Wrap Text
Publication of Supplementary Prospectus
QUILTER PLC
(previously, Old Mutual Wealth Management Limited)
Incorporated under the Companies Act 1985 with registered number 06404270 and
reregistered
as a public limited company under the Companies Act 2006
ISIN CODE: GB00BDCXV269
JSE SHARE CODE: QLT
QUILTER
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”), the supplementary
prospectus published by the Company on 30 April 2018 (the “Q1 Results Supplement”) and the
supplementary prospectus published by the Company today (the “Price Range Supplement”).
Copies of the Prospectus, the Q1 Results Supplement and the Price Range Supplement 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
11 June 2018
Quilter plc (“Quilter” or “the Company”)
Publication of Supplementary Prospectus
Further to the publication of its Prospectus on 20 April 2018, in connection with its initial public
offering (the “Global Offer”) and the proposed admission of its ordinary shares (the “Shares”) to
the premium listing segment of the Official List of the Financial Conduct Authority (the “FCA”) and
to trading on the Main Market of the London Stock Exchange and the Main Board of the
Johannesburg Stock Exchange (the “JSE”) (“Admission”), the Q1 Results Supplement on 30 April
2018, and the announcement today by Old Mutual plc of the indicative price range in respect of the
Global Offer (the “Price Range”), Quilter has today published the Price Range Supplement. The
publication of the Price Range Supplement is a regulatory requirement under the Prospectus Rules
of the FCA and the Listings Requirements of the JSE following determination of the Price Range and
the maximum number of Shares to be sold in the Global Offer.
The Price Range Supplement has been approved by the FCA and has been reviewed by the JSE.
Copies of the Price Range Supplement 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 Price Range Supplement has also been submitted to the National Storage Mechanism and will
be available for inspection at www.morningstar.co.uk/uk/NSM.
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
Guy Marks
Ray Barrett
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 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 in due course 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. 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, the Q1 Results Supplement, the Price Range
Supplement and in any other 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 Company and its 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 (as defined below) 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, Q1 Results Supplement and/or the Price Range Supplement 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, the Prospectus, the Q1 Results Supplement and the Price Range Supplement 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, the Q1 Results Supplement, the Price
Range Supplement and in any other prospectus supplements to be issued by the Company in connection with
the Global Offer. 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, the Q1 Results Supplement, the Price Range Supplement and in any other prospectus supplements
to be issued by the Company in connection with the Global Offer 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,
the Q1 Results Supplement, the Price Range Supplement nor any other prospectus supplements to be issued
by the Company in connection with the Global Offer 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 these documents or that the information in them are correct as of any date subsequent
to the date thereof. The contents of the Prospectus, the Q1 Results Supplement, the Price Range Supplement
and any other prospectus supplements to be issued by the Company in connection with the Global Offer 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: 11/06/2018 03:15:00 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
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