(“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.
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 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.
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.
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.
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.