Wrap Text
Publication of Prospectus
QUILTER PLC
(previously, Old Mutual Wealth Management Limited)
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
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 today
(the “Prospectus”). Copies of the Prospectus 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
20 April 2018
Quilter plc (“Quilter” or “the Company”)
Publication of Prospectus
Quilter has today published its Prospectus in connection with its initial public
offering (the "Global Offer") and the proposed admission of ordinary shares in
the Company (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 and
the Main Board of the JSE (“Admission”).
The Prospectus has been approved by the Financial Conduct Authority (the “FCA”)
and by the Johannesburg Stock Exchange (the “JSE”). Copies of the Prospectus
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 Prospectus has also been submitted to the National Storage Mechanism and
will be available for inspection at www.morningstar.co.uk/uk/NSM.
A supplement to the Prospectus containing a trading update for the first quarter
of 2018 is expected to be published on or about 30 April 2018.
Quilter plc will host a capital markets event in London on 26 April 2018.
Further details will be communicated in due course.
Resignation of Directors
Bruce Hemphill and Ingrid Johnson resigned from the Board on 19 April 2018. In
addition, as part of the structuring of the Board ahead of listing, Mark Satchel
stepped down from the Board on 19 April 2018.
LON49096380/1 101607-2750
JSE Information
Upon Admission, quilter’s ordinary shares will be registered with ISIN number
GB00BDCXV269. It is expected that its ordinary shares will be traded on the JSE
in the "Asset Managers" sector under the abbreviated name "QUILTER" and share code
"QLT".
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.
LON49096380/1 101607-2750
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 Range announced in the Price Range Supplement changes prior to the
announcement of the final Offer Price, the revised Price Range will be announced
LON49096380/1 101607-2750
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 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
LON49096380/1 101607-2750
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,
LON49096380/1 101607-2750
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.
LON49096380/1 101607-2750
Date: 20/04/2018 04:51:00 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.
Sharenet Sites 
