Sch 1 - Randall & Quilter Investment Holdings Ltd

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Randall & Quilter Investment Holdings Limited

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda

COUNTRY OF INCORPORATION:

Bermuda

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.rqih.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Non-life insurance, UK

The admission is taking place pursuant to a Scheme of Arrangement to insert a new Bermuda incorporated holding company (the applicant) into the Randall & Quilter Group in place of Randall & Quilter Investment Holdings Plc which is already quoted on AIM

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

70,966,335 ordinary shares of 2p each. IFG Trust Company (Channel Islands) Limited holds 393,338 of these shares as trustee of the Randall & Quilter Investment Holdings Plc Employee Benefit Trust. IFG Trust (Channel Islands) Limited has waived voting rights in respect of these shares. These 393,338 ordinary shares are consequently deemed to be held as treasury shares.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on Admission

No significant change anticipated to current market cap. of £92m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

33.80%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

NA

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Kenneth Edward Randall, Group Chairman and Chief Executive Officer

Alan Kevin Quilter, Deputy Group Chief Executive Officer

Thomas Alexander Booth, Group Chief Financial Officer

Kevin Paul McNamara, Non-Executive Director

Michael Gordon Smith, Non-Executive Director

Philip Andrew Barnes, Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

The following significant shareholders will hold the same proportion of the company's issued share capital immediately before and immediately after admission:

Kenneth Edward Randall (and his family) 27.82%

Phoenix Asset Management Partners Ltd 9.91%

Numis Nominees Limited 7.54%

JO Hambro 6.81%

Alan Kevin Quilter (and his family) 5.98%

MAM Funds plc 5.72%

Hargreave Hale 3.38%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

There are no persons to be disclosed in accordance with Schedule 2, Paragraph (H)

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 December

ii) 31 December 2012

iii) 30 September 2013; 30 June 2014; 30 September 2014

EXPECTED ADMISSION DATE:

5 July 2013

NAME AND ADDRESS OF NOMINATED ADVISER:

Numis Securities Limited

10 Paternoster Square

EC4M 7LT

NAME AND ADDRESS OF BROKER:

Numis Securities Limited

10 Paternoster Square

EC4M 7LT

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.rqih.com

DATE OF NOTIFICATION:

7 June 2013

NEW/ UPDATE:

NEW

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

AIM

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

20 December 2007

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Confirmed

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.rqih.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The Group aims to:

·; grow its cash profit stream from the fee and commission income from its service and underwriting management divisions and underwriting profits to support its strong cash distribution commitment to shareholders; and

·; continue the realisation of its insurance investments for reinvestment in new insurance related assets.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

There has been no significant change in the Group's financial or trading position since the end of the financial period ended 31 December 2012, except for the £25m fundraise announced on 25 April 2013 of 20,833,333 shares (representing c. 42% of the Company's existing ISC) at a placing price of 120 pence per share. £24.1m net of costs was raised.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to New R&Q or the Group will be insufficient for at least 12 months from the date of Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

NA

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

The Company has arranged for Computershare Investor Services PLC to issue Depositary Interests in respect of the underlying New R&Q Shares. With effect from admission, CREST members will be able to hold and transfer interests in New R&Q Shares within CREST, pursuant to these Depositary Interest arrangements.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.rqih.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Appendix to AIM Schedule 1 Document which can be found at http://www.rqih.com/investors/rule-26/constitutional-documents/

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

http://www.rqih.com/investors/financial/

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

IFG Trust Company (Channel Islands) Limited holds 393,338 ordinary shares as trustee of the Randall & Quilter Investment Holdings Plc Employee Benefit Trust. IFG Trust (Channel Islands) Limited has waived voting rights in respect of these shares. These 393,338 ordinary shares are consequently deemed to be held as treasury shares.