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Admission to Trading on the London Stock Exchange and the Johannesburg Stock Exchange
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 the ordinary shares of £0.07 each in the capital of Quilter plc
referred to in this announcement (the “Ordinary Shares”) except on the basis of information
in the prospectus dated 20 April 2018 (the “Prospectus”), the supplementary prospectus
dated 30 April 2018 (the “Q1 Results Supplement”), the supplementary prospectus dated
11 June 2018 (the “Price Range Supplement”) and the pricing statement dated 25 June
2018 (the “Pricing Statement”) published by Quilter plc in connection with the proposed
offer and admission of its Ordinary Shares to the premium listing segment of the Official List
of the Financial Conduct Authority and to trading on the London Stock Exchange plc’s main
market for listed securities and the main board of the JSE Limited (“Admission”). Copies of
the Prospectus, the Q1 Results Supplement, the Price Range Supplement and the Pricing
Statement are available on the Company’s website at https://www.quilter.com/investor-
relations/, and from the Company’s registered office: Millennium Bridge House, 2 Lambeth
Hill, London EC4V 4AJ.
25 June 2018
QUILTER PLC
Admission to Trading on the London Stock Exchange and the Johannesburg Stock Exchange
Following the announcements made earlier today, 25 June 2018, Quilter plc (the “Company”
or “Quilter”) is pleased to announce that its entire ordinary share capital, consisting of
1,902,251,098 Ordinary Shares, has today been admitted to the premium listing segment of
the Official List of the Financial Conduct Authority and to trading on the London Stock
Exchange plc’s main market for listed securities under the ticker symbol “QLT” and to the main
board of the JSE Limited under the abbreviated name “Quilter”, Alpha code “QLT”.
As at the date of this announcement, the total number of voting rights in Quilter is
1,902,251,098, which may be used by shareholders (and others with notification obligations)
as the denominator for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, Quilter under the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority.
- ends -
Enquiries:
Quilter I nvestor Relations
John-Paul Crutchley +44 20 7002 7016
Joint Global Coordinators and Joint B ook runners
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 M anager
Avior Capital Markets +27 21 440 5983
Kevin Mattison
JSE Sponsor
Merrill Lynch South Africa +27 11 305 5555
Justin Bothner
Thembeka Mgoduso
M edia enquiries
Quilter +44 20 7 778 9550
Vee Montebello
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 “Company”). 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 (the “Offer Price”) in respect of the Company’s initial public offering (the “Global
Offer”) and the number of ordinary shares of £0.07 each in the capital of the Company (the “Shares”)
sold by the Selling Shareholder in the Global Offer were announced earlier today, 25 June 2018. Any
purchase of Shares in respect of the Global Offer should be made solely on the basis of the information
contained 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”), the supplementary prospectus published by the Company on 11 June 2018 (the “Price
Range Supplement”) and the pricing statement published by the Company on 25 June 2018 (the
“Pricing Statement”) and in any other prospectus supplements to be issued by the Company in
connection with the Global Offer. 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 Shares. The value of shares
can decrease as well as increase. Potential investors should consult a professional advisor as to the
suitability of the Shares 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, the Price Range Supplement and the
Pricing Statement 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, the Pricing Statement 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, the Pricing Statement 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, the Pricing Statement 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, the Pricing Statement 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: 25/06/2018 09:03:00 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.
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