QUILTER PLC - Global Offer by Old Mutual plc

Global Offer by Old Mutual plc

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 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.

For immediate release

29 May 2018

                    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.”

Enquiries

Joint Global Coordinators and Joint Bookrunners

BofA Merrill Lynch                  +44 20 7628 1000
Tim Waddell
James Fleming
Tony White
Fraser Allan

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
Ray Barrett
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.

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
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.

Date: 29/05/2018 08:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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