TIDM39FT TIDMOML
RNS Number : 4363P
Quilter PLC
29 May 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
This announcement is an advertisement and not a prospectus and
investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information in the
prospectus published by the Company on 20 April 2018 (the
"Prospectus") and the supplementary prospectus published by the
Company on 30 April 2018 (the "Q1 Results Supplement") and a
supplementary prospectus expected to be published by the Company on
11 June 2018 (the "Price Range Supplement"). Copies of the
Prospectus and the Q1 Results Supplement are available (and the
Price Range Supplement will be available) on the Company's website
at https://www.oldmutualwealth.co.uk/quilter/investor-relations/,
and from the Company's registered office: Millennium Bridge House,
2 Lambeth Hill, London EC4V 4AJ.
For immediate release
29 May 2018
Quilter plc ("Quilter" or "the Company")
Global Offer by Old Mutual plc
Following the announcement by Old Mutual plc on 25 May 2018
regarding the successful passing of the shareholder resolutions at
its court and shareholder meetings held in connection with the
Managed Separation of Old Mutual plc, Old Mutual plc has confirmed
its intention to proceed with the offer (the "Global Offer") of up
to 9.6% of the ordinary shares in the Company ("Ordinary Shares")
as described in the Prospectus. Applications will be made to the
Financial Conduct Authority (the "FCA") for all of the Ordinary
Shares to be admitted to listing on the premium listing segment of
the Official List of the FCA and to London Stock Exchange plc (the
"London Stock Exchange") for all the Ordinary Shares to be admitted
to trading on the London Stock Exchange's main market for listed
securities and the Main Board of the Johannesburg Stock
Exchange.
The indicative price range in respect of the Global Offer (the
"Price Range") will be determined in due course following
publication of this announcement and, together with the maximum
number of Ordinary Shares to be sold in the Global Offer and any
other outstanding information, will be contained in the Price Range
Supplement expected to be published by the Company on 11 June
2018.
The final offer price in respect of the Global Offer (the "Offer
Price") and the number of Shares to be sold by the Selling
Shareholder in the Global Offer will be determined following
publication of the Price Range Supplement, and is currently
expected to be announced on or about 25 June 2018.
Paul Feeney, Chief Executive Officer, Quilter said:
"The announcements last week by Old Mutual plc regarding the
successful passing of the shareholder resolution at its court and
shareholder meetings and today of its intention to proceed with a
global offering of up to 9.6% of Quilter moves us closer to
becoming a listed, independent wealth management business. We
believe that our leading position in the UK, one of the world's
largest wealth markets, our multi-channel customer proposition and
our strong investment performance position Quilter for continued
success. Together with our experienced management team, I am
excited to lead Quilter into this new era and look forward to
helping to create prosperity for our customers, shareholders and
employees."
Enquiries
Joint Global Coordinators and Joint Bookrunners
BofA Merrill Lynch +44 20 7628 1000
Tim Waddell
James Fleming
Tony White
Fraser Allan
Goldman Sachs International +44 20 7774 1000
John Rafter
Richard Cormack
James Lucas
James A Kelly
JP Morgan Cazenove +44 20 7742 4000
Conor Hillery
Edward Squire
Barry Meyers
Anna Franekova
Joint Bookrunner
BNP PARIBAS +44 20 7595 2078
Ray Barrett
Guy Marks
Lead Manager
Avior Capital Markets +27 21 440 5983
Kevin Mattison
JSE Sponsor
Merrill Lynch South Africa +27 11 305 5555
Justin Bothner
Thembeka Mgoduso
Media enquiries
Camarco +44 20 3757 4985
Geoffrey Pelham-Lane
Aprio (South Africa) +27 11 880 0037
Julian Gwillim
DISCLAIMERS
The contents of this announcement have been prepared by and are
the sole responsibility of Quilter plc. The information contained
in this announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement is not an offer to sell, or a solicitation of
an offer to purchase, securities in the United States, Australia,
Canada or Japan or in any other jurisdiction in which such offer or
solicitation is unlawful. The securities to which this announcement
relates have not been and will not be registered under the US
Securities Act of 1933, as amended, and may not be offered or sold
in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in Australia, Canada
or Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada or Japan. There will be no
public offering of the securities in the United States, Australia,
Canada, Japan or elsewhere.
This announcement does not constitute or form a part of any
offer or solicitation or advertisement to purchase and/or subscribe
for Securities in South Africa, including an offer to the public
for the sale of, or subscription for, or the solicitation or
advertisement of an offer to buy and/or subscribe for, shares as
defined in the South African Companies Act, No. 71 of 2008 (as
amended) or otherwise (the "Act") and will not be distributed to
any person in South Africa in any manner that could be construed as
an offer to the public in terms of the Act. This announcement does
not constitute a prospectus registered and/or issued in terms of
the Act. Nothing in this announcement should be viewed, or
construed, as "advice", as that term is used in the South African
Financial Markets Act, No. 19 of 2012, as amended, and/or Financial
Advisory and Intermediary Services Act, No. 37 of 2002, as
amended.
This announcement is distributed in any member state of the
European Economic Area which applies Directive 2003/71/EC (such
Directive, together with any amendments thereto including Directive
2010/73/EU, the "Prospectus Directive") only to those persons who
are qualified investors for the purposes of the Prospectus
Directive in such member state, and such other persons as these
materials may be addressed to on legal grounds, and no person that
is not a relevant person or qualified investor may act or rely on
this document or any of its contents.
The indicative price range in respect of the Global Offer (the
"Price Range") will be determined following publication of the
Prospectus, and, together with the maximum number of Shares to be
sold in the Global Offer and any other outstanding information,
will be contained in a price range supplement (the "Price Range
Supplement") which is currently expected to be published on or
about 11 June 2018.
The final offer price in respect of the Global Offer (the "Offer
Price") and the number of Shares to be sold by the Selling
Shareholder in the Global Offer will be determined following
publication of the Price Range Supplement, and is currently
expected to be announced on or about 25 June 2018. A number of
factors will be considered in determining the final Offer Price and
the number of Shares to be sold in the Global Offer, including the
level and nature of demand for the Shares during the bookbuilding
process, the prevailing market conditions and the objective of
establishing an orderly and liquid after-market in the Shares. If
the Price Range announced in the Price Range Supplement changes
prior to the announcement of the final Offer Price, the revised
Price Range will be announced and advertised as soon as possible
and the Company will publish an additional supplementary
prospectus. In certain circumstances, the Selling Shareholder may
decide not to proceed with the Global Offer, but still to proceed
with Admission (as defined in the Prospectus). Any purchase of
Shares in respect of the proposed Global Offer should be made
solely on the basis of the information contained in the Prospectus
and in any prospectus supplements to be issued by the Company in
connection with the Global Offer. The date of Admission may be
influenced by things such as market conditions. There is no
guarantee that Admission will occur and you should not base your
financial decisions on Quilter plc's intentions in relation to
Admission at this stage. Acquiring investments to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested. Persons considering making
such investments should consult an authorised person specialising
in advising on such investments. This announcement does not
constitute a
recommendation concerning the Global Offer. The value of shares
can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of the Global
Offer for the person concerned.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth or strategies.
Forward-looking statements speak only as of the date they are made.
Each of the Banks and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise
any forward looking statement contained in this announcement
whether as a result of new information, future developments or
otherwise.
Each of Merrill Lynch International, Goldman Sachs
International, J.P. Morgan Securities plc (which conducts its UK
investment banking activities under the marketing name J.P. Morgan
Cazenove) (together, the "Joint Global Coordinators"), is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority. BNP PARIBAS (and together with the
Joint Global Coordinators, the "Joint Bookrunners") is lead
supervised by the European Central Bank ("ECB") and the Autorité de
Contrôle Prudentiel et de Résolution ("ACPR"). BNP Paribas London
Branch is authorised by the ECB, the ACPR and the PRA and subject
to limited regulation by the FCA and PRA. Avior Capital Markets
(Pty) Limited (the "Lead Manager" and together with the Joint
Bookrunners, the "Underwriters") is authorised by the Johannesburg
Stock Exchange in South Africa. Merrill Lynch South Africa
Proprietary Limited ("Merrill Lynch SA") is regulated by the
Johannesburg Stock Exchange, the South African Reserve Bank and the
Financial Services Board of South Africa. Each of the Underwriters
and Merrill Lynch SA (together, the "Banks") is acting exclusively
for the Company and no one else in connection with Admission and
the Global Offer. None of the Banks will regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Global Offer and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients or for the giving of advice in relation to
the Global Offer, the contents of this announcement or any
transaction, matter, or arrangement referred to herein.
In connection with the Global Offer, each of the Banks and any
of their respective affiliates, may take up a portion of the Shares
in the Global Offer as a principal position and in that capacity
may retain, purchase or sell for its own account such securities
and any Shares or related investments and may offer or sell such
Shares or other investments otherwise than in connection with the
Global Offer. Accordingly, references in the Prospectus to Shares
being offered or placed should be read as including any offering or
placement of Shares to any of the Banks or any of their respective
affiliates acting in such capacity. In addition certain of the
Banks or their affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in
connection with which the Banks and any of their affiliates may
from time to time acquire, hold or dispose of Shares. None of the
Banks intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
None of the Banks nor any of their respective affiliates accepts
any responsibility whatsoever for the contents of this announcement
including its accuracy, completeness and verification or for any
other statement made or purported to be made by it, or on its
behalf, in connection with the Company, the Shares or the Global
Offer, and nothing contained in this announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or the future. Accordingly, apart from the
responsibilities and liabilities, if any, which may be imposed on
the Banks by FSMA or the regulatory regime established thereunder,
each of the Banks and each of their respective affiliates disclaim,
to the fullest extent permitted by applicable law, all and any
liability whether arising in tort, delict, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or any such statement. No representation or warranty
express or implied, is made by any of the Banks or any of their
respective affiliates as to the accuracy, completeness,
verification or sufficiency of the information set out in this
announcement, and nothing in this announcement will be relied upon
as a promise or representation in this respect, whether or not to
the past or future.
This announcement and the Prospectus do not constitute or form
part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, any
securities other than the securities to which it relates or any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for, such securities by any person
in any circumstances in which such offer or solicitation is
unlawful.
Any investor should only rely on the information in the
Prospectus. None of the Company, the Selling Shareholder (as
defined in the Prospectus), the Banks or any of their respective
representatives, is making any representation other than those
contained in the Prospectus and, if given or made, such information
or representations must not be relied on as having been so
authorised. Neither the delivery of the Prospectus nor Admission
nor any subsequent subscription or sale shall, under any
circumstances, create any implication that there has been no change
in the affairs of the Company set forth in this document or that
the information in it is correct as of any date subsequent to the
date hereof. The contents of the Prospectus should not be construed
as legal, business, financial or tax advice. None of the Company,
the Selling Shareholder, the Banks or any of their respective
representatives, is making any representation to any prospective
investor regarding the legality of an investment in the Shares by
such prospective investor under the laws applicable to such
prospective investor. Each prospective investor should consult his,
her or their own legal, business, financial or tax advisers for
advice.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Shares
have been subject to a product approval process, which has
determined that the Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Global Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUWOWRWOAVUAR
(END) Dow Jones Newswires
May 29, 2018 02:17 ET (06:17 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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