To view the PDF file, sign up for a MySharenet subscription.

QUILTER PLC - Proposed return of capital to Shareholders

Release Date: 09/03/2022 09:02
Code(s): QLT     PDF:  
Wrap Text
Proposed return of capital to Shareholders

QUILTER PLC
Incorporated under the Companies Act 1985 with registered number 06404270 and re-registered as a
public limited company under the Companies Act 2006)
ISIN CODE: GB00BDCXV269
JSE SHARE CODE: QLT
Quilter plc (the "Company")




 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
 FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
 RELEVANT LAWS OF SUCH JURISDICTION

 9 March 2022

                                             Quilter plc

                            Proposed return of capital to Shareholders

 Further to the announcement on 3 November 2021 and the 2021 Full Year Results statement
 on 9 March 2022, Quilter plc ("Quilter" or the "Company") is pleased to announce today a
 proposed return of capital of £328 million to the holders of its ordinary shares (the
 “Shareholders”) by way of a B share scheme (the “B Share Scheme”). A Shareholder Circular (the
 “Circular”) in respect of the proposed return of capital is expected to be published on or around
 29 March 2022, with a General Meeting of Shareholders to approve the proposed return of
 capital expected to be held on 12 May 2022 (the same date as the Company’s Annual General
 Meeting).
 
 Proposed return of capital and share consolidation

 £328 million will be returned to Shareholders by way of the B Share Scheme, involving the issue
 of new redeemable B shares (the “B Shares”) to Shareholders which the Company will
 subsequently redeem for cash. Based on the number of ordinary shares in issue as at the close
 of business on 8 March 2022, the return of capital will equate to 20 pence per ordinary share
 for Shareholders on our UK share register. For Shareholders on the South African share register
 this equates to a return of 401.33300 South African cents per ordinary share, using an exchange
 rate of 20.06665.

 To maintain comparability between the market price for Quilter ordinary shares before and
 after the implementation of the B Share Scheme, it is proposed that the B Share Scheme will be
 accompanied by a share consolidation of Quilter’s ordinary shares (the "Share Consolidation").

 Publication of Shareholder Circular

 Full details of the proposed return of capital, including the Share Consolidation, and a Notice of
 General Meeting of the Company, will be set out in the Circular which is expected to be
 published on or around 29 March 2022 (and made available on Quilter’s website at
 plc.quilter.com/gm) and, where required, posted to Shareholders as soon as practicable
 thereafter, with the General Meeting of the Company to approve the proposed return of capital
 expected to take place on 12 May 2022 (the same date as the Company’s Annual General
 Meeting).



Expected timetable
It is expected that the timetable will be as follows:


 Transfers to and from the South African Branch                   Wednesday 9 March to
 Register suspended                                               Wednesday 25 May 2022

 Record date for the mailing of the Circular, the Notice          Friday 25 March 2022
 of General Meeting and the Proxy Forms / Voting
 Instruction Forms

 Publication of the Circular, the Notice of General               Tuesday 29 March 2022
 Meeting and the Proxy Forms / Voting Instruction
 Forms

 Mailing of the Circular, the Notice of General Meeting           On or before Wednesday 6
 and the Proxy Forms / Voting Instruction Forms                   April 2022

 Last date to trade on the Johannesburg Stock                     Thursday 5 May 2022
 Exchange for entitlement to vote at the General
 Meeting

 Record time and date for Shareholder entitlement to              6:30 p.m. (UK time) / 7:30
 vote at the General Meeting                                      p.m. (SA time) on Tuesday
                                                                  10 May 2022

 General Meeting                                                  11:30 a.m. (UK time) /
                                                                  12:30 p.m. (SA time) on
                                                                  Thursday 12 May 2022

  Additional principal events for UK Shareholders on the London Stock Exchange

 Record time for entitlement to B Shares and the Share            6:00 p.m. (UK time) on
 Consolidation in respect of Existing Ordinary Shares             Friday 20 May 2022

 Amendment of listing of Existing Ordinary Shares on              by 8:00 a.m. (UK time) on
 the London Stock Exchange                                        Monday 23 May 2022

 New Ordinary Shares admitted to the Official List and            8:00 a.m. (UK time) on
 to trading on the London Stock Exchange                          Monday 23 May 2022

 B Shares issued equal to number of Existing Ordinary             8:00 a.m. (UK time) on
 Shares held at the Record Time                                   Monday 23 May 2022
 CREST accounts credited with New Ordinary Shares                   Monday 23 May 2022

 Expected redemption and cancellation of B Shares                   Tuesday 24 May 2022

 Despatch of payments by UK Registrar and CREST                     by Monday 6 June 2022
 accounts credited in respect of proceeds, if B Shares
 redeemed on 24 May 2022

 Despatch of share certificates in respect of New                   by Monday 6 June 2022
 Ordinary Shares by UK Registrar

  Additional principal events for South African Shareholders on the Johannesburg Stock
  Exchange

 Last date to trade in Existing Ordinary Shares on the              Friday 20 May 2022
 Johannesburg Stock Exchange before Record date for
 entitlement to B Shares and the Share Consolidation in
 respect of Existing Ordinary Shares

 Amendment of listing of Existing Ordinary Shares on the            by 9:00 a.m. (SA time) on
 Johannesburg Stock Exchange                                        Monday 23 May 2022

 New Ordinary Shares admitted to the Main Board of the              9:00 a.m. (SA time) on
 Johannesburg Stock Exchange and to commence trading                Monday 23 May 2022

 B Shares issued equal to number of Existing Ordinary               9:00 a.m. (SA time) on
 Shares held at the Record time                                     Monday 23 May 2022

 Expected redemption and cancellation of B Shares                   Tuesday 24 May 2022

 Record date on the Johannesburg Stock Exchange for                 Wednesday 25 May 2022
 settlement purposes for entitlement to B Shares and the
 Share Consolidation

 Strate accounts credited with New Ordinary Shares                  Thursday 26 May 2022

 Despatch of payments by SA Registrar and Strate                    by Monday 6 June 2022
 accounts credited in respect of proceeds, if B Shares
 redeemed on 24 May 2022

 Despatch of share certificates in respect of New Ordinary          by Monday 6 June 2022
 Shares by SA Registrar


These are the expected dates. Please refer to the Circular in due course for the final timetable
and other dates relevant to the B Share Scheme and the Share Consolidation.




Enquiries
Investor Relations:

John-Paul Crutchley                +44 (0)77 4138 5251

Keilah Codd                        +44 (0)77 7664 9681

Media:

Tim Skelton-Smith                  +44 (0)78 2414 5076

Camarco

Geoffrey Pelham-Lane               +44 (0)77 3312 4226

Company Secretary:

Patrick Gonsalves                  +44 (0)7375 97 8887


About Quilter plc

Quilter plc is a leading wealth management business in the UK and internationally, helping to
create prosperity for the generations of today and tomorrow. Quilter plc oversees £111.8 billion
in customer investments (as at 31 December 2021).

It has an adviser and customer offering spanning: financial advice, investment platforms, multi-
asset investment solutions, and discretionary fund management.

The business is being reorganised into two segments: Affluent and High Net Worth.

Affluent encompasses the financial planning businesses, Quilter Financial Planning, the Quilter
Investment Platform and Quilter Investors, the Multi-asset investment solutions business.


High Net Worth includes the discretionary fund management business, Quilter Cheviot,
together with Quilter Private Client Advisers.


Disclaimer

This announcement has been issued by and is the sole responsibility of Quilter. The information
contained in this announcement is for background purposes only and does not purport to be full or
complete. The information in this announcement is subject to change.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation
or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose
of, any securities pursuant to this announcement or otherwise.
Shareholders are advised to read carefully the Circular in relation to the B Share Scheme and Share
Consolidation once it has been despatched. Any response to the proposals should be made only on
the basis of information in the Shareholder Circular.

This announcement has been prepared in accordance with and for the purpose of complying with
English law, the EU Regulation No. 596/2014 as onshored into UK law on 31 December 2020 by the
European (Withdrawal) Act 2018 and the Listing Rules and Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority. The information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in accordance with the
laws of jurisdictions outside of England and Wales.


The release, publication or distribution of this announcement in, into or from jurisdictions other than
the United Kingdom may be restricted by law and therefore any persons who are subject to the law
of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any
such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities
law of any such jurisdiction.


JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited

Date: 09-03-2022 09:02:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.