TIDM39FT
RNS Number : 8688Q
Quilter PLC
11 June 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
For immediate release
11 June 2018
QUILTER PLC
RUTH MARKLAND JOINS THE QUILTER PLC BOARD OF DIRECTORS
Quilter plc (the "Company") announces that Ruth Markland has
been appointed as a non-executive Director and Senior Independent
Director of the Company, effective on admission of the Company's
ordinary shares (the "Shares") to the premium listing segment of
the Official List of the FCA and to trading on the Main Market of
the London Stock Exchange which is currently expected to take place
on 25 June 2018 ("Admission"). Ruth will also be a member of the
Corporate Governance and Nominations Committee, the Audit Committee
and the Remuneration Committee.
Ruth is the seventh Director to be appointed to the Board since
Glyn Jones became Chairman in September 2016.
Ruth has extensive FTSE 100 public company experience, having
served over 12 years on the Board of Standard Chartered plc, and
over 10 years on the Board of The Sage Group plc. During Ruth's
tenure with both companies, she held various positions including
Senior Independent Director and Chair of the Remuneration
Committee. Ruth is also a member of the Supervisory Board of
Arcadis NV and an independent non-executive of Deloitte LLP. In her
various board roles, Ruth has also had extensive board committee
experience including audit, risk, remuneration, nominations and
financial crime risk committees.
Glyn Jones, Chairman of the Board, comments:
"I am delighted that Ruth has agreed to join the Board. Ruth's
extensive skills and experience will be a valuable addition to the
Board and, as the Senior Independent Director, will provide a wise
sounding board to me and my fellow directors. Her public company
experience will be invaluable as we move into a listed
environment."
There are no other details that are required to be disclosed in
respect of this appointment under Paragraph 9.6.13 of the Listing
Rules of the UK Listing Authority save as disclosed in this
announcement.
- ends -
Enquiries:
Investor Relations
John-Paul Crutchley +44 20 7002 7016
Media:
Vee Montebello +44 20 7 778 9550
Camarco +44 20 3757 4985
Geoffrey Pelham-Lane
Aprio (South Africa) +27 11 880 0037
Julian Gwillim
About Quilter
Quilter is a leading wealth management business in the UK and
internationally, helping to create prosperity for the generations
of today and tomorrow.
On a 'go forward basis', Quilter oversees GBP 111.6 billion in
customer investments (as at 31 March 2018).
It has an adviser and customer offering spanning: financial
advice; investment platforms; multi-asset solutions; and
discretionary fund management.
The business is comprised of two segments: Wealth Platforms and
Advice and Wealth Management.
Wealth Platforms includes the Old Mutual Wealth UK Platform; Old
Mutual International, including AAM Advisory in Singapore; and the
Old Mutual Wealth Heritage life assurance business.
Advice and Wealth Management encompasses the financial planning
network, Intrinsic; Old Mutual Wealth Private Client Advisers;
discretionary fund management business, Quilter Cheviot; and Old
Mutual Wealth's multi-asset investment solutions business.
The Quilter businesses will be re-branded to Quilter over a
period of approximately two years following separation from Old
Mutual:
-- Intrinsic to Quilter Financial Planning
-- Private Client Advisers to Quilter Private Client Advisers
-- The Multi-Asset business to Quilter Investors
-- The UK Platform to Quilter Wealth Solutions
-- The International business to become Quilter International
-- The Heritage life assurance business to Quilter Life Assurance
-- Quilter Cheviot will retain its name.
On 19 December 2017, Old Mutual Wealth announced that it has
agreed to sell its Single Strategy asset management business to the
Single Strategy Management team and funds managed by TA Associates.
The proposed transaction is subject to customary closing
conditions, including regulatory approvals.
Quilter is part of Old Mutual plc, a FTSE 100 group that
provides investment, savings, insurance and banking. For the year
ended 31 December 2017, Old Mutual reported an adjusted operating
profit before tax of GBP2.0 billion. For further information on Old
Mutual plc and the underlying businesses, please visit the
corporate website at www.oldmutualplc.com.
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 final offer price (the "Offer Price") in respect of the
Company's initial public offering (the "Global Offer") and the
number of Shares to be sold by the Selling Shareholder in the
Global Offer will be determined in due course 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 indicative price range in respect of the Global Offer (the
"Price Range") announced by the Selling Shareholder on 11 June and
to be included in the supplementary prospectus to be published by
the Company on 11 June 2018 (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 published by the Company on 20 April
2018 (the "Prospectus"), the supplementary prospectus published by
the Company on 30 April 2018 (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, Q1 Results
Supplement and/or the Price Range 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, the Q1 Results Supplement and
the Price Range 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 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
BOAEASKFFFKPEEF
(END) Dow Jones Newswires
June 11, 2018 02:03 ET (06:03 GMT)
Quilter 4.478% (LSE:39FT)
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