R&Q Insurance Holdings Ltd

Response to Phoenix

30 August 2022

R&Q Insurance Holdings Ltd (AIM: RQIH) ("R&Q" or "the Company"), the leading non-life global specialty insurance company focusing on Program Management and Legacy Insurance businesses, notes the Letter to the Shareholders of R&Q from Phoenix Asset Management Partners Limited ("Phoenix") on 25 August 2022.

The Board of R&Q notes the comments, including a significant number of factual inaccuracies and misrepresentations, made by Phoenix and highlights the Company's announcement "Notice of special general meeting and Board recommendation for shareholders to vote AGAINST the resolutions requisitioned by Phoenix Asset Management Partners Limited", and accompanying Shareholder Circular ("the Circular"), issued 24 August 2022, which directly addressed a number of the comments made in Phoenix's announcement.

The Board reiterates its unanimous support for William, its respect for him, and confidence in the strategy he and his management team are executing. The Board also wishes to highlight the strength of public support AGAINST Phoenix's proposals, with shareholders representing approximately 40% of R&Q's voting rights stating their public support for William and their intentions to vote AGAINST the resolutions proposed by Phoenix. In addition, the Board has also received a significant amount of private support AGAINST the Phoenix resolutions.

Furthermore, while the Phoenix letter is substantially directed towards William, the Company notes that it is the whole Board, including the Independent Directors, that has ultimate responsibility for setting the strategy, corporate actions (including M&A, capital raising and remuneration) and the appointment of the right management team to deliver the strategy. The Board reiterates that it is important to enable the management team to execute the strategy without distraction or disruption.

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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

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.