REG - Quilter PLC - Odd-lot Offer Price and Tax Treatment

QuilterAnnouncement

20/10/2023 14:00

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RNS Number : 8400Q  Quilter PLC  20 October 2023

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

 

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 2023 at 1:00pm (UK time) / 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 date to trade to participate in the Odd-lot Offer in South Africa.

 Wednesday 8 November 2023                                        Shares trade 'ex' in the Odd-lot Offer in South Africa.
 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.

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

 Thursday 16  November 2023                                       Results of the Odd-lot Offer announced to the LSE and 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 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 Relations  Tel: +44 (0)7741 385 251

 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 (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 £101.4 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.

 

 

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