Result of AGM

Quindell Plc
(“Quindell”, the “Company” or the “Group”)

Result of AGM

Quindell Plc (AIM: QPP.L) announces that all resolutions at its Annual General Meeting, held earlier today, were duly passed.

TR-1: Notification of major interest in shares

TR-1: Notification of major interest in sharesi
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:ii Quindell Plc
2. Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached  
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments  
An event changing the breakdown of voting rights  
Other (please specify):  
3. Full name of person(s) subject to the notification obligation:iii

BEACH POINT CAPITAL MANAGEMENT LP

4. Full name of shareholder(s) (if different from 3.):iv
5. Date of the transaction and date on which the threshold is crossed or reached:v 21/08/2015
6. Date on which issuer notified: 24/08/2015
7. Threshold(s) that is/are crossed or reached: vi, vii 3%
8. Notified details:
A: Voting rights attached to sharesviii, ix

Class/type of shares

if possible using the ISIN CODE

Situation previous to the triggering transaction Resulting situation after the triggering transaction
Number of Shares Number of Voting Rights Number of shares Number of voting rights % of voting rights x
Direct Directxi Indirectxii Direct Indirect
GB00BMTS9H89 13,561,007 13,561,007 14,240,735 14,240,735   320  
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument Expiration date xiii Exercise/Conversion Period xiv Number of voting rights that may be acquired if the instrument is exercised/ converted. % of voting rights
         
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial instrument Exercise price Expiration datexvii Exercise/Conversion periodxviii Number of voting rights instrument refers to % of voting rightsxix, xx
          Nominal Delta
   
Total (A+B+C)
Number of voting rights Percentage of voting rights
14,240,735 320
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
 
Proxy Voting:
10. Name of the proxy holder: n/a
11. Number of voting rights proxy holder will cease to hold: n/a
12. Date on which proxy holder will cease to hold voting rights: n/a
13. Additional information:  
14. Contact name: Khoa D. Le
15. Contact telephone number: +001 310 996 9657

Regulatory update

Quindell Plc
(“Quindell”, the “Company” or the “Group”)

Regulatory update

Quindell Plc (AIM: QPP.L) announces that it has been informed by the Financial Conduct Authority (“FCA”) that, in light of the investigation by the SFO into past business and accounting practices at the Company, the FCA has decided to discontinue its own investigation with immediate effect.

Board appointment/Change of Nominated Adviser

Quindell Plc
(“Quindell”, the “Company” or the “Group”)

Appointment of experienced technology executive as new Group Chief Executive Officer
Appointment of Nominated Adviser and Broker

The Board of Quindell (AIM: QPP.L) is delighted to announce the appointment of its new Group Chief Executive, Indro Mukerjee, who will join the Board on 7 September 2015. Indro brings strong experience from Board level leadership positions in multinational, start-up and private equity backed technology and industrial companies.

Commenting on this appointment, Richard Rose, Non-executive Chairman said:

“We are delighted to have recruited Indro, who was the outstanding candidate for the role in terms of his experience, his personality and his leadership skills. He has a proven track record of creating value through developing and implementing strategies based on matching compelling value propositions to growing markets. His experience includes roles in complex environments, often involving fast moving technologies. We are excited to welcome him to the Company.”

Indro Mukerjee is non-executive Chairman of FlexEnable Limited (“FlexEnable”), a leader in flexible electronics technologies. FlexEnable was launched following the strategic transformation of Plastic Logic which Indro led in the role of CEO. He was previously Chairman and CEO of C-MAC MicroTechnology, a private equity backed LBO from which three market-leading companies were created to serve vertical markets (Automotive, Aerospace/Defence, Communications). These companies were developed under Indro’s leadership and subsequently sold.

Indro previously worked for Philips Semiconductors BV in several executive board positions, including Executive Vice President – Global Marketing & Sales and Chief Marketing Officer and latterly global CEO of the strategic Automotive and RF Identification Business Units.

His earlier career included his role as Commercial Director at VideoLogic Limited, as part of the leadership team that took the company through an IPO, as well as senior management positions within Hitachi’s European semiconductor division.

Indro has a passion for the development of skills to enhance the competitiveness of the UK in technology, is the founding Chairman of the UK Electronics Skills Foundation and sits on the Board of the Sector Skills Council for UK science, engineering & manufacturing technologies, where he chairs the investment committee. Indro has a degree in engineering science from Oxford University, is a graduate of the Wharton Advanced Management Program and speaks several European languages.

Indro Mukerjee said:

“I’m of course aware of the challenges the Company has been facing and respect the Chairman, Board and rest of the team for the way that they have been identifying the issues of the past, and dealing with them resolutely and rapidly. At the heart of the Company are some excellent people and great technologies. My immediate priority will be to identify how to drive the development of both to serve our customers and create value for our shareholders”.

Appointment of Nominated Adviser and Broker

Quindell is pleased to announce the appointment of Peel Hunt LLP as the Company’s Nominated Adviser and Broker with immediate effect.

Additional information:

Indro Mario Mukerjee is aged 54, and British. He is currently Non-executive Chairman of FlexEnable Limited, a director of the Science, Engineering & Manufacturing Technologies Alliance and Chairman of the UK Electronics Skills Foundation. His previous directorships over the last 5 years are: Plastic Logic Holding plc, FlexEnable Limited, C-Mac UK Holding Limited, C-Mac Microcircuits UK Opco Limited, C-Mac Microcircuits North America Limited, C-Mac Microcircuits UK Holding Limited, C-Mac Automotive Limited, Api Microelectronics Limited, Rf2m Limited

There is no further information required to be disclosed pursuant to Schedule 2 (g) of the AIM Rules for Companies.

Regulatory Update

Quindell Plc
(“Quindell” or the “Company” or the “Group”)

Quindell Plc (AIM: QPP.L) announces that this afternoon, the Serious Fraud Office informed the Company that it had opened an investigation, which the Company understands relates to past business and accounting practices at the Company. The Company will continue to cooperate with all relevant regulatory and law enforcement authorities.

In addition, the Company notes the announcement made by the Financial Reporting Council earlier today and welcomes its statement that, in light of the positive actions taken by the Directors in correcting the identified errors, amending accounting policies and providing their undertakings, the Committee is closing its review of the 2011 and 2012 report and accounts.

Results and publication of Report and Accounts for the year ended 31 December 2014

Quindell Plc
(“Quindell” or the “Company” or the “Group”)

Current trading and outlook and information on business units

Corrections and clarifications to previous disclosures

The Company announces

  • in Part 1: the Group’s results for the year ended 31 December 2014. A full version of the Report and Accounts for the year ended 31 December 2014 is available at http://www.quindell.com/investors/results-presentations/;
  • in Part 2: information on current trading, outlook and information on the ongoing business units; and
  • in Part 3: Corrections, additional information and clarifications to historic regulatory and other announcements.

Shareholders should consider all of the information set out in this announcement prior to making any investment decision in relation to the Company and should note that only the Financial Statement section set out in Part 1 has been audited by the Company’s auditor.

The Company has requested that its shares be restored to trading and expects the suspension to be lifted at 7.30am on 6 August 2015 and for trading to resume at 8.00am on that day.

For further information:

Quindell Plc
Tel: 01489 864 200

Richard Rose, Non-executive Chairman

Mark Williams, Finance Director

Stephen Joseph, Head of Investor Relations

Tulchan Communications
Tel: 020 7353 4200

Tom Buchanan

Victoria Huxster

Cenkos Securities plc, Nominated Adviser & broker
Tel: 020 7397 8900

Stephen Keys

Mark Connelly

Please click the button below to download the Final Results Announcement for the year ended 31 December 2014:

Download

Please click the button below to download the Annual Report for the year ended 31 December 2014:

Download

Statement re. temporary suspension and update

Quindell Plc
(“Quindell” or the “Company” or the “Group”)

On 24 June 2015, Quindell Plc (AIM: QPP.L) announced that it had requested for its shares to be temporarily suspended. The Company announces today that whilst the work in preparing its audited report and accounts for the year ended 31 December 2014 (“Accounts”) is in its final stages, due to the complexity of this process, they will now not be published by 30 June 2015.

The Company is working through the outstanding points and will publish the Accounts as soon as possible. The Accounts will be posted to shareholders along with details of the Annual General Meeting, the timing of which is dependent on the publication of the Accounts. Further statements will be made in due course.

The Company’s shares will continue to be suspended until the publication of the Accounts.

Statement re. temporary suspension and update

Quindell Plc
(“Quindell” or the “Company” or the “Group”)

Further to the announcement on 29 May 2015 in respect of the completion of the disposal of the Group’s Professional Services Division (“PSD”) and confirmation that PricewaterhouseCoopers LLP’s (“PwC”) review of, inter alia, certain Group accounting policies was complete, the Company has been progressing its own review and the audit of the Group’s 2014 financial statements. The Company also confirmed that it had identified that certain of the accounting policies historically adopted by the Company, in respect of recognising revenue and deferring case acquisition costs in a number of the Group’s disposed of businesses, were largely acceptable but were at the aggressive end of acceptable practice. PwC also identified that certain policies were not appropriate, principally those relating to the noise induced hearing loss cases revenue and related balances that became significant during 2014.

As the PSD will be treated as a “discontinued operation” in the 2014 financial statements (and subsequent periods), the changes to the Group’s accounting policies are largely of historical interest only. Nevertheless, the changes will be to adopt a more conservative and appropriate approach to the recognition of revenues and profits in the PSD. The impact of these changes will materially impact previously reported results for the year ended 31 December 2013 and the six months ended 30 June 2014.

The Board has also commenced a review, along with its auditors, of a number of the Company’s historic transactions and acquisitions. This work is on-going but the Company expects that it will shortly be in a position to announce additional information in relation to these transactions and acquisitions with a view to ensuring that more complete information is available in respect of the historical position; to ensure that any related party transactions are fully disclosed; and make associated corrections. These matters are largely non-cash items and the Board will make clear the outcome of this work and will provide further information in the Company’s report and accounts for FY 2014.

Pending finalisation of the audit of the Group’s 2014 financial statements and quantification of the adjustments to be made and the subsequent publication of the 2014 audited financial statements, the Company has requested the temporary suspension of trading in its shares from AIM and expects trading to resume as soon as practicable and no later than publication of the Group’s 2014 financial statements.

Separately, the Company also announces that on 23 June 2015, the Financial Conduct Authority informed the Company that it has commenced an investigation under the Financial Services and Markets Act 2000 in relation to public statements made regarding the financial accounts of the Company during 2013 and 2014. The Company will co-operate fully with the investigation.

Completion of the disposal of the Professional Services Division

Quindell Plc
(“Quindell”, the “Company” or the “Group”)

Completion of the disposal of the Professional Services Division
Board Appointments
Completion of the Independent Review and other matters

On 30 March 2015, Quindell (AIM: QPP.L) announced the proposed sale of its Professional Services Division to Slater and Gordon Limited (“Slater and Gordon”) for an initial cash consideration of £637 million and further contingent cash consideration and certain Board changes that would follow completion of that disposal (“Completion”). Following approval from shareholders, the Solicitors Regulation Authority and the Financial Conduct Authority, Completion has now occurred.

Board Appointments and Resignations

The Company announces the Non-executive Directors that will today join the Board to be chaired by Richard Rose, Non-executive Chairman. The Right Honourable Lord Howard of Lympne, CH, QC will join the Board as Senior Non-executive Director. In addition, David Young and Tony Illsley will join the Board as Non-executive Directors and will chair the Company’s Audit Committee and Remuneration Committee respectively.

Richard Rose: Mr Rose is Non-Executive Chairman of AO World plc, Booker Group plc, Crawshaw plc, Anpario plc and Blue Inc Limited. Previously, he has held a number of positions in organisations such as AC Electrical Wholesale, where he was Chairman from 2003 to 2006 and Whittard of Chelsea plc, where he was Chief Executive Officer and then Executive Chairman from 2004 to 2006.

The Right Honourable Lord Howard of Lympne, CH, QC: Lord Howard is the former leader of the Conservative Party, a distinguished lawyer and served as a Member of Parliament for 27 years. He filled many government posts, including Home Secretary, Secretary of State for Employment and Secretary of State for the Environment, as well as Shadow Foreign Secretary and Shadow Chancellor. After his retirement from the House of Commons at the 2010 General Election, Lord Howard was created a Life Peer. He was created a Companion of Honour in the Queen’s Birthday Honours List, 2011. Lord Howard is the Non-executive Chairman of Entrée Gold Inc. and the Non-executive Chairman of Soma Oil & Gas Holdings Limited.

Tony Illsley: Mr Illsley has held a variety of senior business positions including Chief Executive of Telewest Communications PLC, President of Pepsi Cola Asia Pacific and Senior Independent Non-Executive Director of easyJet PLC. He is currently Senior Non-executive Director of KCOM plc, and is a Non-Executive Director of Camelot Global Services Limited and Camelot UK Lotteries Limited.

David Young: Mr Young qualified as an accountant with Arthur Andersen before joining Morgan Grenfell as an Investment Banker specialising in Mergers & Acquisitions. In 1994, he joined listed insurance broker Bradstock Group PLC, initially as Finance Director before becoming Chief Operating Officer and, ultimately, Chief Executive. On leaving, Mr Young joined Barchester Group, a strategic and advisory business aimed at technology businesses. Mr Young has held numerous non-executive positions and audit committee chairs with insurance and financial services businesses including Partnership Assurance Group plc, the British Gas Insurance group, the Key Retirement Group and is a consultant to Independent Audit Limited.

In addition, as announced on 14 April 2015, Mark Williams has joined the Board with immediate effect as Group Finance Director. Disclosures under Schedule 2(g) of the AIM Rules for Companies are set out below.

As previously announced, Laurence Moorse, Robert Bright, Robert Burrow and Vice Admiral Robert Cooling will today resign from the Board. David Currie will remain on the Board but will step down today as Non-executive Interim Chairman to become a Non-executive Director.

Robert Fielding, Group Chief Executive, has transferred to Slater and Gordon as part of the sale of the Professional Services Division and, accordingly, has resigned from the Board. The Company has commenced an external and internal search process to identify a suitable candidate for the Group Chief Executive Officer role and is making good progress in that search.

Independent Review

On 8 December 2014, the Company announced that PricewaterhouseCoopers LLP (“PwC”) was being engaged to carry out an independent review into, inter alia, certain Group accounting policies and expectations as to cash generation into 2015.

PwC’s review is now complete and as previously detailed on 30 March 2015, it has identified that certain of the accounting policies historically adopted by the Company, in respect of recognising revenue and deferring case acquisition costs in a number of the Group’s disposed of businesses, were largely acceptable but were at the aggressive end of acceptable practice. PwC also identified that some policies were not appropriate, principally the noise induced hearing loss cases revenue and related balances that became significant during 2014.

Having undertaken its own review and considered the findings of PwC, the Company has concluded that it will adopt a more conservative approach to accounting for revenue and profit in respect of the now disposed of Professional Services Division. The Company will provide a definitive view of the historical results on a more conservative approach and the changes will result in a reduction of revenue and profit. The Company is in discussions with its auditors as to the financial effect on its historical results, and the conclusions of such discussions will be included in the audited results for the year ended 31 December 2014 which are expected to be published prior to the end of June 2015.

Return of capital

As previously announced, the Company proposes to use the majority of the proceeds of the disposal to fund a substantial return of capital to its shareholders. The cash proceeds of the disposal will be kept on deposit and managed prudently until a distribution is effected.

It will be necessary for the Company to undertake a reduction of capital as the most appropriate means of returning the proceeds of the disposal to shareholders. The Company’s results for the period ending 30 June 2015 will be subject to audit review in advance of the reduction of capital. Consequently, the Board expects the reduction of capital and initial return of capital (which the Company will endeavour to structure in a tax efficient manner) to be made to shareholders before the end of November 2015.

As detailed in the Circular dated 30 March 2015, the Company has agreed to the placement of £50 million of the initial consideration into an escrow account for a period of up to eighteen months in respect of the customary warranties given to Slater and Gordon in the Sale and Purchase Agreement. In addition, Quindell’s third party debt has been settled as at Completion.

The precise amount of any distribution to shareholders has not yet been determined but the Directors expect that, in aggregate, the initial tranche will be at least £1 per share and up to a maximum of £500 million in total. The distribution will be payable to shareholders at that time and the relevant record date will be published in advance of the capital return.

Commenting on the Board appointments, Richard Rose, Non-executive Chairman, said: “This announcement represents a significant milestone in the transformation of Quindell. We are pleased to be able to put in place a Board with the skills necessary to guide Quindell as it begins life as a very different Company.”

David Currie, outgoing Interim Non-executive Chairman said: “I’d like to take this opportunity to thank the entire team both within the Professional Services Division and the rest of the Group, ably led by Robert Fielding, for reaching this outcome. This is a watershed moment for the Company and we wish Robert and all our colleagues moving to Slater and Gordon well as they begin their careers with their new employer. At Quindell, we look to the future with great confidence and excitement.”

Schedule 2 (g) of the AIM Rules for Companies Details

Richard Sidney Rose (58)

Current Historic (past 5 years)
Anpario Plc AO Retail Limited
Booker Group Plc Electro Switch Limited
Crawshaw Group Plc Move With Us Limited
Agil Limited Redde Plc
Crawshaw Holdings Limited 4Children
Crawshaw Butchers Limited 4Children (Trading) Limited
AO World Plc 4Children (Direct) Limited
AO Smile Foundation
Marlow Retail Limited
DRL Limited
Blue Inc Limited

Mr Rose was a previously a director of Select (Retail) Limited which, following his resignation, underwent a Creditors’ Voluntary Liquidation in 2009.

There is no further information required to be disclosed in respect of Mr Rose pursuant to Schedule 2 (g) of the AIM Rules for Companies.

Rt. Honourable Lord Michael Howard of Lympne (73)

Current Historic (past 5 years)
Soma Oil & Gas Holdings Limited Northern Racing Limited
Soma Oil & Gas Exploration Limited Contosoft Limited
Soma Management Limited Global Switch Limited
Entrée Gold, Inc Redde plc
Hospice UK Arena Racing Corporation Limited
Luup IP Limited
Luup Limited
Arena Leisure Limited
Orco Exploration, Inc

There is no further information required to be disclosed in respect of Lord Howard pursuant to Schedule 2 (g) of the AIM Rules for Companies.

Anthony Kim Illsley (57)

Current Historic (past 5 years)
Camelot UK Lotteries Limited Plastic Logic Holding PLC
Camelot Global Services Limited Datalase Limited
KCOM Group PLC Northern Foods PLC
Sepura plc

Mr Illsley was previously a director of Aggregator Limited which, following his resignation, underwent a Creditors’ Voluntary Liquidation in 2008.

There is no further information required to be disclosed in respect of Mr Illsley pursuant to Schedule 2 (g) of the AIM Rules for Companies.

Mark Pritchard Williams (50)

Current Historic (past 5 years)
None Cofunds Nominees Limited
Cofunds Leasing Limited
Cofunds Limited
Minster Nominees Limited
Dorset Nominees Limited

There is no further information required to be disclosed in respect of Mr Williams in pursuant to Schedule 2 (g) of the AIM Rules for Companies.

David Thomas McAree Young (53)

Current Historic (past 5 years)
British Gas Services Limited Partnership Assurance Group Plc
British Gas Insurance Limited Partnership Life Assurance Company Limited
Key Group Topco Limited Partnership Holdings Limited
McAree Brothers Limited Partnership Home Loans Limited
Maisemore Consultants Limited Partnership Services Limited
McAree Holdings Limited BVCA Insurance Services Limited
Barchester Films Limited The Insurance Market Consultancy Group Limited
Barchester Partners LLP FIL Retire Direct Limited
Audit Review Limited Annuity Direct Limited
IMCG Group Limited

Mr Young was a director of Bradstock Financial Services Limited, which was placed into liquidation in August 1999, 2 months after Mr Young retired as a director following the withdrawal of financial support by its parent.

There is no further information required to be disclosed in respect of Mr Young pursuant to Schedule 2 (g) of the AIM Rules for Companies.

Disposal Update

Quindell Plc
(“Quindell”, the “Company” or the “Group”)

On 30 March 2015, the Company announced that it had entered into a conditional sale and purchase agreement to dispose of its Professional Services Division to Slater and Gordon Limited (“Disposal”) subject to certain conditions.

The Board is pleased to announce that the approval of the Financial Conduct Authority has been granted and the Disposal is now unconditional. Completion will take place in due course and a further announcement will be made by the Company upon Completion.