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.
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.”
Joint Global Coordinators and Joint Bookrunners
BofA Merrill Lynch +44 20 7628 1000
Goldman Sachs International +44 20 7774 1000
James A Kelly
JP Morgan Cazenove +44 20 7742 4000
BNP PARIBAS +44 20 7595 2078
Avior Capital Markets +27 21 440 5983
Merrill Lynch South Africa +27 11 305 5555
Camarco +44 20 3757 4985
Aprio (South Africa) +27 11 880 0037
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, 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.