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QUILTER PLC - Confirmation of Offer Price and Tax Treatment of the Odd-lot Offer

Release Date: 20/10/2023 15:00
Code(s): QLT     PDF:  
Wrap Text
Confirmation of Offer Price  and Tax Treatment of the Odd-lot Offer

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: GB00BNHSJN34
JSE SHARE CODE: QLT
Quilter plc (the "Company")


FOR IMMEDIATE RELEASE

20 October 2023

                                                     Quilter plc

                       Confirmation of Offer Price and Tax Treatment of the Odd-lot Offer

Further to the announcement made on Monday 18 September 2023 regarding the Odd-lot Offer,
Quilter plc ("Quilter" or the "Company") announces that the price per ordinary share to be paid to
Odd-lot Holders whose ordinary shares are to be repurchased pursuant to the Odd-lot Offer (the
"Offer Price") will be:


      Type of shareholding                                 Offer Price
      Ordinary shares held on the UK share register        88.10 pence (GBP)
      (the "UK Register")
      Ordinary shares held on the South African            2,008.91 cents (ZAR)
      share register (the "SA Register")


The prices have been calculated as set out below:

(i)          in the case of ordinary shares held on the UK Register, a 5% premium to the volume weighted
             average price of ordinary shares traded on the London Stock Exchange ("LSE") over the five
             trading days prior to Friday 20 October 2023; and

(ii)         in the case of ordinary shares held on the SA Register, a 5% premium to the volume weighted
             average price of ordinary shares traded on the Johannesburg Stock Exchange ("JSE") over the five
             trading days prior to Friday 20 October 2023.

Odd-lot Holders recorded on the UK Register will be paid in pounds sterling by direct credit. If we do
not hold a shareholder's bank or building society details, a cheque in pounds sterling will be issued.

Odd-lot Holders on the SA Register will be paid in rand by direct credit. No cheques will be issued.
Shareholders who participate in the Odd-lot Offer and who hold their ordinary shares in Strate
through a CSDP or broker will receive payment in accordance with the mandate signed between the
CSDP or broker.
To receive payment for their ordinary shares pursuant to the Odd-lot Offer, Odd-lot Holders must
remain recorded on the UK or SA Registers until Friday 10 November 2023, the Second Record Date.
For administrative reasons, ordinary shares which are transferred between the UK and SA Registers
or, in the case of dematerialised shareholders, which have been transferred between CSDPs, are not
eligible to participate in the Odd-lot Offer.

Payment will be made on Monday 27 November 2023, at the risk of the relevant Odd-lot Holder.

The Directors of the Company, in their absolute discretion, reserve the right to withdraw the proposed
Odd-lot Offer at any time.

The Directors, in their absolute discretion, reserve the right to exclude any Odd-lot Holder and/or
withdraw any proposed Odd-lot Offer from any shareholder at any time.

Remaining Key Dates
The remaining key dates for the Odd-lot-Offer are:


  Date                       Action
  Monday 6 November          Odd-lot Offer closes for Odd-lot Holders who hold their shares through
  2023 at 1:00pm (UK         Pacific Custodians Nominees (RF) Proprietary Limited (South Africa and
  time) / 12:00pm (SA        Namibia), Malawi shareholders holding shares through National Bank of
  time)                      Malawi Nominees Limited and Zimbabwe shareholders holding shares
                             through Corpserve Nominees (Private) Limited.


  Tuesday 7 November        Last date to trade to participate in the Odd-lot Offer in South Africa.
  2023
  Wednesday 8               Shares trade "ex" in the Odd-lot Offer in South Africa.
  November 2023
  Friday 10 November        Second Record Date, being the second date on which a shareholder must
  2023                      be an Odd-lot Holder to be eligible to participate in the Odd-lot Offer.


  Friday 10 November        Odd-lot Offer closes for Odd-lot Holders who hold their shares on the UK
  2023 at 1:00pm (UK        Register and on the SA Register in certificated form. You need to ensure
  time) / 12:00pm (SA       your Registrar or broker has received your instruction to either sell your
  time)                     shares or keep your shares by this date and time.


  Thursday 16              Results of the Odd-lot Offer announced to the LSE and JSE.
  November 2023


  Monday 27                Implementation of the Odd-lot Offer takes effect and payment
  November 2023              commences.
                           UK Register

                           Eligible certificated holders who have accepted the Odd-lot Offer, or
                           have not made an election, will be paid by direct credit on receipt of
                           completed surrender documentation.




                           SA Register

                           Eligible certificated holders who have accepted the Odd-lot Offer, or
                           have not made an election, will be paid by direct credit on receipt of
                           completed surrender documentation.

                           Eligible dematerialised holders who have accepted the Odd-lot Offer, or
                           who have not made an election, will have their accounts credited by
                           their CSDP/broker.



Taxation
Shareholders who participate in the Odd-lot Offer should consider the tax implications of such
participation.

In order to assist shareholders, a general description of the South African and UK tax treatment of
participating in the Odd-lot Offer for certain classes of shareholder has been made available on the
Company's website at plc.quilter.com/OLO. Information for Odd-lot Holders on the SA register in
respect of the South African Dividends Tax is set out below.

Shareholders who are in any doubt as to their own tax position should consult their own professional
adviser.

South African Dividends Tax
The Offer Price of 2,008.91 ZA cents per ordinary share held on the SA Register should all comprise a
foreign return of capital and therefore not a foreign dividend paid by a foreign company, in respect of
a listed share for the purposes of the dividends tax provisions contained in the South African Income
Tax Act, 1962 (the "Income Tax Act"). Accordingly, Regulated Intermediaries should not be required
to withhold any amount from the Offer Price on account of South African dividends tax. Instead, the
Offer Price should be treated as a capital receipt and shareholders participating in the Odd-lot Offer
may realise a gain or loss, depending on their base cost in the shares.

Further information, including details of the background to and reasons for the Odd-lot Offer, the full
timetable and summary of certain tax consequences of the Odd-lot Offer can be found on our website
at plc.quilter.com/OLO.
Enquiries:

Quilter

 John-Paul Crutchley – Head of Investor            Tel: +44 (0)7741 385 251
 Relations

 Clare Barrett – Company Secretary                 Tel: +44 207 002 7072




Registrars
If you are a Quilter shareholder and have a question about the Odd-lot Offer or your Quilter shares,
please contact our Registrars using the contact details below.

 Shareholders on the UK Register
 Equiniti                  Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex
                              BN99 6DA


                              https://help.shareview.co.uk


                              Tel: +44 (0)333 207 5953*
                              Please use the country code when contacting Equiniti form outside
                              the UK


                              *Lines are open Monday to Friday between 08:30 and 17:30 (UK
                              time), excluding public holidays in England and Wales

 Shareholders on the South African Register
 JSE Investor Services (Pty) JSE Investor Services (Pty) Limited, PO Box 10462, Johannesburg,
 Limited                      2000, South Africa


                              Email: oddlot@jseinvestorservices.co.za


                              Tel: 086 140 0110/086 154 6566 (calling from South Africa)
                              Tel: +27 11 029 0251/+27 11 029 0253 (calling from overseas)

 Shareholders in Namibia
 Transfer Secretaries (Pty)   Transfer Secretaries (Pty) Limited, PO Box 2401, Windhoek, Namibia
 Limited
                              Email: ts@nsx.com.na


                              Tel: +264 (0) 61 227 647
 Shareholders in Malawi
 National Bank of Malawi      National Bank of Malawi plc, Legal Department, PO Box 945,
 plc                          Blantyre, Malawi


                              Email: legal@natbankmw.com


                              Tel: +265 (0) 182 0622




 Shareholders in Zimbabwe
 Corpserve Registrars     Corpserve Registrars (Private) Ltd, PO Box 2208 Harare, Zimbabwe
 (Private) Ltd
                              Email: corpserve@escrowgroup.org


                              Tel: +263 242 751 559/+263 242 751 561

About Quilter plc:
Quilter plc is a leading UK-centric wealth management business, helping to create prosperity for the
generations of today and tomorrow.

Quilter oversees £101.4 billion in customer investments (as at 30 September 2023).

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

The business is comprised of 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.




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

Date: 20-10-2023 03:00:00
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