TIDM39FT
RNS Number : 5871M
Quilter PLC
30 April 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 today (the "Q1 Results Supplement"). Copies of the
Prospectus and the Q1 Results Supplement are 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
30 April 2018
Quilter plc ("Quilter" or "the Company")
Publication of Supplementary Prospectus
Further to the publication of its Prospectus on 20 April 2018,
in connection with its initial public offering (the "Global Offer")
and the proposed admission of its ordinary shares (the "Shares") to
the premium listing segment of the Official List of the Financial
Conduct Authority (the "FCA") and to trading on the Main Market of
the London Stock Exchange and the Main Board of the Johannesburg
Stock Exchange (the "JSE") ("Admission"), Quilter has today
published the Q1 Results Supplement. The publication of the Q1
Results Supplement is a regulatory requirement under the Prospectus
Rules of the FCA and the Listings Requirements of the JSE following
the publication of the Company's trading update for the first
quarter of 2018.
The Q1 Results Supplement has been approved by the FCA and has
been reviewed by the JSE. Copies of the Q1 Results Supplement will
be available on the Company's website at
https://www.oldmutualwealth.co.uk/quilter/investor-relations/,
subject to applicable securities law and free of charge during
normal business hours at the registered office of the Company at
Millennium Bridge House, 2 Lambeth Hill, London, EC4V 4AJ.
The Q1 Results Supplement has also been submitted to the
National Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM.
Enquiries
Joint Global Coordinators and Joint Bookrunners
BofA Merrill Lynch +44 20 7628 1000
Tim Waddell
James Fleming
Tony White
Fraser Allen
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
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 the Q1 Results Supplement, 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. 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, the Q1 Results Supplement, the Price
Range Supplement and in any other 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 Company and its 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 (as defined below) 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 and/or the
Q1 Results Supplement 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, the Prospectus and the Q1 Results Supplement
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, the Q1 Results Supplement, the Price Range Supplement
and in any other prospectus supplements to be issued by the Company
in connection with the Global Offer. 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, the Q1
Results Supplement, the Price Range Supplement and in any other
prospectus supplements to be issued by the Company in connection
with the Global Offer 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, the Q1 Results Supplement,
the Price Range Supplement nor any other prospectus supplements to
be issued by the Company in connection with the Global Offer 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 these documents or that
the information in them are correct as of any date subsequent to
the date thereof. The contents of the Prospectus, the Q1 Results
Supplement, the Price Range Supplement and any other prospectus
supplements to be issued by the Company in connection with the
Global Offer 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 company news service from the London Stock Exchange
END
PSPIMMBTMBAJBPP
(END) Dow Jones Newswires
April 30, 2018 08:15 ET (12:15 GMT)
Quilter 4.478% (LSE:39FT)
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