Quilter PLC Circular re Return of Capital & Notice of GM (4071G)

TIDMQLT

RNS Number : 4071G

Quilter PLC

29 March 2022

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

29 March 2022

Quilter plc

Publication of Circular relating to return of capital to shareholders and Notice of General Meeting

As announced on 9 March 2022, Quilter plc ("Quilter" or the "Company") intends to return GBP328 million to the 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.

The Company intends to implement this return of capital through the issue and redemption of a new class of redeemable B shares (the "B Share Scheme"), which will be accompanied by a 6 for 7 share consolidation of the Company's existing ordinary share capital (the "Share Consolidation"). The B Share Scheme and Share Consolidation are subject to the approval of the Shareholders and, accordingly, the following documentation has been published on Quilter's website at plc.quilter.com/gm and will (as applicable, depending on mailing preferences) shortly be posted to the Shareholders:

-- an explanatory Circular regarding the B Share Scheme and the Share Consolidation (the "Circular"), containing a notice convening a General Meeting of the Company (the "Notice of General Meeting");

-- a helpful shareholder guide regarding the B Share Scheme and the Share Consolidation for Shareholders on our UK share register; and

-- a helpful shareholder guide regarding the B Share Scheme and the Share Consolidation for Shareholders on our South African share register.

Shareholders will also be sent a personalised proxy form/voting instruction form for use in respect of the resolutions to be proposed at the General Meeting.

The Company's General Meeting to approve the B Share Scheme, Share Consolidation and associated resolutions regarding the share capital of the Company will be held at 11:30 a.m. (UK time) / 12:30 p.m. (SA time) on Thursday 12 May 2022 ( or after the conclusion of the Company's Annual General Meeting on Thursday 12 May 2022, whichever is later) at Senator House, 85 Queen Victoria Street, London, EC4V 4AB , United Kingdom. The resolutions are set out in the Circular and the Notice of General Meeting.

Circular and the Notice of General Meeting

The Circular and the Notice of General Meeting can be found on Quilter's website at plc.quilter.com/gm . A copy of the Circular and the Notice of General Meeting will also be submitted to the National Storage Mechanism and will shortly be available for inspection at http://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The attention of Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of a jurisdiction other than the United Kingdom or who have a registered address which is not in the United Kingdom (for the avoidance of doubt, including Shareholders who are resident in the Channel Islands or the Isle of Man) ("Overseas Shareholder") is drawn to paragraph 8 of Part II of the Circular.

Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of other jurisdictions should consult their professional advisers to ascertain whether the issue, holding, redemption or disposal of the B Shares will be subject to any restrictions or require compliance with any formalities imposed by the laws or regulations of, or any body or authority located in, the jurisdiction in which they are resident or to which they are subject. In particular, it is the responsibility of any Overseas Shareholder to satisfy itself as to full observance of the laws of each relevant jurisdiction in connection with the B Share Scheme, including the obtaining of any government, exchange control or other consents which may be required, or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes or duties in such jurisdiction.

Expected timetable and settlement

It is expected that the timetable will be as follows:

 
  Transfers to and from the South African            Wednesday 9 March to 
   Branch Register suspended                          Wednesday 25 May 2022 
  Record date for the mailing of the Circular,       Friday 25 March 2022 
   the Notice of General Meeting and the 
   Proxy Forms / Voting Instruction Forms 
  Publication of the Circular, the Notice            Tuesday 29 March 2022 
   of General Meeting and the Proxy Forms 
   / Voting Instruction Forms 
  Mailing of the Circular, the Notice of             On or before Wednesday 
   General Meeting and the Proxy Forms /              6 April 2022 
   Voting Instruction Forms 
  Last date to trade on the Johannesburg             Thursday 5 May 2022 
   Stock Exchange for entitlement to vote 
   at the General Meeting 
 
  Latest time and date for receipt of Proxy          11:30 a.m. (UK time) 
   Forms / Voting Instruction Forms                   / 12:30 p.m. (SA time) 
                                                      on Tuesday 10 May 2022 
  Latest time and date for receipt of CREST          11:30 a.m. (UK time) 
   Proxy Instructions                                 / 12:30 p.m. (SA time) 
                                                      on Tuesday 10 May 2022 
  Record time and date for Shareholder               6:30 p.m. (UK time) 
   entitlement to vote at the General Meeting         / 7:30 p.m. (SA time) 
                                                      on Tuesday 10 May 2022 
  General Meeting                                    11:30 a.m. (UK time) 
                                                      / 12:30 p.m. (SA time) 
                                                      on Thursday 12 May 2022 
                                                      (1) 
   Additional principal events for UK Shareholders on the London 
    Stock Exchange 
  Record time for entitlement to B Shares            6:00 p.m. (UK time) 
   and the Share Consolidation in respect             on Friday 20 May 2022 
   of Existing Ordinary Shares 
  Amendment of listing of Existing Ordinary          by 8:00 a.m. (UK time) 
   Shares on the London Stock Exchange                on Monday 23 May 2022 
  Ex-entitlement Date for B Shares and               8:00 a.m. (UK time) 
   the Share Consolidation in respect of              on Monday 23 May 2022 
   Existing Ordinary Shares 
 
  New Ordinary Shares admitted to the Official       8:00 a.m. (UK time) 
   List and to trading on the London Stock            on Monday 23 May 2022 
   Exchange 
  B Shares issued equal to number of Existing        8:00 a.m. (UK time) 
   Ordinary Shares held at the record time            on Monday 23 May 2022 
  CREST accounts credited with New Ordinary          Monday 23 May 2022 
   Shares 
  Expected redemption and cancellation               Tuesday 24 May 2022 
   of B Shares 
  Despatch of payments by UK Registrar               by Monday 6 June 2022 
   and CREST accounts credited in respect 
   of proceeds, if B Shares redeemed on 
   Tuesday 24 May 2022 
  Despatch of share certificates in respect          by Monday 6 June 2022 
   of New Ordinary Shares by UK Registrar 
   Additional principal events for South African Shareholders on 
    the Johannesburg Stock Exchange 
 
  Finalisation Date                                  Thursday 12 May 2022 
  Last date to trade in Existing Ordinary            Friday 20 May 2022 
   Shares on the Johannesburg Stock Exchange 
   before record date for entitlement to 
   B Shares and the Share Consolidation 
   in respect of Existing Ordinary Shares 
  Amendment of listing of Existing Ordinary          by 9:00 a.m. (SA time) 
   Shares on the Johannesburg Stock Exchange          on Monday 23 May 2022 
  Ex-entitlement Date for B Shares and               9:00 a.m. (SA time) 
   the Share Consolidation in respect of              on Monday 23 May 2022 
   Existing Ordinary Shares 
 
  New Ordinary Shares admitted to the Main           9:00 a.m. (SA time) 
   Board of the Johannesburg Stock Exchange           on Monday 23 May 2022 
   and to commence trading on the Johannesburg 
   Stock Exchange under a new ISIN number 
   GB00BNHSJN34 
  B Shares issued equal to number of Existing        9:00 a.m. (SA time) 
   Ordinary Shares held at the record time            on Monday 23 May 2022 
  Expected redemption and cancellation               Tuesday 24 May 2022 
   of B Shares 
  Record date on the Johannesburg Stock              Wednesday 25 May 2022 
   Exchange for settlement purposes for 
   entitlement to B Shares and the Share 
   Consolidation 
  Strate accounts credited with New Ordinary         Thursday 26 May 2022 
   Shares 
  Despatch of payments by SA Registrar               by Monday 6 June 2022 
   and Strate accounts credited in respect 
   of proceeds, if B Shares redeemed on 
   24 May 
  Despatch of share certificates in respect          by Monday 6 June 2022 
   of New Ordinary Shares by SA Registrar 
 

Notes:

   1.    Or after the conclusion of the 2022 AGM, whichever is later. 

2. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through the Regulatory News Service of the London Stock Exchange and the Stock Exchange News Service of the Johannesburg Stock Exchange.

   3.    Unless otherwise stated, all references to time in this announcement are to London time. 

4. All events in the above timetable following the holding of the General Meeting are conditional on the passing of the Resolutions at such meeting and all events in the above timetable following the Admission Date are conditional upon Admission.

5. No dematerialisation or rematerialisation of share certificates may occur between Monday 23 May 2022 and Wednesday 25 May 2022, both dates inclusive.

6. Johannesburg Stock Exchange timetable adjusted to align the Admission Date and commencement of trading in New Ordinary Shares, as well as the issue of B Shares on both the London Stock Exchange and the Johannesburg Stock Exchange.

7. The fractional entitlement price in relation to SA Shareholders will be announced by 11:00 a.m. (SA time) on Tuesday 24 May 2022, based on the volume weighed price of New Ordinary Shares traded on the Johannesburg Stock Exchange on Monday 23 May 2022, discounted by 10%.

Please refer to the Circular for defined terms, the detailed timetable and other dates relevant to the B Share Scheme and the Share Consolidation.

Under the expected timetable of events, Shareholders entitled to receive payments in respect of the proceeds from the B Share Scheme will be sent payments either by way of electronic payment to any mandated accounts or by cheque or, if Shareholders hold their shares in CREST or Strate, will have their CREST or Strate accounts credited, as applicable, on or before Monday 6 June 2022. Shareholders on our UK share register will receive their proceeds in pounds sterling and shareholders on our South African register will receive their proceeds in rand. Further details of the settlement process are set out in paragraph 11 of Part II of the Circular.

Enquiries

Investor Relations:

   John-Paul Crutchley                      [phone] 
   Keilah Codd                                  [phone] 

Media:

   Tim Skelton-Smith                        [phone] 

Camarco

   Geoffrey Pelham-Lane                  [phone] 

Company Secretary:

   Patrick Gonsalves                            [phone] 

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 GBP111.8 billion in customer investments (as at 31 December 2021).

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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March 29, 2022 07:00 ET (11:00 GMT)