Update

27th February 2015/0 Comments/in , /by

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

Quindell Plc (AIM: QPP.L) announces an update on the independent review of the Group’s main accounting policies and expectations as to cash generation into 2015 being undertaken by PwC (“Independent Review”) and certain strategic decisions.

The Board has now considered an update from PwC and one from the consultants, Richard Rose and Jim Sutcliffe (the Company’s prospective Chairman and Executive Deputy Chairman) (“Consultants”) who are assisting the Board. The updates covered, inter alia, ongoing strategy, the outlook for the business and appropriate revenue recognition policies. As a result, the Company confirms that:

• The Independent Review is ongoing and has taken longer than originally anticipated given the high level of corporate activity of the Group. Advice in relation to the Company’s main accounting policies (in particular revenue recognition in the Professional Services Division) is being further considered and no conclusions have been reached. The Board now expects that the Independent Review will be completed in the next few weeks and shareholders will be updated as appropriate as to its findings;

• The Board has concluded that going forward, the Company will have two operating divisions: the Professional Services Division and the Technology Division (comprising insurance software, telematics and telecoms businesses). There are, therefore, several businesses and assets that are non-core and the Board will take appropriate action to deliver shareholder value from those assets; and

• The Consultants have noted the quality of people, operations and prospects of the Professional Services Division. The Board and the Consultants believe, however, that it is in shareholders’ interest to continue to explore the potential disposal of this division to Slater & Gordon Limited and the Company is continuing discussions as announced on 23 February 2015. There can be no certainty that these discussions will lead to an offer for, or the disposal of, the Professional Services Division.

Further announcements will be made, as appropriate, in due course.

Update regarding discussions with Slater & Gordon

23rd February 2015/0 Comments/in , /by

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

Further to its announcement of 22 January 2015, Quindell Plc (AIM: QPP.L) notes the further press speculation and announces that it has extended Slater & Gordon Limited’s (“SGH”) exclusivity period relating to the possible disposal of the professional services division (“PSD”) of the Group to 31 March 2015. Discussions are progressing with SGH and the indicative terms being discussed would imply a significant premium to the Company’s market capitalisation at the close of trading on 20 February 2015. There can be no certainty that these discussions will lead to an offer for, or the disposal of, the PSD. Further announcements will be made, as appropriate, in due course.

Quindell Wins Celent XCelent Award for Claims Administration

19th February 2015/0 Comments/in , /by

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

Celent report recognises Quindell ICE Claims™ with top honour for Technology

Quindell Plc (AIM: QPP.L) today announced that it has been named the winner of the XCelent Technology Award in Celent’s Claims Systems Vendors: EMEA P&C Insurance 2015 report. Quindell’s ICE Claims™ solution is recognised as the top Technology solution out of 16 vendors within Europe.

The XCelent Technology Award for the best solution in the “Advanced Technology” category is based on several criteria, including the underlying architecture; configurability of the solution; methods to extend or modify the data model; methods of testing changes; the approach to versioning, and how this influences the development, deployment and rollback of change; methods for reuse of definitions and rules; and reference comments.

“Quindell offers a very strong claims solution utilising an innovative front end that will drive user satisfaction and efficiency amongst its customers,” said Craig Beattie, Senior Research Analyst with Celent’s Insurance practice and author of the report. “Quindell’s solution is well featured and referees particularly valued the flexibility and control built into the solution.”

“Celent expects to see Quindell build on their current momentum with greater growth in the next two years across a diverse set of lines of business, leveraging the capabilities in what is a very flexible and efficient insurance claims solution.”

“We are delighted to receive this recognition from Celent” said Mick Sargeant, Chief Executive Officer, at Quindell Enterprise Technology Solutions. “We believe our ICE product set, including ICE Claims, is a game changer for the industry, given the user configurability and breadth of functionality. We work closely with our customer community to ensure their businesses maximise the benefits available from the ICE product set.”

Notification of Major Interest in Shares

18th February 2015/0 Comments/in , /by
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

Morgan Stanley
(Institutional Securities Group and Global Wealth Management)
4. Full name of shareholder(s) (if different from 3.):iv

Morgan Stanley & Co. International plc
5. Date of the transaction and date on which the threshold is crossed or reached:v 16/02/2015
6. Date on which issuer notified: 18/02/2015
7. Threshold(s) that is/are crossed or reached: vi, vii 5%, 4%, 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 21,942,446 21,942,446 Below 3%  Below 3%    Below 3%  
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
Below 3% Below 3%
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:  
11. Number of voting rights proxy holder will cease to hold:  
12. Date on which proxy holder will cease to hold voting rights:  
13. Additional information:  
14. Contact name: Hamish Bell
15. Contact telephone number: 0207 425 5423

Notification of Major Interest in Shares

16th February 2015/0 Comments/in , /by
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 Morgan Stanley
(Institutional Securities Group and Global Wealth Management)
4. Full name of shareholder(s) (if different from 3.):iv

Morgan Stanley & Co. International plc
5. Date of the transaction and date on which the threshold is crossed or reached:v 12/02/2015
6. Date on which issuer notified: 16/02/2015
7. Threshold(s) that is/are crossed or reached: vi, vii 3%, 4%, 5%
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
Indirect Directxi Indirectxii Direct Indirect
GB00BMTS9H89 Below 3% Below 3% 21,942,446  21,942,446  5.03%
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
21,942,446 5.03%
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:xxi
Morgan Stanley & Co. International plc, 25 Cabot Square, Canary Wharf, London E14 4QA is a direct holder of 21,593,707 voting rights (4.95%) and is a subsidiary of Morgan Stanley Investments (UK)

Morgan Stanley Investments (UK), 20 Bank Street, Canary Wharf, London E14 4AD is an indirect holder of 21,593,707 voting rights (4.95%) and is a subsidiary of Morgan Stanley UK Group

Morgan Stanley UK Group, 25 Cabot Square, Canary Wharf, London E14 4QA is an indirect holder of 21,593,707 voting rights (4.95%) and is a subsidiary of Morgan Stanley Group (Europe)

Morgan Stanley Group (Europe), 20 Bank Street, Canary Wharf, London E14 4AD is an indirect holder of 21,593,707 voting rights (4.95%) and is a subsidiary of Morgan Stanley International Limited

Morgan Stanley International Limited, 25 Cabot Square, Canary Wharf, London E14 4QA is an indirect holder of 21,593,707 voting rights (4.95%) and is a subsidiary of Morgan Stanley International Holdings Inc.

Morgan Stanley International Holdings Inc., The Corporation Trust Company, Corporation Trust Centre, 1209 Orange Street, Wilmington, Delaware DE19801, USA is an indirect holder of 21,593,707 voting rights (4.95%) and is a subsidiary of Morgan Stanley. 
Proxy Voting:
10. Name of the proxy holder:  
11. Number of voting rights proxy holder will cease to hold:  
12. Date on which proxy holder will cease to hold voting rights:  
13. Additional information:  
14. Contact name: Craig Horsley
15. Contact telephone number: 0141 245 7736

Notification of Major Interest in Shares

11th February 2015/0 Comments/in , /by
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 YES
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 Toscafund Asset Management LLP
4. Full name of shareholder(s) (if different from 3.):iv

Tosca Mid Cap
Tosca Opportunity
5. Date of the transaction and date on which the threshold is crossed or reached:v 10/02/2015
6. Date on which issuer notified: 11/02/2015
7. Threshold(s) that is/are crossed or reached: vi, vii 5%
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
Indirect Directxi Indirectxii Direct Indirect
GB00BMTS9H89 23,562,908 23,562,908 21,385,903  0 21,385,903  0 4.9%
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
21,385,903 4.9%
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:  
11. Number of voting rights proxy holder will cease to hold:  
12. Date on which proxy holder will cease to hold voting rights:  
13. Additional information:  
14. Contact name: Robert Lord
15. Contact telephone number: 020 7845 6100

Press Speculation

2nd February 2015/0 Comments/in , /by

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

Quindell Plc (AIM: QPP.L) announces that, contrary to speculation, the exclusivity arrangements with Slater & Gordon Limited in respect of the possible disposal of an operating division of the Group (“Exclusivity”) continue and discussions are on-going.

There can be no certainty that these discussions will lead to an offer for, or the disposal of, an operating division of the Group. The Company will make an announcement if the Exclusivity terminates in the future.

Press Speculation

22nd January 2015/0 Comments/in , /by

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

On 2 January 2015, Quindell Plc (AIM: QPP.L) announced it had entered into exclusivity arrangements in respect of the possible disposal of an operating division of the Group. The Company notes the speculation concerning the identity of the third party and can confirm that Slater & Gordon Limited (“S&G”) is the party referred to in previous announcements.

There can be no certainty that these discussions will lead to an offer for, or the disposal of, an operating division of the Group.

Grant of Options

12th January 2015/0 Comments/in , /by

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

Quindell Plc (AIM: QPP.L), announces that as part of remuneration and incentivisation arrangements relating to the appointment of Richard Rose and Jim Sutcliffe, the Company has granted a total of 19,640,115 share options to subscribe for new ordinary shares of 15p each in the Company (“Shares”) to Richard Rose and Jim Sutcliffe:

Name Prospective Position No. of options granted
Richard Rose Non-executive Chairman 8,728,940
Jim Sutcliffe Strategy Director and Deputy Chairman 10,911,175

These options have the following key terms:

Vesting: 60 per cent. of the granted options shall vest on 15 July 2015. The remaining 40 per cent. shall vest in six equal tranches on each of 15 August 2015, 15 September 2015, 15 October 2015, 15 November 2015, 15 December 2015 and 15 January 2016; and  Exercise price: 40 per cent. of each individual granted options (and subject to vesting) shall have an exercise price of 68.65p (being the average middle market quotation of a Share for the last 5 dealing days); 20 per cent. of the granted options (and subject to vesting) shall have an exercise price of £1.00; 13.333 per cent. of the granted options (and subject to vesting) shall have an exercise price of £1.70; 13.333  per cent. of the granted options (and subject to vesting) shall have an exercise price of £ and the remainder (being 13.334 per cent.) of granted options (and subject to vesting) shall have an exercise price of £3.40.

In addition, a total of 11,625,000 share options to subscribe for Shares have today been granted as follows:

Name Position No of options granted Total no. of options now held
Robert Fielding Group CEO 6,000,000 6,625,000
Robert Thomson CEO EMEA 2,812,500 3,437,500
Tim Scurry CEO North America 2,812,500 3,229,166

These options shall vest as to one third on each anniversary of the grant and are subject to the Rules of the 2012 Quindell plc Unapproved Option Scheme and have an exercise price of 68.65p (being the average middle market quotation of a Share for the last 5 dealing days).

Once vested, all options are normally exercisable for a period of up to ten years from grant.

Following the grant of all of these options, an aggregate of 56,482,736 options will be in existence representing 12.9 per cent. of the issued share capital of the Company.

Update and Board Appointments

12th January 2015/0 Comments/in , /by

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

Quindell Plc (AIM: QPP.L), provides an update on, inter alia, the year end position of the Group and the search for a permanent Chairman and Board appointments.

Board appointments

The Company announces that, subject to Solicitors Regulation Authority approval and completion of appointment formalities, Richard Rose will join the Board as non-executive Chairman and Jim Sutcliffe will join as Strategy Director and Deputy Chairman.

Pending such regulatory approval regarding their appointment to the Board, both Richard Rose and Jim Sutcliffe will be employed by the Group to build upon the progress already made and to assist the Board, inter alia, in the development of the Group’s accounting policies (in conjunction with PwC and the Company’s auditors, KPMG), the formulation of the Group’s future strategy, and the delivery of the optimal capital structure for the Group.

Upon Richard Rose’s appointment to the Board, David Currie will step down from his position as interim non-executive Chairman and his role will revert to non-executive director.

To supplement the work of Richard Rose and Jim Sutcliffe, the Board has today entered into an agreement to receive consultancy services from BaxterBruce Limited (“BaxterBruce”), a consultancy firm of which Jim Sutcliffe is a Director. In addition to Jim Sutcliffe and Richard Rose, BaxterBruce will utilise its associates MarisaCassoni and John Tomlins for this engagement with the Company.

As part of the remuneration and incentive package agreed with Richard Rose and Jim Sutcliffe, it is the intention of the Board to grant to them options over the Company’s Ordinary Shares of 15p each (“Shares”). Richard Rose will receive options over approximately 8.73m Shares and Jim Sutcliffe will receive options over approximately 10.9m Shares. It is the intention of the Board that these options will be granted with exercise prices from 68.65p (being the average middle market quotation of a Share for the last 5 dealing days) up to £3.40 and vesting will occur at intervals spread over the next 12 months. Further details will be included in the announcement made when such options are granted.

Trading update

Trading in the Group’s business remains robust in both Professional Services and Digital Solutions with management satisfied with case volumes, case settlements and digital solutions revenues. The Group’s revenue and earnings are subject to the Independent Review of accounting policies and guidance will be given by the Board following conclusion of the Review.

Operating cash inflow for H2 2014 (before exceptional items but including initiatives that concluded in the period) was approximately £13 million. Cash generation remains a key focus of the Group and initiatives to improve the working capital profile of the Group continue to be pursued. The Board remains comfortable with the Group’s overall cash position and, taking into account the Group’s cash reserves and continued access to its three credit facilities, believes that the Group’s resources are sufficient to deliver on management’s current plans. As at 31 December 2014, the Group had gross cash of approximately £69 million and drawn banking facilities of approximately £52 million.

Corporate matters

As announced on 2 January 2015, the Company has entered into an exclusivity arrangement with a third party in respect of the possible disposal of an operating division of the Group. The Company remains engaged with this party and is also in early discussions with a range of parties interested in exploring possible transactions with the Group relating to a number of its operating businesses but there can be no certainty that any of these discussions will lead to the disposal of any of the Group’s assets.

Independent Review

The Independent Review is ongoing and shareholders will be updated as appropriate. The Board’s current expectation is that the review will be completed by the end of February.

Commenting on the appointments, David Currie, interim non-Executive Chairman, said: “I am pleased that such a high calibre group of professionals will be helping the Board at this time and that Richard and Jim are expected to join the Board in due course. Richard, Jim, Marisa and John have extensive public company, accounting and sector knowledge and I look forward to working with them and the existing management in completing the Independent Review, acting on its conclusions and in formulating our Group strategy.”

Robert Fielding, Group Chief Executive, said: “We welcome Richard and Jim to the team; both bring a wealth of experience which will assist the business as we move in to our next phase of development.”

Information required under paragraph (g) of Schedule 2 of the AIM Rules will be made following final regulatory approval and at the time of the formal appointment of Messrs. Rose and Sutcliffe.

Background information

Richard Rose has extensive public company experience and is currently Chairman of AO World plc, Crawshaw Group plc, Booker Group plc and Anpario Group plc. Richard’s previous roles include that of Executive Chairman of Helphire plc, the listed credit hire and legal services / injury claims business (now Redde plc).

Jim Sutcliffe has considerable experience in the financial and professional services sector. He is currently Chairman of Sun Life Financial, Canada, Senior Independent Director of Lonmin plc and a non-executive director of Liberty Holdings, South Africa. He is also a non-executive director and Chairman, Codes and Standards Committee of Financial Reporting Council. Previously, Jim has held the position of Chief Executive Officer of Old Mutual PLC and Chief Executive Officer of Prudential UK.

Marisa Cassoni is an experienced Finance Director and currently non-executive director of The People’s Operator plc, GFI Group Inc, Skipton Building Society and AO World plc. Previously Marisa was the Finance Director of the John Lewis Partnership and prior to that was the Group Finance Director of Royal Mail plc.

John Tomlins has spent his entire career working in the IT and financial services sectors, is chairman of a large provider of Wealth Management systems and administration and is a non-executive director of A J Bell Holdings Limited.