REG - Quilter PLC - Launch of Odd-lot Offer

QuilterAnnouncement

18/09/2023 11:00

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RNS Number : 7690M  Quilter PLC  18 September 2023

FOR IMMEDIATE RELEASE

18 September 2023

Quilter plc

 

Launch of Odd-lot Offer

 

Quilter plc ("Quilter" or the "Company") announces that it has today launched
an Odd-lot Offer, pursuant to which shareholders holding fewer than 200
ordinary shares in Quilter (the "Odd-lot Holders") will be offered the
opportunity to sell their shares at a 5% premium to the market price.

 

Background and reasons for the Odd-lot Offer

At the Company's Annual General Meeting held on Thursday 18 May 2023 (the
"2023 AGM"), shareholders authorised the Directors to make and implement an
Odd-lot Offer at any time within the 18 month period following the 2023 AGM.

The history of the Company, which includes the original demutualisation and
listing of Old Mutual plc in 1999 and the managed separation of the Company
from Old Mutual plc implemented on 25 June 2018, has resulted in it having an
unusually large number of small shareholders for a company of its size.  The
Company carried out an Odd-lot Offer in the first half of 2020 for
shareholders holding fewer than 100 shares. However, following a six for seven
Share Consolidation, which took place in May 2022, the number of shareholders
holding fewer than 200 shares has increased. Quilter still has more than
200,000 shareholders on the share register, of which approximately 134,000
(67%) are small shareholders who hold fewer than 200 ordinary shares and, in
aggregate, represent 1.21% of the total number of ordinary shares in issue.

The recurring costs of administration resulting from the relatively large
number of shareholders (including elevated printing and postage costs) are
disproportionate to the size of a small shareholding and affect shareholders
as a whole. By carrying out an Odd-lot Offer, the Directors will be able to
engage with active shareholders, and help them to manage their shares
efficiently and support those Odd-lot Holders who wish to divest themselves of
their shares at a 5% premium.

ELIGIBLE SHAREHOLDERS CAN ELECT TO RETAIN THEIR SHAREHOLDING IN QUILTER, IF
THEY CHOOSE.

The maximum number of ordinary shares eligible to participate in the Odd-lot
Offer is approximately 17 million, representing 1.21% of the ordinary shares
in issue as at Friday 15 September 2023.  If all eligible Odd-lot Holders
were to participate in the Odd-lot Offer, the maximum cash consideration
payable to such Odd-lot Holders, based on a closing price of 90.1 pence, would
be up to approximately £16.1 million.

 

Details of the Odd-lot Offer

Odd-lot Holders who:

(a)   are recorded on either the UK share register (the "UK Register") or
the South African share register (the "SA Register") as holding, in aggregate,
fewer than 200 ordinary shares in certificated form; or

(b)   in relation to the SA Register only, hold shares, either directly or
indirectly, on behalf of a person with a beneficial interest in fewer than 200
ordinary shares as a nominee in accordance with the rules and procedures of
Strate and that beneficial interest is either (I) recorded as such in the
relevant beneficial holder records maintained by a CSDP or broker and
disclosed to the Company or its agent via the disclosure of information on
beneficial holdings prescribed by the Strate Directive or (II) recorded as
such in the relevant beneficial holder records maintained by a Foreign Nominee
(as defined in the Notice of 2023 AGM) and disclosed by it to the Company or
its agent,

at the close of business on Friday 28 April 2023 (the "First Record Date") and
Friday 10 November 2023 (the "Second Record Date") will be entitled to
participate in the Odd-lot Offer.

 

Under the terms of the Odd-lot Offer, eligible Odd-lot Holders may elect to
either sell their ordinary shares to the Company at the Offer Price (as
defined below) or retain their ordinary shares.

 

If you are a shareholder holding an Odd-lot (other than an Odd-lot Holder in
CREST) and you do not take any action, once the Odd-lot Offer is closed, your
holding will automatically be acquired by the Company under the terms of the
Odd-lot Offer and the proceeds of the sale will be remitted to you following
receipt of the appropriate surrender documentation. No interest will be paid
on payments regardless of any delay in making such payments.

 

Odd-lot Holders who hold ordinary shares on the UK Register

Odd-lot Holders who hold ordinary shares on the UK Register in certificated
form and wish to retain their shareholding must complete a Form of Election /
Surrender (the "Form") which will be distributed to Odd-lot Holders and return
it to the Company's Registrar in the UK, Equiniti Limited (the "UK
Registrar"), to reach them before 1:00pm (UK time) on Friday 10 November 2023.
If the UK Registrar does not receive the completed Form in time, that Odd-lot
Holder will be deemed to have chosen to sell their shareholding to the Company
under the terms of the Odd-lot Offer.

Odd-lot Holders who hold their ordinary shares on the UK Register in
certificated form and wish to participate in the Odd-lot Offer should read and
complete the Form and return it to the Company's UK Registrar, to reach them
before 1:00pm (UK time) on Friday 10 November 2023.

If an Odd-lot Holder who holds their ordinary shares on the UK Register in
certificated form does not make an election to retain their Odd-lot shares,
those shares will automatically be acquired by the Company under the terms of
the Odd-lot Offer. However until such Odd-lot Holder makes a claim and
surrenders their share certificate(s), the money owing to them (being the
proceeds of the sale of their Odd-lot holding) will be held by the Company on
their behalf.

If an Odd-lot Holder who holds their ordinary shares on the UK Register in
certificated form does not make an election to retain their Odd-lot shares,
their share certificate(s) will no longer be valid for trading after the
Second Record Date (as defined above) other than to receive the proceeds of
the sale of their Odd-lot holding (at the Offer Price (as defined below)) upon
surrender.

Odd-lot Holders who hold their ordinary shares on the UK Register, either
directly or via a nominee in a CREST account will not have their ordinary
shares acquired unless they rematerialised their ordinary shares in order to
participate in the Odd-lot Offer by the First Record Date.

Odd-lot Holders who hold ordinary shares on the SA Register

Shareholders who hold their shares in certificated form

Odd-lot Holders who hold ordinary shares on the SA Register in certificated
form and wish to retain their shareholding must complete a Form of
Election/Surrender (the "SA Election Form") which will be distributed to
Odd-lot Holders, select the option to retain their shareholding and return it
to the Company's Registrar in South Africa, JSE Investor Services (Pty)
Limited (the "SA Registrar"), to reach them before 12:00pm (SA time) on Friday
10  November 2023. If the SA Registrar does not receive the completed SA
Election Form in time, that Odd-lot Holder will be deemed to have chosen to
sell their shareholding to the Company under the terms of the Odd-lot Offer.

Odd-lot Holders who hold their ordinary shares on the SA Register in
certificated form and wish to participate in the Odd-lot Offer must complete
the SA Election Form, select the option to sell their shareholding and return
it and their share certificate(s) to the SA Registrar, to reach them before
12:00pm (SA time) on Friday 10 November 2023.

If a certificated Odd-lot Holder does not take any action, their shareholding
will automatically be acquired by the Company under the terms of the Odd-lot
Offer. However, until such Odd-lot Holder makes a claim and surrenders their
share certificate(s), the money owing to them (being the proceeds of the sale
of their Odd-lot holding) will be held by the Company on their behalf.

If a certificated Odd-lot Holder does not make an election to retain their
Odd-lot holding, their share certificate(s) will no longer be valid for
trading after the Second Record Date (as defined above) other than to receive
the proceeds of the sale of their Odd-lot holding (at the Offer Price (as
defined below)) upon surrender.

 

Shareholders who hold their shares through Pacific Custodians Nominees (RF)
Proprietary Limited, National Bank of Malawi Nominees Limited or Corpserve
Nominees (Private) Limited (the "Nominees").

Odd-lot Holders who hold ordinary shares on the SA Register through the
Nominees and wish to retain their shareholding must complete a Form of
Election which will be distributed to Odd-lot Holders, select the option to
retain their shareholding and return it to the Company's relevant Registrar,
as detailed on the Form of Election, to reach them before 12:00pm (SA time) on
Monday 6 November 2023. If the relevant Registrar does not receive the
completed Form of Election in time, that Odd-lot Holder will be deemed to have
chosen to sell their shareholding to the Company under the terms of the
Odd-lot Offer.

Odd-lot Holders who hold their ordinary shares on the SA Register through the
Nominees and wish to participate in the Odd-lot Offer must complete the Form
of Election, select the option to sell their shareholding and return it to the
relevant Registrar, to reach them before 12:00pm (SA time) on Monday 6
November 2023.

If an Odd-lot Holder who holds their shares through the Nominees does not take
any action, their shareholding will automatically be acquired by the Company
under the terms of the Odd-lot Offer and proceeds of the sale will be sent to
shareholders by direct credit provided bank details are held.  If bank
details are not held, proceeds will be withheld until such time that
shareholders update their banking information.

Shareholders who hold their shares through a CSDP or broker

In respect of Odd-lot Holders of ordinary shares on the SA Register that have
dematerialised their ordinary shares in the Company with or without "own name"
registration, their CSDP or broker is obliged to contact them in the manner
stipulated in the agreement concluded between the Odd-lot Holder and the CSDP
or broker to determine the choice the Odd-lot Holder wishes to make in terms
of the Odd-lot Offer and thereafter to advise the SA Registrar of such choice
in accordance with the Odd-lot Holder's instructions.

If an Odd-lot Holder's CSDP or broker does not obtain instructions regarding
the Odd-lot Holder's choice, it will be obliged to make an election on behalf
of the Odd-lot Holder in accordance with the instructions contained in the
agreement concluded between the Odd-lot Holder and the CSDP or broker.

An Odd-lot Holder that has dematerialised their ordinary shares in the Company
with or without "own name" registration must not complete the SA Election
Form.

 

Offer Price

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:

(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 an 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 the
implementation of the Odd-lot Offer takes effect. 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.

It is expected that payment will be made on Monday 27 November 2023, at the
risk of the relevant Odd-lot Holder.

Timetable

 Date                                         Event
 Friday 28 April 2023                         First Record Date, being the first date on which a shareholder must be an
                                              Odd-lot Holder to be eligible to participate in the Odd-lot Offer.
 Monday 18 September 2023                     Odd-lot Offer opens and Odd-lot Offer documents are made available to Odd-lot
                                              Holders.
 Friday 20 October 2023                       Finalisation announcement including the Offer Price, currency conversion, tax
                                              treatment and key future dates announced on the LSE and JSE.
 Monday 6 November 2023 at 12:00pm (SA time)  Odd-lot Offer closes for Odd-lot Holders who hold their shares through Pacific
                                              Custodians Nominees (RF) Proprietary Limited (South Africa and Namibia),
                                              Malawi shareholders holding shares through National Bank of Malawi Nominees
                                              Limited and Zimbabwe shareholders holding shares through Corpserve Nominees
                                              (Private) Limited.
 Tuesday 7 November 2023                      Last day to trade to participate in the Odd-lot Offer in South Africa.
 Wednesday 8 November 2023                    Shares trade "ex" the Odd-lot Offer in South Africa.
 Friday 10 November 2023                      Odd-lot Offer closes for Odd-lot Holders who hold their shares on the UK
                                              Register and on the SA Register.

                                              Deadline for Election / Surrender Forms to reach the Company's Registrars by
                                              1:00pm (UK time)/12:00pm (SA time).
 Friday 10 November 2023                      Second Record Date, being the second date on which a shareholder must be an
                                              Odd-lot Holder to be eligible to participate in the Odd-lot Offer.
 Thursday 16 November 2023                    Results of the Odd-lot Offer announced to the LSE and the JSE.
 Monday 27 November 2023                      Implementation of the Odd-lot Offer takes effect and payment 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 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

                                              ·    Eligible certificated holders who have accepted the Odd-lot Offer
                                              will be paid as per the payment instructions held by our Registrars.

 

Further information

Further information regarding the Odd-lot Offer and a related Election /
Surrender Form will be sent to eligible Odd-lot Holders. Details of the
background to and reasons for the Odd-lot Offer and other useful information
can be found on the Company's website plc.quilter.com/OLO. If you require a
hard copy of this information, please contact the UK or SA Registrars using
the contact details on our website: plc.quilter.com/contact-us/shareholders/

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.  The Directors shall also be entitled to refuse to implement the
purchase of shares pursuant to an Odd-lot Offer in respect of any shareholder
whom the Directors in their absolute discretion believe has either (i) become
a holder of an Odd-lot in order to take advantage of such Odd-lot Offer or
(ii) split their existing shareholding in order to participate in such Odd-lot
Offer, and such shareholder will have no claim against the Company or any
Director arising out of or in connection with such refusal.

 

Financial effects of the Odd-lot Offer

As at the First Record Date, the number of ordinary shares eligible to
participate in the Odd-lot Offer was approximately 17 million.  As of Friday
15 September 2023, that represented 1.21% of the issued share capital of the
Company. The Odd-lot shares purchased by the Company will be held in Treasury
and will be used to satisfy future awards under the Company's share plans.
Therefore, the Odd-lot Offer and the potential buyback of ordinary shares by
the Company pursuant to such Odd-lot Offer is not expected to have a
significant effect on the earnings, headline earnings per ordinary share, net
asset value or tangible net asset value per ordinary share of the Company.

 

Taxation

Shareholders should take into account the tax implications for them of
participating in the Odd-lot Offer. 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 will be made available on the
Company's website plc.quilter.com/OLO. Shareholders who are in any doubt as to
their own tax position should consult their own professional adviser.

Notes:

1.    The above dates and times are subject to change. Any changes will be
announced to the LSE and JSE.

2.    To be eligible to participate in the Odd-lot Offer, a shareholder
must be (a) a certificated holder holding in aggregate fewer than 200 Ordinary
Shares in the Company (whether on the main register or on the South African
branch of the register); or (b) in relation to the SA Register only, holding
shares, either directly or indirectly, on behalf of a person with a beneficial
interest in fewer than 200 Ordinary Shares as a nominee in accordance with the
rules and procedures of Strate and that beneficial interest is either (I)
recorded as such in the relevant beneficial holder records maintained by a
CSDP or broker and disclosed to the Company or its agent via the disclosure of
information on beneficial holdings prescribed by the Strate Directive or (II)
recorded as such in the relevant beneficial holder records maintained by a
Foreign Nominee and disclosed by it to the Company or its agent at the close
of business on both the First and the Second Record Dates.

3.    Shareholders may not dematerialise or rematerialise their ordinary
shares recorded on the SA Register between Tuesday 7 November 2023 and Friday
10 November 2023, both days inclusive.

 

Enquiries:

Quilter

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

 Clare Barrett - Company Secretary                 Tel: + 44 (0)7741 384 512

 

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 (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) Limited  JSE Investor Services (Pty) Limited, PO Box 10462, Johannesburg, 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) Limited  Transfer Secretaries (Pty) Limited, PO Box 2401, Windhoek, Namibia

                                     Email: ts@nsx.com.na

                                     Tel: +264 (0) 61 227 647

 

 Shareholders in Malawi
 National Bank of Malawi plc  National Bank of Malawi plc, Legal Department, PO Box 945, Blantyre, Malawi

                              Email: legal@natbankmw.com

                              Tel: +265 (0) 182 0622

 

 Shareholders in Zimbabwe
 Corpserve Registrars (Private) Ltd  Corpserve Registrars (Private) Ltd, PO Box 2208 Harare, Zimbabwe

                                     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 £101.7 billion in customer investments (as at 30 June 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.

 

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