Return of Capital Update
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
23 May 2022
Quilter plc
Issue of B Shares, Share Consolidation and Admission of New Ordinary Shares
Further to the circular published by Quilter plc ("Quilter" or the "Company") on 29 March 2022 (the "Circular"), and the passing of all the required Resolutions at the General Meeting of the Company on 12 May 2022, the Company announces that the allotment and issue of 1,638,123,081 B Shares relating to the B Share Scheme (there being 1,638,123,081 Existing Ordinary Shares in issue at the Record Time) will occur today. The Share Consolidation and admission of the New Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities are due to take place no later than 8:00 a.m. (UK time) today. The admission of the New Ordinary Shares to trading on the Main Board of the JSE is due to take place no later than 9:00 a.m. (SA time) today.
This follows the announcement on 9 March 2022 that Quilter intends to return £328 million to holders of its ordinary shares (the "Shareholders") in the form of a payment of 20 pence per ordinary share for Shareholders on our UK share register. For Shareholders on our South African share register this equates to a return of 401.33300 South African cents per ordinary share, using an exchange rate of 20.06665 South African cents to one pence, the average rate achieved on 7 and 8 March 2022.
No application will be made to the FCA, the London Stock Exchange or the JSE for any of the B Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities or for secondary inward listing on the Main Board of the JSE, nor will the B Shares be listed or admitted to trading on any other recognised investment exchange.
No share certificates will be issued in respect of the B Shares and no CREST accounts will be credited with the B Shares.
Assuming there is no unexpected change in the position of the Company or market conditions generally, the Company intends that the B Shares will be redeemed tomorrow, 24 May 2022, for 20 pence per B Share. For Shareholders on our South African share register this equates to a return of 401.33300 South African cents per ordinary share, using an exchange rate of 20.06665 South African cents to one pence, the average rate achieved on 7 and 8 March 2022.
Unless a holding of Existing Ordinary Shares is exactly divisible by the denominator in the Share
Consolidation ratio (which is 7 Existing Ordinary Shares of 7 pence each for 6 New Ordinary Shares of 8 1/6 pence each) a Shareholder will have a fractional entitlement to a New Ordinary Share following the Share Consolidation. All allocations of New Ordinary Shares will be rounded down to the nearest whole number resulting in allocations of whole New Ordinary Shares. Fractional entitlements arising from the Share Consolidation will be aggregated into New Ordinary Shares and sold in the market on behalf of such Shareholders.
Given the proceeds from the sale of any fractional entitlement are expected to be less than £3.00 per Shareholder (the rand equivalent is 60.19995 rand, based on the exchange rate used for determining the return per B Share redeemed), the Board intends to donate the aggregated proceeds to the Quilter Foundation. In South Africa, the cash sum equal to its fractional entitlement will be calculated in accordance with South African market requirements, to be announced on 24 May 2022.
In accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1(A) and further to the announcement on 12 May 2022, the Company confirms that, post completion of the previously announced B Share Scheme and Share Consolidation, the Company's total issued share capital will consist of 1,404,105,498 Ordinary Shares of 8 1/6 pence each, with each Ordinary Share carrying the right to one vote.
Capitalised terms used in this announcement which are not otherwise defined have the same meaning as in the Circular, which is available on the Company's website at plc.quilter.com/gm.
Enquiries
Investor Relations:
John-Paul Crutchley +44 (0)77 4138 5251
Keilah Codd +44 (0)77 7664 9681
Media:
Tim Skelton-Smith +44 (0)78 2414 5076
Camarco
Geoffrey Pelham-Lane +44 (0)77 3312 4226
Company Secretary:
Patrick Gonsalves +44 (0)73 7597 8887
About Quilter plc
Quilter plc is a leading wealth management business in the UK and internationally, helping to create prosperity for the generations of today and tomorrow. Quilter plc oversees £107.2 billion in customer investments (as at 31 March 2022).
It has an adviser and customer offering spanning: financial advice, investment platforms, multi-asset investment solutions, and discretionary fund management.
The business is being reorganised into 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.
Disclaimer
This announcement has been issued by and is the sole responsibility of Quilter. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise.
Shareholders are advised to read carefully the Circular in relation to the B Share Scheme and Share Consolidation. Any response to the proposals should be made only on the basis of information in the Circular.
This announcement has been prepared in accordance with and for the purpose of complying with English law, the EU Regulation No. 596/2014 as onshored into UK law on 31 December 2020 by the European (Withdrawal) Act 2018 and the Listing Rules and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.
The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
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