TIDMRQIH
RNS Number : 9800W
R&Q Insurance Holdings Ltd
24 August 2022
FOR IMMEDIATE RELEASE
24 August 2022
R&Q Insurance Holdings Ltd ("R&Q" or the "Company")
Notice of special general meeting and Board recommendation for
shareholders to vote against the resolutions requisitioned by
Phoenix Asset Management Partners Limited ("Phoenix")
Effective 12 August 2022, R&Q received a requisition notice
from Phoenix (indirectly holding 12.2% of the Company's issued
share capital) to requisition a Special General Meeting ("SGM") to
table resolutions (the "Resolutions") for the purposes of removing
William Spiegel, our Executive Chair, as a Director of the Company
and to appoint Mr. Ken Randall as a Director of the Company and, if
William Spiegel is removed, to act as an executive director to fill
the vacancy created by William's removal. We understand that these
Resolutions are also supported by Brickell PC Insurance Holdings
LLC ("Brickell") (and, we assume, Brickell's related parties,
including 777 Partners LLC, 777 Asset Management LLC and certain
other affiliates (collectively, "777")) pursuant to Brickell's open
letter to shareholders dated 16 August 2022.
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.
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. A full copy of the circular is
also available on the Company's website at
www.rqih.com/investors/.
As explained in the circular, the Board is unanimous in its
support for William Spiegel and the strategy he and his management
team have set out for the Company and strongly and unanimously
believes that the Resolutions put forward by Phoenix are not in the
best interests of the Company, its shareholders as a whole or its
wider stakeholders.
The Board, therefore, recommends that shareholders vote against
these Resolutions at the SGM. All shareholders are strongly
encouraged to cast their votes against the Resolutions either in
person, or by submitting forms of proxy by 2 p.m. on 9 September
2022 or (for holders of depository interests only) forms of
instruction or CREST instructions (as relevant) by 2 p.m. on 8
September 2022.
A reminder of R&Q's new strategy and recent progress
In 2021, the Company announced William and his management team's
new five-year strategy to transform R&Q into a capital lighter
business based primarily on recurring fees. Through the successful
deployment of this strategy, R&Q is becoming a specialty
insurance company which comprises three primarily fee-based
business units:
-- Program Management : which provides insurance licences and
rated paper that connects Managing General Agents ("MGA") to
reinsurers in exchange for recurring annual fees while retaining a
small amount (approximately 7%) of underwriting risk;
-- Legacy Insurance : which is transitioning into an acquirer
and third-party manager of run-off insurance liabilities in
exchange for recurring annual fees while retaining only 20% of
underwriting risk; and
-- Minority MGA Investments : in addition, R&Q aims to
generate profits from its investments in MGAs that utilise the
Company's Program Management services. The first of these
investments provides R&Q with a minority share of the fee-based
earnings of the underlying MGA.
In a very short time, the management team led by William Spiegel
has transformed the business from a balance sheet-led,
capital-intensive business model to a more simplified fee-based
business. Today, R&Q is a simpler business for investors to
understand and is significantly better positioned to deliver more
predictable and less volatile earnings, reduce retention of
underwriting risk and generate higher shareholder dividends over
the longer term. The full details of this strategy, including the
Board's view on associated risks, are set out in the Company's
annual report for the year ended 31 December 2021. To summarise
this transition:
-- R&Q's former business model :
o A complex revenue model, driven by upfront underwriting income
associated with Legacy Insurance;
o Episodic earnings due to unpredictable timing of legacy
insurance transactions; and
o A balance sheet intensive business due to the capital
intensity of Legacy Insurance transactions (each transaction
requires a capital outlay of around 30 - 40% of net reserves
acquired) and the continual need to raise equity to fund
growth;
whereas
-- R&Q's new business model :
o A cleaner, simpler revenue model, driven primarily by annual
recurring fee income based on Program Management Gross Written
Premium ("GWP") and Legacy Insurance Reserves Under Management
("RUM");
o Predictable, high quality and scalable annual recurring fee
income; and
o A balance sheet lighter business with the majority of capital
required to fund growth now provided by third parties, which
improves returns on allocated capital.
With the full and unanimous support of the Board, William and
his management team are committed to continuing to transform the
business by deploying this strategy through a clear five-pillar
approach, which has already delivered significant results and
promises to deliver much more:
Pillar 1: Enhancing transparency in order to drive
decision-making that facilitates long-term value creation,
efficient allocation of capital and enhanced risk-management and
governance
-- Re-defined KPIs to focus on cash economics (e.g. Pre-Tax
Operating Profit) rather than accounting profits, which include
non-cash items such as intangibles created on Legacy Insurance
acquisitions, mark-to-market unrealised gains and losses on the
fixed income investment portfolio associated with interest rate
changes and other non-recurring items
-- Developed and articulated a robust capital and liquidity framework
-- Introduced a robust reserving committee
-- Developed a sustainable dividend policy based on cash
economics (e.g. Pre-Tax Operating Profit)
-- Enhancing the risk framework, supported by more sophisticated
stochastic modeling of risks and their impact on liquidity and
earnings
-- Optimising the investment portfolio with a focus on Asset-Liability Management
-- Created an emerging issues tracking and monitoring process to
identify and better manage risk
-- Created an "after action review process" to self-assess and
take lessons learned across the organisation
Pillar 2: Increasing annual recurring fee income and pivoting to
a capital-lighter model
-- Transitioning Legacy Insurance to an annual recurring fee
business based on Reserves Under Management ("RUM") through the
successful launch of Gibson Re in 2021, raising c.$300 million of
third-party capital
-- Growing RUM in Legacy Insurance to $417 million in less than
one year with annual fees of 4.25% on RUM
-- Reduced 2021 capital requirements for Legacy Insurance by
c.$100 million due to the formation of Gibson Re
-- Grew Program Management GWP by 82% in H1 2022 versus H1 2021 to $807 million
-- Grew Program Management Fee Income (excluding the minority
investment in Tradesman) by over 105% in H1 2022 versus H1 2021 to
$39 million
-- Accelerated expected Program Management GWP in 2022 to $1.75
billion of Gross Written Premium, one year ahead of original
guidance
Pillar 3: Automating Processes in response to significant
historical underinvestment under previous management
-- Investing over $20 million to upgrade the infrastructure in
order to support compliance requirements and business growth
objectives, with an expected three-year payback
-- Moving to a single group-wide general ledger from multiple
regional and disparate financial systems
-- Implementing automation tools including robotics to eliminate
extensive manual business processes and reduce over-reliance on end
user computing tools such as spreadsheets
-- Digitised, ingested and categorised over one million paper
documents into a modern document management solution
-- Designed and implemented a robust cloud-based infrastructure
enabling financial and actuarial data ingestion, validation,
pre-processing and automated management information
-- Migrating data from legacy claim systems to our enterprise
claim warehouse to reduce reliance on legacy technologies and
rationalize our application footprint
Pillar 4: Engaging Employees to empower constructive dialogue on
executing the R&Q strategy
-- Expanding our talent mix across the organisation
-- Introduced a metrics-based compensation plan and goal setting
-- Improved communication and collaboration across lines of business and geographies
-- Leading by example and encouraging a culture of innovation and speaking up
-- Defining the future of work for employees
-- Instituted regular town halls and communication across the
organisation to promote transparency and active engagement from all
levels
Pillar 5: Acting Responsibly for all stakeholders and the
environment
-- Focusing on behavioral change tied to long-term value
creation rather than short-term profits
-- Completed an organisational assessment of ESG and gaining
greater visibility on our carbon footprint
-- Launched a bottom-up development of our purpose and values
-- Enhanced our community engagement
As the above demonstrates, William and his management team have
changed the model from being disproportionately focused on
short-term accounting profit to a model focused on long-term value
creation for all its stakeholders. While the transition to a
simplified fee-based business came with some previously guided-to
reductions in non-recurring Day 1 accounting gains as they are
replaced with recurring annual fee income on RUM, R&Q has
demonstrated significant progress against this strategy already,
and is on track to deliver its target of in excess of $90 million
of Pre-Tax Operating Profit in 2024. The Board also notes that this
progress, and William's influence on performance, has been
particularly impressive in the context of him having been in the
role for just under eighteen months.
Furthermore, at R&Q's recent trading update on the Program
Management business on 8 August 2022, R&Q announced an 82%
increase in GWP to $807m and a 105% increase in Fee Income
(excluding the minority investment in Tradesman) to $39m for the
6-month period ending 30 June 2022. This increase reflects the
strong momentum in the business, including a number of new programs
with partners such as First Underwriting and Policy Expert.
At the Company's Annual General Meeting ("AGM") on 14 July 2022
(and after the capital raise described further below), the
independent shareholder base (excluding Phoenix, Brickell, 777 and
Mr. Randall) voted 97.64% in favour of the reappointment of William
Spiegel as Executive Chair. This represented a further endorsement
by shareholders of R&Q's management team, led by William
Spiegel, and the Company's strategic direction.
Steps R&Q's new leadership has taken to address historical
financial issues
Since William Spiegel's appointment as Executive Chair in April
2021, the management team has, as described below, taken
significant and decisive steps to address certain historical
matters and strengthen R&Q's balance sheet for the long term.
These were the right steps, taken in the best long-term interests
of the Company, but they contributed significantly to the c.$127
million IFRS after-tax loss incurred by R&Q in 2021.
Review of Legacy Insurance portfolio
In April 2022, R&Q announced an extraordinary non-cash,
pre-tax charge of c. $90 million which related to the year ended 31
December 2021. By way of background, R&Q acquired a company
over 15 years ago which in 2015 acquired a reinsurance policy that
provided coverage once claim payments reached a certain level. The
reinsurance policy contained an experience refund to the acquired
company of any residual assets under the reinsurance treaty above
and beyond that needed to pay claims. The experience refund was
treated as an asset on the Group's balance sheet under current IFRS
standards based on the amount expected to be realised in the
ordinary course over a 40-year projection period (the Board notes
that this will not be a permitted asset under IFRS 17). During the
latter part of 2021, claims payments accelerated above
expectations, leaving the subsidiary with minimal liquid assets and
still requiring $34 million in future claim payments before it
could access the reinsurance coverage. Management believed it was
in the best interests of shareholders for the subsidiary to commute
the reinsurance policy in order to provide liquidity to meet
anticipated claims rather than having R&Q contribute up to $34
million to this subsidiary over the next two to three years. The
impairment of the asset arose from the early commutation of this
reinsurance contract. It is important to note that this impairment
was not related to the Company's core Legacy Insurance and Program
Management businesses nor any of the Accredited companies. The
decision R&Q took helped position the Company to move forward
with a cleaner, less volatile business.
Strengthening of reserves and funding of collateral
requirements
The current management team also strengthened R&Q's reserves
across a number of prior Legacy Insurance transactions resulting in
a further reserve strengthening of c. $29 million in 2021. This
strengthening required use of meaningful cash capacity to fund
collateral requirements primarily in Lloyd's.
Capital raise
In the face of a combination of both the c $90 million non-cash
charge and the limited cash resources associated with funding
collateral requirements, R&Q was required to raise capital to
reduce financial leverage and provide financial flexibility.
In July 2022, R&Q successfully completed the capital raise
and the strong level of shareholder appetite and support for
R&Q was demonstrated by the significant upsizing of the amount
raised to $129.5m. This not only strengthened the Company's balance
sheet and renewed its strategic momentum, but also represented a
firm endorsement by R&Q's shareholders of the Company's
leadership team and strategy, and demonstrated their confidence in
the team to deliver this strategy.
Steps R&Q's new leadership has taken to improve
governance
R&Q continues to improve its corporate governance
The Board commissioned an external Board evaluation in the
second half of 2021, and, as a result, the Board planned certain
actions in line with corporate governance best practice for the
benefit of all shareholders, including the appointment of a new
Non-Executive Chair and an additional Independent Non-Executive
Director.
Although effecting these plans was delayed initially by the
Brickell offer and more recently by the discussions the Board has
had with Phoenix in relation to the proposed Resolutions, as
announced on 22 August 2022 R&Q is now able to take steps to
implement the first of those changes by appointing Robert Legget to
the Board as Senior Independent Non-Executive Director with effect
from 26 August 2022. The Board is also conducting a search for a
new Non-Executive Chair and additional Independent Non-Executive
Directors.
As a further demonstration of its commitment to strengthening
R&Q's governance and enshrining due protections for its
shareholders, R&Q's Board also intends to put forward proposals
in the fourth quarter of 2022 to incorporate additional key
protections from the UK Takeover Code into its bye-laws.
Mr. Randall's return would be a backwards step in this
context
The Board is aware of significant historical and ongoing
relationships between Mr. Randall and certain major R&Q
shareholders, specifically Phoenix, Brickell, and 777. These
relationships have included: (i) Mr. Randall's visible role on the
failed acquisition of R&Q by Brickell, where he led a number of
key due diligence calls on their behalf; and (ii) discussions that
the Company has been informed took place in 2021 between Mr.
Randall, Phoenix and Brickell/777 for the purposes of funding a US
Special Purpose Acquisition Company (SPAC).
The Board has considered carefully and worked diligently to
improve R&Q's corporate governance for the benefit of all
shareholders. In that context, the Board has serious concerns that
the replacement of William Spiegel by Mr. Randall (as proposed by
Phoenix and supported by Brickell/777) would be a backwards step as
potential conflicts of interest, including with respect to Phoenix,
Brickell and 777, could materially prejudice Mr. Randall's ability
to act impartially in the best interests of all shareholders.
Why is R&Q calling this meeting?
The Company has called this SGM in response to the requisition
notice served by Phoenix effective 12 August 2022. Under Bermudian
law, the Company is required to so convene a meeting on receiving
requests to do so from shareholders holding at least 10% of the
Company's voting rights. Though not a registered shareholder,
Phoenix is the ultimate beneficial owner of 12.2% of the Company's
voting rights. To validly requisition a meeting, Phoenix should
have exercised its rights to become itself the registered holder of
those shares, but failed to do so. However, in the best interests
of its shareholders, in line with good governance, and given
Phoenix's underlying beneficial rights, the Board considers it
appropriate for the Company's broader shareholders to be given the
opportunity to have their views heard on Phoenix's Resolutions.
In its discussions with the Board on the topic, and public
announcements to date, Phoenix has, in the Board's view, also
failed to engage collaboratively or articulate any sound
justification for the Resolutions being in the best interests of
the Company. In particular, the Board considers that Phoenix has:
(i) not provided a reasoned basis for its belief that these changes
would be of benefit to the Company nor the basis for its
disapproval of R&Q's current strategy or William Spiegel's
leadership; and (ii) not properly recognised the detrimental effect
that the Resolutions would, if approved, have on R&Q, its
strategy, its employees, stakeholders and shareholders.
Notwithstanding this, the Board has sought to engage constructively
with Phoenix, including right up to the time by which R&Q was
required to publicly announce 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.
The views and recommendation of the R&Q Board on Phoenix's
Resolutions
As stated above, the Board (including all of the Independent
Non-Executive Directors, each of whom was first appointed while Mr.
Randall was Executive Chair) is unanimous in its support for
William . It is confident that the current strategy to reposition
the business away from capital intensive activities and towards
less volatile, fast-growing and scalable fee generating activities
is the correct one for R&Q. This strategy will help R&Q to
create sustainable dividends to, and significant value for,
shareholders.
The Board is respectful of Mr. Randall as a founder of the
business; however, the Board considers that these proposals by
Phoenix would run counter to the wishes of shareholders as a whole
(as shown at the recent AGM vote), the independent governance
procedures for the appointment of all Board Directors, the broader
independence of the Board and the improvements in reporting,
transparency, governance, finance, capital, operations and risk
management that have been undertaken since William's appointment in
April 2021.
Therefore, having carefully considered these proposals in
consultation with its advisors, the Board has unanimously concluded
that they would not be in the best interests of the Company's
shareholders as a whole, and recommends shareholders to vote
against the Resolutions at the SGM for the following reasons:
-- The current strategy is the right one being implemented by
the right team as evidenced by the recently announced successful
commercial transactions described above, the recent results
announcements and the endorsement offered by shareholders through
the votes at the AGM and the Company's recent oversubscribed
fundraise.
-- No sound justification has, in the Board's view, been
provided by Phoenix despite repeated requests by the Board and
regular engagement, which undermines the credibility of the
Resolutions and calls into question how the changes will add
shareholder value.
-- Phoenix's proposals would undermine the improvements the
current leadership team have made to R&Q's reporting,
transparency, finance, capital, operations, culture and risk
management to position the business for future growth,
including:
o Significant improvements in accounting and business practices
as well as risk and governance controls . As described above, these
actions have included: (i) the review of the Legacy Insurance
portfolio and identification of the need to commute a reinsurance
policy to address liquidity requirements at a subsidiary; (ii)
strengthening of R&Q's reserves across a number of Legacy
Insurance portfolios established and overseen by the previous
management team; and (iii) necessary efficiency and automation
initiatives to remedy historical underinvestment;
o Improvements in culture , with employees feeling confident to
challenge the established business, risk and accounting practices.
Under the leadership of the Global Head of Human Resources hired by
William in 2020, significant cultural improvement work has been
undertaken and formal employee engagement and assessment practices
have been established for the first time;
o Improved approach to ESG . The implementation of a new ESG
strategy is underway, including through an increased focus on
community engagement, a bottom-up development of R&Q's purpose
and values, visibility over R&Q's carbon footprint and
behavioural change tied to long-term value creation rather than
short-term profits;
o Improvements in the Group's infrastructure and technology, and
the implementation of a clear data strategy . The Group's
infrastructure suffered from lack of investment and independent
third party consultants advised the Company that the only way to
support business growth, realise efficiencies and comply with new
regulatory requirements was to make a significant change in the
infrastructure and underlying processes. The new team is investing
over $20 million to improve the Group's operations across both
business lines and finance. This includes implementing a new single
group accounting ledger as well as making extensive changes to the
IT infrastructure by moving data to the cloud, adding robotics and
improving reporting tools. We expect this upfront investment to be
recovered in approximately three years and it will help generate
significant annual cost savings by 2024, once implemented; and
o A more sustainable approach to capital and liquidity . As
described above, R&Q's clear strategy is to move towards: (i) a
simplified revenue model, driven primarily by predictable, high
quality annual recurring fee income on program management gross
written premium and legacy insurance reserves; and (ii) being
balance sheet lighter with capital required to fund legacy growth
provided largely by third parties. In addition, R&Q has taken
steps to develop a more sustainable dividend policy based on cash
profits rather than accounting profits.
-- Phoenix's proposals would have a negative impact on
governance , due to the following factors:
o Phoenix's Resolutions run counter to the clear endorsement
provided by shareholders at the recent AGM . At the recent AGM, the
Company's shareholders (excluding Phoenix, Brickell, 777 and Mr.
Randall) voted 97.64% in favour of the reappointment of William
Spiegel as Executive Chair, a clear endorsement of R&Q's
current leadership and strategy;
o Risks of conflicts of interest if Mr. Randall returns to
R&Q . Current management is determined to align the Company
with UK listed company best practice and has taken significant
steps to improve R&Q's governance for the benefit of all
shareholders. Given the significant historical and ongoing
relationships between Mr. Randall and Phoenix, Brickell and 777,
the Board has serious concerns in this context that the replacement
of William Spiegel by Mr. Randall would be a backwards step - in
particular, because potential conflicts of interest could
materially prejudice Mr. Randall's ability to act impartially in
the best interests of all shareholders;
o The heightened risk of significant succession uncertainty. The
Board reminds shareholders that succession uncertainty had, prior
to William Spiegel's appointment (whom Mr Randall publicly
re-confirmed his support for as his successor at the time of his
retirement), been a significant and longstanding challenge for
R&Q given Mr. Randall's two previous failed succession plans.
This would risk once again becoming a significant potential
challenge were Mr. Randall to return, in particular given the
importance of long-term stability to R&Q's two core businesses;
and
o This appointment would be inconsistent with the Board's
rigorous process for new director appointments . R&Q has
detailed and rigorous procedures for the appointment of new
directors. The appointment of Mr. Randall in such circumstances
would run counter to the strong independent governance procedures
which have been put in place for the benefit of all shareholders
for the appointment of new directors.
-- William Spiegel's replacement by Mr. Randall could raise
significant retention and recruitment concerns regarding senior
management and employees. William Spiegel's direct reports have
fully endorsed his strategy. If Mr. Randall replaces William
Spiegel, or comes back into the business as proposed by Phoenix,
then there is a very serious risk of many, if not most, of
William's direct reports (including the CFO) and a number of other
senior executives choosing to consider their own positions given
their belief in R&Q's existing culture and strategy.
Were this to happen, this would clearly have negative
implications for the Company's client and broader commercial
relationships, as well as ongoing essential transformation projects
to strengthen the business. In the Board's view, such a leadership
change would also make it more difficult to recruit for important
essential roles within the Company.
-- Implications for R&Q's credit rating and sources of
finance : AM Best recently removed R&Q from negative watch due
to both the capital raise and William's strategy of moving to a
capital-lighter model. In addition, the current management team has
a constructive relationship with the Company's lenders. The Board
is mindful of the potential impact in that regard of any unwelcome
and unjustified change to the Company's strategy or leadership
team.
-- Importance of stability. After recent events the Board
believes that R&Q needs a period of stability and focus so that
it can deliver on the strategic priorities and objectives
communicated to shareholders. Any unwelcome and unjustified change
in senior management and the Board which could be brought about by
these Resolutions will only serve to risk instability which will
negatively impact the Company's ability to deliver value for its
shareholders.
Alongside the serious concerns raised by the Board regarding
Phoenix's proposals, the Independent Non-Executive Directors would
each individually have to consider carefully their positions, and
whether they would be willing to continue to serve on the Board if
Mr. Randall were to re-join the Company as proposed by Phoenix.
The Board is confident that under William's leadership R&Q
is moving towards having a modern, robust governance framework in
place for the benefit of all shareholders, with due protection for
minority shareholders, and that recent events have shown strong
support for the Board's strategy. The Board therefore believes that
R&Q will be best served by allowing the management team time to
execute on its strategy and to continue to create shareholder
value.
Board statement (excluding William Siegel) :
"William and his management team have the Board's unanimous and
unequivocal support. William has steered the business through some
difficult circumstances in the last few months. He has put in place
a very strong employee-led culture, strengthened governance and
risk management, and has the full support of the Board, the senior
management team and wider staff. R&Q has demonstrated clear and
tangible momentum in its two core businesses, with the Company on
track to deliver a step-change in earnings over the coming years.
Any change in management and/or strategy would only destabilise the
business and its people, destroy value and undermine the
independence of the Board. From the Board's perspective, the
business is in excellent shape and the Directors are extremely
excited about R&Q prospects under William's leadership. The
Board also looks forward to updating you on the Company's broader
performance at the upcoming results announcement on 5(th)
September."
Enquiries to: R&Q Insurance Holdings Ltd Tel: +44(0)20 7780 5850
William Spiegel
Tom Solomon
Fenchurch Advisory Partners LLP (Financial Adviser) Tel: +44 (0)20 7382
2222
Kunal Gandhi
Brendan Perkins
Richard Locke
Tihomir Kerkenezov
Numis Securities Limited (Nominated Adviser and Joint Broker) Tel : +44
(0)20 7260 1000
Charles Farquhar
Giles Rolls
Barclays Bank PLC (Joint Broker) Tel: +44 (0)20 7632 2322
Andrew Tusa
Anusuya Nayar Gupta
FTI Consulting Tel: +44 (0)20 3727 1051
Tom Blackwell
Slaughter and May is acting as legal adviser to R&Q.
Notes to Editors:
About R&Q
R&Q is a non-life global specialty insurance company
operating two highly complementary, businesses: Program Management
and Legacy Insurance. Both of these businesses are leaders in
markets with high barriers to entry and significant growth
opportunities. Legacy Insurance generates profits and capital
extractions from expert management of legacy non-life insurance
portfolios. Program Management generates commission income from its
licensed (and rated) carriers in the US, EU and the UK, writing
niche and profitable program business, largely on behalf of highly
rated reinsurers.
Legal Entity Identifier (LEI): 2138006K1U38QCGLFC94
Website: www.rqih.com
Important Notices
Fenchurch Advisory Partners LLP, which is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom, is acting exclusively for R&Q and for no one
else in connection with the subject matter of this announcement and
will not be responsible to anyone other than R&Q for providing
the protections afforded to clients of Fenchurch Advisory Partners
LLP nor for providing advice in connection with the subject matter
of this announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for R&Q and no one else in connection with the matters set out
in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not
be responsible to anyone other than R&Q for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
Barclays Bank PLC ("Barclays") is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the FCA. Barclays is acting exclusively for
the Company and no one else in connection with the content of this
announcement or any matters described in this announcement.
Barclays will not regard any other person as its client in relation
to the content of this announcement or any matters described in
this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to any
matter referred to herein.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There is a
number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement. The Company, its directors, Barclays, Fenchurch
Advisory Partners LLP, Numis, their respective affiliates and any
person acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation of the London Stock Exchange.
Unless explicitly labelled as such, no statement in this
announcement is intended to be a profit forecast or profit estimate
for any period, and no statement in this announcement should be
interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company.
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NOGBKNBBABKDQFB
(END) Dow Jones Newswires
August 24, 2022 02:00 ET (06:00 GMT)
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