu in all respects as one class of shares with the existing ordinary shares of par value two pence each of the Company. Resolution 2: THAT in addition and without prejudice to any authority previously granted to the directors of the Company, the directors of the Company be and are hereby generally and unconditionally authorised pursuant to and in accordance with Bye-law 44 of the Company s Bye-laws to exercise all the powers of the Company to allot ordinary shares, and/or to sell ordinary shares held by the Company as treasury shares and/or to grant rights to subscribe for or to convert any security into ordinary shares in the Company up to a nominal amount of 305, (being 15,278,291 ordinary shares of par value two pence each), such authority to expire at the end of the next annual general meeting or on 28 June 2018, whichever is the earlier, but so that the Company may, before expiry of such period, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into ordinary shares to be granted after the authority conferred by this resolution has expired. Resolution 3: THAT subject to the passing of Resolution 2, the directors of the Company be and are hereby empowered in accordance with Bye-law 57 of the Company s Bye-laws to allot ordinary shares or grant rights to subscribe for or to convert any security into ordinary shares in the Company for cash and/or to sell ordinary shares held by the Company as treasury shares for cash under the authority given by Resolution 2 as if Bye-law 53 did not apply to any such allotment or sale, such authority to be limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of 305, such authority to expire at the end of the next annual general meeting or on 28 June 2018, whichever is the earlier, save that prior to the authority s expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired. By Order of the Board Michael L Glover FCIS Company Secretary Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda 2 March 2017

9 NOTES 07 Only registered shareholders of the Company as at 6.00 p.m. on 24 March 2017 (or, if the meeting is adjourned, at 6.00 p.m. on the day which is 24 hours before the time of any adjourned meeting (without taking into account any part of a day that is not a Business Day)) shall be entitled to attend and vote at the meeting or adjourned meeting in respect of the number of shares held in certificated form or Depositary Interests registered in their respective names at that time. Changes to the Register of Members or Register of Depositary Interests after that time will be disregarded in determining the rights of any person to attend or vote at the meeting or adjourned meeting. 1. Registered Shareholders Proxies Registered shareholders should either: (i) complete the Form of Proxy by going to the following website You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN as provided on your proxy card and agree to certain terms and conditions. For an electronic proxy to be valid, your appointment must be received by Computershare no later than 3.00 p.m. on 23 March 2017, or 48 hours before the time of any adjourned meeting (without taking into account any part of a day that is not a Business Day); or (ii) complete the Form of Proxy enclosed with this Notice of the General Meeting. The Form of Proxy must be deposited in hard copy form by post, by courier or by hand at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY United Kingdom no later than 3.00 p.m. on 23 March 2017, or 48 hours (without taking into account any part of a day that is not a Business Day) before the time appointed for any adjourned meeting. Your proxy could be the Chairman, another Director of the Company or another person who has agreed to attend to represent you. Every shareholder entitled to attend and vote at the meeting may appoint one or more persons as his/her proxy to attend and vote thereat instead of him/her, provided that each proxy is appointed to exercise the rights attaching to different shares held by the member. Your proxy will vote as you instruct and must attend the meeting for your vote to be counted. Details of how to appoint the Chairman or another person as your proxy using the proxy form are set out in the notes to the proxy form. Appointing a proxy does not preclude you from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated. To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Computershare at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY United Kingdom. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. 2. Depositary Interests Forms of Instruction The Ordinary Shares represented by the holdings of Depositary Interests ( DI Holders ) are registered in the name of Computershare Company Nominees Limited (being the Custodian). In order to have votes cast at the meeting on their behalf, DI Holders must complete the Form of Instruction. The Form of Instruction must be deposited in hard copy form by post, by courier or by hand at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY United Kingdom not later than 3.00 p.m. on 22 March 2017 or 72 hours before the time of any adjourned meeting (without taking into account any part of a day that is not a Business Day). The Custodian will cast votes on behalf of DI Holders in accordance with instructions received pursuant to valid Forms of Instruction. Electronic voting instructions through the CREST voting system Alternatively DI holders who are CREST members may issue an instruction by using the CREST electronic voting appointment service. Further details are set out below. (i) An instruction may be issued through the CREST electronic voting appointment service by using the procedures described in the CREST manual (available from subject to the provisions of the Company s Bye-laws. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf. (ii) In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (EUI) and must contain the information required for such instructions, as described in the CREST manual. (iii) To give an instruction through the CREST system, CREST messages must be received by the issuer s agent (ID number 3RA50) not later than 3.00 p.m. on 22 March For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer s agent is able to retrieve the message. The Company may treat as invalid a CREST voting instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations The return of a completed Form of Instruction will not prevent you from attending the General Meeting and voting in person if you so wish. DI Holders wishing to attend the General Meeting should contact the Custodian at The Pavilions, Bridgwater, Bristol BS13 8AE by no later than 3.00 p.m. on 22 March Corporate Representatives A registered shareholder that is a corporation and/or Computershare in its capacity as custodian of the Depositary Interests may, by written authorisation, elect to appoint a corporate representative in accordance with Bye-law 188 of the Company s Bye-laws to attend and vote at the meeting, in which case the Company will require written proof of the representative s appointment which must be lodged with Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE United Kingdom not less than 48 hours before the time appointed for holding the said meeting or any adjourned meeting. Any corporation which is a member can appoint more than one corporate representative who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

10 08 DEFINITIONS The following words and expressions bear the following meanings in this document unless the context requires otherwise. AIM AIM Rules Announcement Bermuda Companies Act Board or Directors Broker Option Broker Option Shares Business Day Bye-laws certificated or in certificated form Company or Randall & Quilter or Group Computershare Custodian CREST Depositary Interest DI Holders Enlarged Share Capital Existing Ordinary Shares Euroclear Form of Instruction Form of Proxy General Meeting London Stock Exchange New Shares Numis Ordinary Shares Placees Placing Placing Agreement Placing Price Placing Shares Randall & Quilter Long Term Incentive Plan or Long Term Incentive Plan Resolutions Shareholders UK or United Kingdom the market of that name operated by the London Stock Exchange; the AIM Rules for Companies as issued by the London Stock Exchange as amended from time to time; the announcement of the Company on 28 February 2017 in relation to the Placing; the Bermuda Companies Act 1981 as amended; the directors of the Company, whose names are set out on page 10 of this document or a duly appointed committee of such directors; the option granted to Numis pursuant to the Placing Agreement, details of which are set out in paragraph 6 of Part 1 of this document; up to 854,700 new Ordinary Shares to be allotted and issued by the Company to Placees following the exercise of the Broker Option; a day (excluding Saturday or Sunday or public holidays in England) on which banks generally are open for business in the City of London for the transaction of normal banking business; the bye-laws of the Company at the date of this document; a share or other security, which is not in uncertificated form (that is, not in CREST) Randall & Quilter Investment Holdings Ltd., a company registered in Bermuda with company number 47341; Computershare Investor Services PLC of The Pavilions, Bridgwater Road, Bristol BS13 8AE; Computershare Company Nominees Limited in its capacity as custodian of the Depositary Interests; the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Uncertificated Securities Regulations; the dematerialised depositary interests issued in CREST in respect of Ordinary Shares; holders of Depositary Interests; the entire issued Ordinary Share capital of the Company as enlarged by the issue of the New Shares; the Ordinary Shares in issue at the date of this document; Euroclear UK and Ireland Limited, the operator of CREST; the form of instruction for use by DI Holders in connection with the General Meeting. Copies of the Form of Instruction can be found on the Company s website at a form of proxy for use by Shareholders in connection with the General Meeting, in hard copy or electronic form; the general meeting of the Company (or any adjournment thereof) to be held at 71 Fenchurch Street, Ground Floor, London, EC3M 4BS at 3.00 p.m. on 27 March 2017; London Stock Exchange plc or any recognised investment exchange for the purposes of the Financial Services and Markets Act 2000 which may take over the function of London Stock Exchange plc; the Placing Shares and the Broker Option Shares (if any); Numis Securities Limited; ordinary shares of par value two pence each in the capital of Randall & Quilter, and includes, the Depositary Interests in respect of such shares; the subscribers for New Shares pursuant to the Placing; the conditional placing of the Placing Shares by Numis, as agent for the Company, and the allotment of Broker Option Shares (if any) pursuant to the Placing Agreement; the conditional placing agreement dated 28 February 2017 relating to the Placing between the Company and Numis further details of which are contained in paragraph 6 of Part 1 of this document; 117 pence per New Share; the 14,423,591 new Ordinary Shares to be issued to certain investors who have agreed to subscribe for such Ordinary Shares; the Randall & Quilter Investment Holdings Ltd. Long Term Incentive Plan; the resolutions set out in the notice of the General Meeting contained in Part 2 of this document; holders of Ordinary Shares whether such shares are held in certificated form or through Depositary Interests, as the context so requires; the United Kingdom of Great Britain and Northern Ireland;