11 March 2020
Quilter plc (the Company) announces that, in connection with the capital return of up to £375 million which it announced on 2 January 2020, it is commencing a share buyback programme (the Programme) to purchase shares with a value of up to £375 million subject to remaining within certain pre-set parameters in order to reduce the share capital of the Company. The Programme will be subject to staged regulatory approval and the Board will keep the programme under review to make sure it continues to be the most efficient and effective means of returning capital to shareholders.
In connection with the initial tranche of the Programme, the Company has entered into an agreement with J.P. Morgan Securities plc (JPMS plc) under which it has issued an irrevocable instruction to JPMS plc to manage the share buyback programme in respect of shares to be purchased by the Company on UK trading venues including the London Stock Exchange. An additional agreement has been entered into with J.P. Morgan Equities South Africa Propriety Limited (JPMESA) in respect of shares to be purchased by the Company on the Johannesburg Stock Exchange. JPMS plc and JPMESA will carry out the instruction during the period starting on 11 March 2020 and ending no later than 30 June 2020 (the Engagement Period) through the acquisition of ordinary shares in the Company for subsequent repurchase by the Company. The maximum consideration payable by the Company under this initial tranche of the Programme is approximately £45 million, but may be increased by up to a further £5 million subject to the determination of the aggregate consideration payable by the Company under the Odd-lot Offer that has also been announced today. JPMS plc and JPMESA will each carry out 50 per cent. of the initial tranche of the programme on UK trading venues and the Johannesburg Stock Exchange, respectively.
Any shares repurchased under the Programme will be effected in accordance with Chapter 12 of the Listing Rules of the Financial Conduct Authority, the Market Abuse Regulation 596/2014 and the Company’s authorities to repurchase shares and will be discontinued in the event the Company ceases to have the necessary authorities to repurchase ordinary shares.
The Company will cancel the repurchased shares.
JPMS plc and/or its affiliates may undertake transactions in Shares (which may include sales and hedging activities, in addition to purchases which may take place on any available trading venue or on an over the counter basis) during the Engagement Period in order to manage its market exposure under the Programme. Disclosure of such transactions will not be made by JPMS plc and/or its affiliates as a result of or as part of the Programme, but JPMS plc and/or its affiliates will continue to make any disclosures it is otherwise legally required to make.