Randall & Quilter Investment Holdings Ltd. announced that it has made a request for a written Noteholders' resolution pursuant to Condition 14 of the $70 million senior unsecured floating rate notes due 2028 to consider approval of the Proposal. The Issuer is approaching the Noteholders with a request for certain amendments to the Trust Deed and the Conditions set out therein (the "Proposal"), pursuant to which: the Conditions will be amended such that the Notes qualify as Tier 3 Ancillary Capital for the purposes of the Bermuda Insurance (Group Supervision) Rules 2011; and the previous Additional Indebtedness Limitation Put Event set out in Condition 6(e) has been replaced with new Put Events relating to Senior Debt to Capital and Total Debt to Capital requirements. In addition to the changes the Conditions, Clause 11.4 of the Trust Deed will be amended by the insertion of a new paragraph (iv) requiring delivery of the quarterly management accounts of the Issuer no later than 60 days after financial quarter end. The amendments to the Trust Deed and Conditions contemplated by the Proposal (when approved by the Noteholders by way of Written Resolution) shall become effective from the date on which the Amendment and Restatement Deed is executed and delivered as a deed by the Trustee, the Issuer and the Guarantor (the "Effective Date"). The request for acceptance of the Proposal is presented to the Noteholders without further evaluation or recommendations from the Trustee. Nothing herein shall constitute a recommendation to the Noteholders from the Trustee. The Noteholders must independently evaluate whether the Proposal is acceptable and vote accordingly. The Issuer has informed the Trustee that it has received support from Noteholders representing more than sixty-six and two-thirds (66 2/3) per cent in principal amount of the Notes then outstanding. Noteholders are hereby provided with a voting request for a Written Resolution pursuant to Condition of the Conditions. For the avoidance of doubt, no Noteholders' meeting will be held with respect to the Proposal. It is proposed that the Noteholders pass a written resolution whereby they: 1. assent to certain modifications of the Trust Deed which will result in the Notes qualifying as Tier 3 Ancillary Capital for the purposes of the Bermuda Insurance (Group Supervision) Rules 2011; 2. assent to certain modifications of the Trust Deed which amend the Put Events applicable to the Notes; 3. approve the Deed of Amendment and Restatement in the form attached to the resolution; 4. authorise, direct, request and empower the Trustee to concur in the modifications referred to in paragraphs 1 and 2 of this Written Resolution and, in order to give effect thereto and to implement the same, forthwith to execute the Deed of Amendment and Restatement in relation to the Trust Deed in the form attached to the resolution with such amendments (if any) thereto as the Trustee shall require, and to concur in, execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Written Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Written Resolution; 5. discharge, release and exonerate the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications, their implementation or this Written Resolution including, without limitation, in respect of any abrogation or modification of the rights of the Noteholders appertaining to the Notes against the Issuer and the Guarantor; and 6. resolve that this Written Resolution shall take effect as an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.