Proposed Sale of R&Q’s Program Management business, Accredited, to Onex for $465 million

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[{"type":"text","content":"This announcement contains inside information R&Q Insurance Holdings LtdProposed Sale of R&Q’s Program Management business, Accredited, to Onex for $465 million 20 October 2023On 4th April 2023, R&Q Insurance Holdings Ltd (“R&Q”, the “Company” or the “Group”) announced that it was undertaking a strategic initiative to separate its legacy insurance business (“R&Q Legacy”) and its program management business (“Accredited”). Today R&Q announces that it has entered into a conditional agreement with funds advised by Onex Corporation (the “Purchaser” or “Onex”1) to sell 100% of the equity interest in Randall & Quilter America Holding Inc., the holding company of Accredited (the “Sale”). Closing of the Sale is conditional on R&Q shareholder approval, regulatory approval and customary consents from certain R&Q debt providers.Key sale highlightsProposed Sale of Accredited for an enterprise value of $465m, representing an expected equity value of approximately $438 million.Net cash proceeds from the Sale are expected to be approximately $300 million (“Expected Net Cash Proceeds”).Net cash proceeds available for utilisation immediately on closing are expected to be between approximately $170 million and $210 million (“Available Net Cash Proceeds”).The Available Net Cash Proceeds will be entirely used to facilitate a material de-leveraging of R&Q.The Sale is conditional on the transfer of R&Q’s Chief Executive Officer, William Spiegel, and Chief Financial Officer, Thomas Solomon to Accredited upon closing.Upon closing of the Sale, Group Non-Executive Chairman Jeff Hayman will act as Chairman and Interim Chief Executive Officer of R&Q. The Board will initiate a search to appoint a new Chief Executive Officer of R&Q at the appropriate time.Upon closing of the Sale, Paul Bradbrook, currently Chief Accounting Officer of R&Q, will become Chief Financial Officer of R&Q and a member of the Board of Directors.Background and Board recommendation On 4th April 2023, the Board announced that it had decided to explore a full separation and deconsolidation of Accredited and subsequently ran a sale process to find a suitable partner for its clients and colleagues and to realise full value for R&Q and its shareholders. The sale process commenced in April 2023 with an extensive global...

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