Scheme of Arrangement becomes effective

5 July 2013

RANDALL & QUILTER INVESTMENT HOLDINGS PLC

("Randall & Quilter")

Scheme of Arrangement becomes effective

As announced on 3 July 2013, the High Court of England and Wales approved the scheme of arrangement between Randall & Quilter Investment Holdings plc ("Old R&Q") and its members under sections 895 to 899 of the Companies Act 2006 (the "Scheme") at the Scheme Sanction Hearing.

Old R&Q and New R&Q (which has adopted the name Randall & Quilter Investment Holdings Ltd.) announce that the Scheme has become effective today.

Pursuant to the Scheme, 70,966,335 Old R&Q Shares have been cancelled, and trading of such shares on AIM will cease at 8.00 a.m. (BST) today. Scheme Shareholders have received one New R&Q Share of 2 pence each for every one Old R&Q Share held by them at 6.00 p.m. (BST) on 4 July 2013. New R&Q announces the admission of such New R&Q Shares to trading on AIM, and the commencement of dealing in such New R&Q Shares, at 8:00 a.m. (BST) today.

The ticker for New R&Q shares will be the same as for Old R&Q (AIM:RQIH), while there will be a new ISIN for New R&Q, which is BMG7371X1065, both applicable upon Admission today.

On the Scheme taking effect, Old R&Q has been re-registered as a private company limited by shares and is now wholly owned by New R&Q.

Capitalised terms used but not defined in this announcement have the meaning given to them in the circular despatched to shareholders of Old R&Q on 17 May 2013

Enquiries to:

Notes to Editors:

Since formation, Randall & Quilter has pursued a buy and build strategy to create a comprehensive range of investment activities and services in the global non-life insurance market and is focused on the following three core areas:

·; Insurance Investments;

·; Insurance Services; and

·; Underwriting Management

The Group:

·; has a team of up to 400 insurance professionals based in the UK, USA, Bermuda, and Continental Europe with wide service capability in both the 'live' and 'run-off' market;

·; has a current portfolio of 12 insurance companies in run-off (from the UK, US and Continental Europe) with net assets of c.£91.3m as at 31 December 2012

·; owns a Bermuda Class 3A insurance company which currently supports the Group's four syndicate participations;

·; has launched Syndicate 1991 which commenced underwriting from January 1, 2013 with a Capacity of £77m for 2013, provides 'turnkey' management services to Lloyd's syndicate 1897, manages two RITC ('run-off') syndicates and owns and operates 3 MGA business units; and

·; acquires and manages a portfolio of insurance receivables, with a carrying cost of c.£6.5m as at 31 December 2012.

The Group was founded by Ken Randall, Executive Chairman and Chief Executive, and Alan Quilter, Chief Operating Officer.