Regulatory Filings • Jun 25, 2018
Regulatory Filings
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IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the attached document relating to Quilter plc (the "Company") dated 25 June 2018 (the "Pricing Statement") and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Pricing Statement accessed from this page or otherwise received as a result of such access. In accessing the Pricing Statement, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Pricing Statement. You acknowledge that this electronic transmission and the delivery of the Pricing Statement is confidential and intended for you only and you agree you will not forward, reproduce or publish this electronic transmission or the Pricing Statement whether electronically or otherwise to any other person. The Pricing Statement has been prepared solely in connection with the offer to certain investors (the "Offer") of ordinary shares (the "Ordinary Shares") of the Company.
Applications have been made to the Financial Conduct Authority (the "FCA") for all of the Ordinary Shares of the Company to be admitted to listing on the premium listing segment of the Official List of the FCA and to the London Stock Exchange plc (the "London Stock Exchange") for all the Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities, and to the JSE Limited (the "JSE") for the secondary inward listing of such Ordinary Shares on the Main Board of the JSE (together, "Admission"). The Pricing Statement has been prepared in accordance with the Prospectus Rules made under section 73A of the Financial Services and Markets Act 2000 (the "FSMA"). The Pricing Statement has been published and is available from the Company's registered office and on the Company's website at https://www.quilter.com/investor-relations/.
Other related disclosures are expected to be published on this website. Prospective investors are advised to access such information prior to making an investment decision.
THIS ELECTRONIC TRANSMISSION AND THE PRICING STATEMENT MAY ONLY BE DISTRIBUTED IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE US SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") OR WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE US SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PRICING STATEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THE PRICING STATEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THE ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB AS DEFINED IN, OR IN RELIANCE ON, RULE 144A, OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
CANADIAN INVESTORS ARE ADVISED THAT THIS EMAIL AND THE DOCUMENT ATTACHED HERETO MAY ONLY BE TRANSMITTED IN THOSE JURISDICTIONS IN CANADA AND TO THOSE PERSONS WHERE AND TO WHOM THEY MAY BE LAWFULLY OFFERED FOR SALE, AND THEREIN ONLY BY PERSONS PERMITTED TO SELL SUCH SECURITIES. THE DOCUMENT ATTACHED HERETO IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR A PUBLIC OFFERING IN CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THE DOCUMENT ATTACHED HERETO OR THE MERITS OF THE SECURITIES DESCRIBED THEREIN AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. THE DISTRIBUTION OF THE SECURITIES CONTAINED IN THE DOCUMENT ATTACHED HERETO IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY AND IS EXEMPT FROM THE REQUIREMENT THAT THE COMPANY PREPARE AND FILE A PROSPECTUS WITH THE RELEVANT CANADIAN SECURITIES REGULATORY AUTHORITIES.
ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THE PRICING STATEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
This electronic transmission and the Pricing Statement, and the Offer when made, are only addressed to and directed at persons in member states of the European Economic Area (the "EEA"), other than the United Kingdom, who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU to the extent implemented in a relevant member state of the EEA) ("Qualified Investors"). In addition, in the United Kingdom, this electronic transmission and the Pricing Statement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This electronic transmission and the Pricing Statement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which the Pricing Statement relates is available only to (i) in the United Kingdom, relevant persons, and, (ii) in any member state of the EEA, other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.
In South Africa, the Offer will only be made by way of a private placement to, and be capable of acceptance by: (i) persons falling within the exemptions set out in section 96(1)(a); and/or (ii) selected persons, acting as principal, acquiring Ordinary Shares for a contemplated total acquisition cost of R1 million or more, as envisaged in section 96(1)(b), of the South African Companies Act, 2008 ("South African Companies Act") and to whom the Offer will specifically be addressed ("South African Qualifying Investors"), and the Pricing Statement is only being made available to such South African Qualifying Investors. The Offer does not constitute an offer for the sale of or subscription for, or the advertisement or the solicitation of an offer to buy and/or to subscribe for, Ordinary Shares to the public as defined in the South African Companies Act and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the South African Companies Act. Should any person who is not a South African Qualifying Investor receive the Pricing Statement, they should not and will not be entitled to acquire any Ordinary Shares or otherwise act thereon. The Pricing Statement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act or an advertisement in terms of section 98 of the South African Companies Act. Accordingly, the Pricing Statement does not comply with the substance and form requirements for prospectuses or advertisements set out in the South African Companies Act and the South African Companies Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority. Information made available in the Pricing Statement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act 37 of 2002 (as amended) ("FAIS Act") and should not be considered as "advice" as defined in the FAIS Act or an express or implied recommendation, guidance or proposal that any particular transaction in respect of the Ordinary Shares is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in the document should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
For investors in British Columbia, Alberta, Ontario and Quebec (the "Relevant Provinces"): You acknowledge and agree that: (a) the securities described in the Pricing Statement are only being distributed to investors located or resident in the Relevant Provinces; (b) you are (i) an "accredited investor" as such term is defined in National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario), as applicable; (ii) you are a "permitted client" as such term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; and (iii) you are not an individual; and (c) where required by law, you are either participating in the offering as principal for your own account or are deemed to be participating in the offering as principal in accordance with applicable law and not as agent for the benefit of another person.
Confirmation of Your Representation: This electronic transmission and the Pricing Statement is delivered to you on the basis that you are deemed to have represented to the Company, Old Mutual plc (the "Selling Shareholder"), Merrill Lynch International ("BofA Merrill Lynch"), Goldman Sachs International ("Goldman Sachs"), J.P. Morgan Securities plc (which conducts its UK investment banking activities under the marketing name J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), Merrill Lynch South Africa Proprietary Limited ("Merrill Lynch South Africa"), BNP Paribas ("BNP Paribas") and Avior Capital Markets Proprietary Ltd ("Avior Capital Markets") (together, the "Underwriters") that (i) you are (a) a QIB acquiring such securities for its own account or for the account of another QIB or (b) acting on behalf of, or you are an institutional investor outside the United States acquiring such securities in "offshore transactions", as defined in, and in reliance on, Regulation S under the Securities Act; (ii) if you are in the United Kingdom you are a relevant person, and/or a relevant person who is acting on behalf of relevant persons in the United Kingdom and/or Qualified Investors to the extent you are acting on behalf of persons or entities in the United Kingdom or the EEA; (iii) if you are in any member state of the EEA other than the United Kingdom, you are a Qualified Investor and/or a Qualified Investor acting on behalf of Qualified Investors, to the extent you are acting on behalf of persons or entities in the EEA; (iv) the Ordinary Shares acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in any member state of the EEA which has implemented the Prospectus Directive to Qualified Investors (as defined in the Prospectus Directive) or the UK; and (v) if you are not in the United States, the UK or the EEA, you are an institutional investor that is eligible to receive this document and you consent to delivery by electronic transmission.
Restriction: Nothing in this electronic transmission constitutes, and may not be used in connection with, an offer of securities for sale to persons other than the specified categories of prospective investors described above and to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.
You are reminded that you have received this electronic transmission and the Pricing Statement on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this document, electronically or otherwise, to any other person. This document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Company, the Underwriters, nor any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. By accessing the Pricing Statement, you consent to receiving it in electronic form. None of the Underwriters nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the Pricing Statement or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the Ordinary Shares. The Underwriters and each of their respective affiliates, each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of such document or any such statement. No representation or warranty express or implied, is made by any of the Underwriters and/or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in the Pricing Statement.
The Underwriters are acting exclusively for the Company and no one else in connection with the Offer. They will not regard any other person (whether or not a recipient of this document) as their client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer or any transaction or arrangement referred to in the Pricing Statement.
You are responsible for protecting against viruses and other destructive items. Your receipt of this document via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
This document comprises a pricing statement (the "Pricing Statement") relating to Quilter plc (the "Company"), prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") and the listings requirements of the JSE Limited (the "JSE") (the "JSE Listings Requirements"), and has been prepared in connection with the offer of ordinary shares of £0.07 each in the Company (the "Ordinary Shares") to certain institutional investors (the "Offer") and the Company's separation from Old Mutual plc.
This Pricing Statement must be read in conjunction with the prospectus published on 20 April 2018 (the "Prospectus"), the supplementary prospectus and trading update for the first quarter of 2018 published on 30 April 2018 (the "Q1 Results Supplement") and the price range supplementary prospectus published on 11 June 2018 (the "Price Range Supplement"). Capitalised terms used in this document and not defined herein have the same meaning as given to them in the Prospectus, the Q1 Results Supplement or the Price Range Supplement (as applicable). Investors should not subscribe for or purchase any Ordinary Shares on the basis of this document alone and should refer to information in the Prospectus, in particular Part I – "Risk Factors", the Q1 Results Supplement and the Price Range Supplement. Copies of the Prospectus, the Q1 Results Supplement and the Price Range Supplement are available for inspection on the Company's website at https://www.quilter.com/investor-relations/.
Applications have been made to the FCA for all of the Ordinary Shares of the Company to be admitted to listing on the premium listing segment of the Official List of the FCA and to the London Stock Exchange plc (the "London Stock Exchange") and the JSE for all the Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (the "Main Market") and the Main Board of the JSE, respectively (together, "Admission"). The JSE has granted a secondary inward listing of the Ordinary Shares in the "Asset Managers" sub-sector of the JSE List under the abbreviated name Quilter, Alpha code QLT and ISIN GB00BDCXV269 subject to the fulfilment of certain conditions (including the Company having satisfied the requirements of the JSE Listings Requirements regarding the spread of shareholders on the South African branch share register being public shareholders holding not less than 20% of the issued ordinary share capital of the Company at the point of listing on the JSE). The Financial Surveillance Department of the South African Reserve Bank ("FinSurv") has approved the inward listing of the Company on the Main Board of the JSE, and classified the inward listed Ordinary Shares as 'domestic' for South African exchange control purposes.
It is expected that Admission to listing and trading on the London Stock Exchange will become effective and that unconditional dealings in the Ordinary Shares will commence at 8:00 a.m. (London) on 25 June 2018. It is expected that Admission to listing and trading on the Main Board of the JSE will become effective and that unconditional dealings in the Ordinary Shares will commence at 9:00 a.m. (South Africa) on 25 June 2018. No application is currently intended to be made for the Ordinary Shares to be admitted to listing or dealing on any other exchange.
The Ordinary Shares will only be traded on the JSE as dematerialised shares and, accordingly, no documents of title will be issued to successful applicants who wish to apply for Ordinary Shares.
(previously Old Mutual Wealth Management Limited) (Incorporated under the Companies Act 1985 with registered number 06404270 and re-registered as a public limited company under the Companies Act 2006) Offer of 165,010,507 Ordinary Shares of £0.07 each at an Offer Price of 145 pence per Ordinary Share and admission to listing on the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange and the Main Board of the JSE
| Joint Global Coordinators and Joint Bookrunners | ||
|---|---|---|
| BofA Merrill Lynch | Goldman Sachs International | J.P. Morgan Cazenove |
| UK Sponsors | JSE Sponsor | |
| BofA Merrill Lynch | J.P. Morgan Cazenove | Merrill Lynch South Africa |
| Lead Manager | Joint Bookrunner | |
| Avior Capital Markets | BNP PARIBAS | |
| _____ |
| Aggregate Nominal Value of | ||
|---|---|---|
| Ordinary Shares of | Number | Issued Ordinary Shares |
| £0.07 each | 1,902,251,098 | £133,157,576.86 |
The Company will comply with its obligation to publish a further supplementary prospectus containing further updated information required by law or any regulatory authority, but assumes no further obligation to publish additional information.
Each of Merrill Lynch International ("BofA Merrill Lynch"), Goldman Sachs International ("Goldman Sachs"), J.P. Morgan Securities plc (which conducts its UK investment banking activities under the marketing name J.P. Morgan Cazenove) ("J.P. Morgan Cazenove", and together with BofA Merrill Lynch and Goldman Sachs, the "Joint Global Coordinators") is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA. Merrill Lynch South Africa Proprietary Limited ("Merrill Lynch South Africa") is regulated by the Johannesburg Stock Exchange, the South African Reserve Bank ("SARB") and the Financial Services Board of South Africa. Avior Capital Markets Proprietary Ltd ("Avior Capital Markets" and the "Lead Manager") is authorised and regulated by the JSE in South Africa. BNP Paribas ("BNP PARIBAS" and, together with the Joint Global Coordinators, the "Joint Bookrunners") is lead supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") (and its London Branch is authorised by the ECB, the ACPR and the PRA and subject to limited regulation by the FCA and the PRA). Each of the Joint Bookrunners, the Lead Manager and Merrill Lynch South Africa (together, the "Banks") is acting exclusively for the Company and no one else in connection with the Admission and Offer. None of the Banks will regard any other person (whether or not a recipient of the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the Offer or any transaction, matter, or arrangement referred to in the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement. None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement including their accuracy, completeness and verification or for any other statement made or purported to be made by them, or on their behalf, in connection with the Company, the Ordinary Shares or the Offer, and nothing contained in the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Accordingly, apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder, each of the Banks and each of their respective affiliates disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, delict, contract or otherwise which they might otherwise be found to have in respect of the Prospectus, the Q1 Results Supplement, the Price Range Supplement or this Pricing Statement or any such statement. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in the Prospectus, the Q1 Results Supplement, the Price Range Supplement or this Pricing Statement, and nothing in the Prospectus, the Q1 Results Supplement, the Price Range Supplement or this Pricing Statement will be relied upon as a promise or representation in this respect, whether or not to the past or future.
This Pricing Statement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful.
Any investor should only rely on the information in the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement. None of the Company, Old Mutual plc (the "Selling Shareholder"), the Banks or any of their respective representatives, is making any representation other than those contained in this Pricing Statement and, if given or made, such information or representations must not be relied on as having been so authorised. Neither the delivery of this Pricing Statement nor Admission nor any subsequent subscription or sale shall, under any circumstances, create any implication that there has been no change in the affairs of the Company set forth in this Pricing Statement or that the information in it is correct as of any date subsequent to the date hereof. The contents of this Pricing Statement should not be construed as legal, business, financial or tax advice. None of the Company, the Selling Shareholder, the Banks or any of their respective representatives, is making any representation to any prospective investor regarding the legality of an investment in the Ordinary Shares by such prospective investor under the laws applicable to such prospective investor. Each prospective investor should consult his, her or their own legal, business, financial or tax advisers for advice.
The investors also acknowledge that: (i) they have not relied on the Banks or any person affiliated with the Banks in connection with any investigation of the accuracy of any information contained in the Prospectus, the Q1 Results Supplement, the Price Range Supplement or this Pricing Statement or their investment decision; (ii) they have relied only on the information contained in the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement; and (iii) that no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries or the Ordinary Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, the Selling Shareholder or the Banks.
The Banks and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for the Company and the Selling Shareholder, for which they would have received customary fees. The Banks and any of their respective affiliates may provide such services to the Company and the Selling Shareholder and any of their respective affiliates in the future.
In connection with the Offer, each of the Banks and any of their respective affiliates, may take up a portion of the Ordinary Shares in the Offer as a principal position and in that capacity may retain, purchase or sell for its own account such securities and any Ordinary Shares or related investments and may offer or sell such Ordinary Shares or other investments otherwise than in connection with the Offer. Accordingly, references in the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement to Ordinary Shares being offered or placed should be read as including any offering or placement of Ordinary Shares to any of the Banks or any of their respective affiliates acting in such capacity. In addition certain of the Banks or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks (or their respective affiliates) may from time to time acquire, hold or dispose of Ordinary Shares. None of the Banks intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
In connection with the Offer, BofA Merrill Lynch and/or Merrill Lynch South Africa, as the context requires (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-thecounter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of dealings of the Ordinary Shares on the London Stock Exchange and ending no later than the 30th calendar day thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over allotments made and/or stabilisation transactions conducted in relation to the Offer.
In connection with the Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Offer (the "Over-allotment Shares"). For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such overallotments and/or from sales of Ordinary Shares effected by it during the stabilising period, it is expected that the Selling Shareholder will grant the Stabilising Manager an over-allotment option pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Offer at the Offer Price (the "Over-allotment Option"). The Over-allotment Option will be exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of dealings of the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Ordinary Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Ordinary Shares being issued or sold in the Offer and will form a single class for all purposes with the other Ordinary Shares.
The Offer is being made by way of an institutional offer by the Selling Shareholder (i) to certain institutional investors outside the United States in reliance on Regulation S ("Regulation S") under the US Securities Act of 1933, as amended (the "US Securities Act") and in accordance with locally applicable laws and regulations, and (ii) in the United States, only to qualified institutional buyers ("QIBs") in reliance on Rule 144A ("Rule 144A") under the US Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.
The Ordinary Shares have not been, nor will they be, registered under the US Securities Act or under the applicable securities laws or the regulations of any state of the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.
For so long as any of the Ordinary Shares are in issue and are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act, the Company will, during any period in which it is neither subject to section 13 or 15(d) under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), nor exempt from reporting under the US Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or beneficial owner of an Ordinary Share, or to any prospective purchaser of an Ordinary Share designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the US Securities Act.
NEITHER THE US SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION IN THE UNITED STATES NOR ANY OTHER US REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE ORDINARY SHARES OR PASSED UPON OR ENDORSED THE ACCURACY OR ADEQUACY OF THE PROSPECTUS, THE Q1 RESULTS SUPPLEMENT, THE PRICE RANGE SUPPLEMENT OR THIS PRICING STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
In South Africa, the Offer will only be made by the Selling Shareholder by way of separate private placements to (i) selected persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, 2008 (the "South African Companies Act") and (ii) selected persons, acting as principal, acquiring Ordinary Shares for a contemplated total acquisition cost of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act ("South African Qualifying Investors"), and to whom the Offer will specifically be addressed, and only by whom the Offer will be capable of acceptance, and the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement are only being made available to such South African Qualifying Investors. The Offer and the relevant information that pertains to such Offer in respect of each class of South African Qualifying Investor is combined in the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement for the sake of convenience only. Accordingly: (i) the Offer is not an offer to the public as contemplated in the South African Companies Act; (ii) none of the Prospectus, the Q1 Results Supplement, the Price Range Supplement nor this Pricing Statement constitute, or are intended to constitute, a prospectus prepared and registered under the South African Companies Act or an advertisement in terms of Section 98 of the South African Companies Act; and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission in respect of the Offer. As a result, the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement do not comply with the substance and form requirements for a prospectus or advertisements set out in the South African Companies Act and the South African Companies Regulations of 2011, and have not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority. The JSE has approved the Prospectus and has reviewed the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement.
The information contained in the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Offer Shares or in relation to the business or future investments of the Company is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in the Prospectus, the Q1 Results Supplement, the Price Range Supplement or this Pricing Statement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed as such under the FAIS Act.
The distribution of the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement in certain jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company, the Selling Shareholder or the Banks to permit a public offering of the Ordinary Shares, or possession or distribution of the Prospectus, the Q1 Results Supplement, the Price Range Supplement or this Pricing Statement (or any other offering or publicity materials relating to the Ordinary Shares) in any other jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, none of the Prospectus, the Q1 Results Supplement, the Price Range Supplement, this Pricing Statement, nor any advertisement may be distributed or published in any other jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession the Prospectus, the Q1 Results Supplement, the Price Range Supplement or this Pricing Statement comes are required by the Company and the Banks to inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement do not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. The Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Accordingly, subject to certain exceptions, the Ordinary Shares may not be offered or sold in Australia, Canada or Japan. For a description of these and certain further restrictions on offers, sales and transfers of the Ordinary Shares and the distribution of the Prospectus, the Q1 Results Supplement, the Price Range Supplement and this Pricing Statement, see Part XV – "Details of the Offer" of the Prospectus.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
Information contained on the Company's website or the contents of any website accessible from hyperlinks on the Company's website are not incorporated into and do not form part of the Prospectus, the Q1 Results Supplement, the Price Range Supplement or this Pricing Statement.
The date of this Pricing Statement is 25 June 2018.
| Offer Price 145 pence per Ordinary Share | |
|---|---|
| Offer Price (converted into South African rand) (1) 25.88 rand per Ordinary Share |
|
| Number of Ordinary Shares in issue on Admission 1,902,251,098 | |
| Number of Ordinary Shares distributed to shareholders of Old Mutual plc (2) | 1,647,349,451 |
| Number of Ordinary Shares to be sold pursuant to the NED Share Purchase Agreement and the SID Share Purchase Agreement 1,002,064 |
|
| Number of Offer Shares (3) 165,010,507 |
|
| Percentage of the issued Ordinary Share capital being offered in the Offer (3) | 8.7% |
| Number of Ordinary Shares subject to the Over-allotment Option 16,501,050 | |
| Estimated net proceeds of the Offer receivable by the Selling Shareholder (3)(4) | £229.6 million |
| Expected market capitalisation on Admission of the Company at the Offer Price (5) | £2,758 million |
__________
(2) The Selling Shareholder has distributed 1,647,349,451 Ordinary Shares to its shareholders pursuant to the first scheme of arrangement of the Selling Shareholder under Part 26 of the Companies Act 2006 (as described in the circular published by the Selling Shareholder dated 20 April 2018).
Notes:
(1) For investors purchasing Ordinary Shares in South Africa, the Offer Price was converted into South African rand at today's WM/Reuters 5:00 a.m. (London) FX fixing rates.
(3) Does not include the Over-allotment Shares that may be offered pursuant to the Over-allotment Option or the Ordinary Shares to be sold pursuant to the NED Share Purchase Agreement and the SID Share Purchase Agreement.
(4) Estimated gross proceeds have been calculated by multiplying the Offer Price in pence per Ordinary Share by the number of Offer Shares. Estimated net proceeds receivable by the Selling Shareholder are stated after deduction of underwriting commissions, other estimated offering-related fees and expenses, VAT and stamp duty payable by the Selling Shareholder of £9.63 million. The Company will not receive any of the proceeds from the sale of Ordinary Shares in the Offer, from the sale of Over-allotment Shares pursuant to the Overallotment Option or from the sale of Ordinary Shares pursuant to the NED Share Purchase Agreement and the SID Share Purchase Agreement.
(5) The market capitalisation of the Company at any given time will depend on the market price of the Ordinary Shares at that time. There can be no assurance that the market price of an Ordinary Share will be equal to or exceed the Offer Price.
1.1 The following table sets out the beneficial interests of each of the Non-Executive Directors and the Prospective Director (whose appointment will take effect from Admission, currently expected to occur at 8:00 a.m. (London) today, 25 June 2018) in Ordinary Shares immediately prior to Admission and immediately following Admission. As described in paragraph 6.3 of Part XVII – "Additional Information" of the Prospectus and paragraph 4.1 of Part III – "Additional Information" of the Price Range Supplement, certain Non-Executive Directors have agreed, conditional only on there being an Offer and Admission occurring, to acquire Ordinary Shares with a fixed sterling amount from the Selling Shareholder at a price equal to the Offer Price, pursuant to the NED Share Purchase Agreement and the SID Share Purchase Agreement, as applicable.
| Immediately before Admission (1) | Immediately following Admission | ||||
|---|---|---|---|---|---|
| Non-Executive Director/Prospective Director (2) |
Number of Ordinary Shares |
Percentage of issued Ordinary Share capital |
Number of Ordinary Shares |
Percentage of issued Ordinary Share capital 0.028% |
|
| Glyn Jones | 89,597 | 0.005% | 537,872 | ||
| Rosie Harris | 0 | 0.000% | 17,241 | 0.001% | |
| Moira Kilcoyne | 0 | 0.000% | 34,482 | 0.002% | |
| Jon Little 0 | 0.000% | 20,689 | 0.001% | ||
| George Reid | 0 | 0.000% | 20,689 | 0.001% | |
| Cathy Turner | 0 | 0.000% | 68,965 | 0.004% | |
| Ruth Markland (2) |
0 | 0.000% | 20,689 | 0.001% |
(1) Interests in Ordinary Shares immediately prior to Admission have been stated on the basis that the first step of Managed Separation described in Part XVI – "Managed Separation" of the Prospectus has been completed in full.
(2) As announced by the Company on 11 June 2018, the appointment of the Prospective Director, Ruth Markland, will take effect from Admission, currently expected to occur at 8:00 a.m. (London) today, 25 June 2018.
1.2 The following table sets out the beneficial interests of each of the Executive Directors and Senior Managers in Ordinary Shares immediately prior to Admission and immediately following Admission. The beneficial interests include interests in or derived from one or more of the following categories:
| Immediately before Admission (1) | Immediately following Admission | ||||
|---|---|---|---|---|---|
| Name | Number of Ordinary Shares |
Percentage of issued Ordinary Share capital |
Number of Ordinary Shares |
Percentage of issued Ordinary Share capital |
|
| Executive Directors | |||||
| Paul Feeney | 1,420,617 | 0.075% | 1,420,617 | 0.075% | |
| Tim Tookey | 2,314,531 | 0.122% | 2,314,531 | 0.122% |
| Mark Satchel 807,448 |
0.042% | 807,448 | 0.042% |
|---|---|---|---|
1,141,361 |
0.060% | 1,141,361 | 0.060% |
| 732,853 Steven Braudo |
0.039% | 732,853 | 0.039% |
| 238,381 | 0.013% | 238,381 | 0.013% |
| Paul Hucknall 614,877 |
0.032% | 614,877 | 0.032% |
| Steven Levin 643,822 |
0.034% | 643,822 | 0.034% |
| Paul Simpson 627,083 |
0.033% | 627,083 | 0.033% |
| 636,830 | 0.033% | 636,830 | 0.033% |
| 248,852 | 0.013% | 248,852 | 0.013% |
(1) Interests in Ordinary Shares immediately prior to Admission have been stated on the basis that the first step of Managed Separation described in Part XVI – "Managed Separation" of the Prospectus has been completed in full.
| Name | Plan | Awards to be granted Normal vesting date |
Percentage of issued Ordinary Share capital |
||
|---|---|---|---|---|---|
| Executive Directors | |||||
| Paul Feeney | PSP | 931,034 | 1 March 2021 | 0.049% | |
| Tim Tookey (1) PSP |
0 | N/A | N/A | ||
| Senior Managers | |||||
| Mark Satchel | PSP | 300,000 | 1 March 2021 | 0.016% | |
| Martin Baines | PSP | 293,103 | 1 March 2021 | 0.015% | |
| Steven Braudo PSP | 355,172 | 1 March 2021 | 0.019% | ||
| Matt Burton | PSP | 94,655 | 1 March 2021 | 0.005% | |
| Paul Hucknall | PSP | 275,862 | 1 March 2021 | 0.015% | |
| Steven Levin | PSP | 241,379 | 1 March 2021 | 0.013% | |
| Paul Simpson | PSP | 213,793 | 1 March 2021 | 0.011% | |
| Andy ThompsonPSP | 213,793 | 1 March 2021 | 0.011% | ||
| Iain Wright | PSP | 86,896 | 1 March 2021 | 0.005% |
(1) As described in paragraph 8.1.2 of Part XVII – "Additional Information" of the Prospectus, an equity award was made to Tim Tookey in lieu of any LTIP awards for the financial years 2017, 2018 and 2019. Tim Tookey is, therefore, not eligible to be considered for an LTIP award under the PSP until 2020.
1.5 Save as set out in the Prospectus as supplemented by the Price Range Supplement and this Pricing Statement, it is not expected that any Director, the Prospective Director or any Senior Manager will have any interest in the share or loan capital of the Company on Admission and there is no person to whom any capital of any member of the Group is under award or option or agreed unconditionally to be put under award or option.
2.1 In so far as it is known to the Company as at the date of this Pricing Statement, the following persons will, on Admission, be directly or indirectly interested (within the meaning of the Companies Act 2006) in 3% or more of the Company's issued share capital (being the threshold for notification of interests that will apply to shareholders as of Admission pursuant to Chapter 5 of the Disclosure and Transparency Rules):
| Interests in Ordinary Shares | ||||||
|---|---|---|---|---|---|---|
| immediately before | Ordinary Shares to be sold in | Interests in Ordinary Shares | ||||
| Shareholder | Admission | the Offer | following Admission | |||
| % of total | % of total | % of total | ||||
| No. | issued | No. | issued | No. | issued | |
| Old Mutual plc (1)(2)(3) | 182,513,621 | 9.6% | 165,010,507 | 8.7% | 16,501,050 | 0.9% |
| Public Investment | ||||||
| Corporation of the Republic | ||||||
| of South Africa(4) - |
- | - | - | 178,530,827 | 9.4% | |
| Coronation Asset | ||||||
| Management (Pty) Limited(4) | - | - | - | - | 100,659,452 | 5.3% |
| BlackRock Inc.(4) - |
- | - | - | 99,224,618 | 5.2% | |
| Norges Bank | - | - | - | - | 57,317,584 | 3.0% |
(1) The interests in Ordinary Shares of Old Mutual plc immediately before Admission have been stated on the basis that: (i) the first step of Managed Separation described above has been completed in full; and (ii) Old Mutual plc has sold 1,002,064 Ordinary Shares pursuant to the NED Share Purchase Agreement and the SID Share Purchase Agreement.
(2) The number of Ordinary Shares to be sold by the Selling Shareholder in the Offer does not include the Over-allotment Shares that may be offered pursuant to the Over-allotment Option or the Ordinary Shares to be sold pursuant to the NED Share Purchase Agreement and the SID Share Purchase Agreement.
In addition to those documents set out in paragraph 22 of Part XVII – "Additional Information" of the Prospectus, copies of this Pricing Statement, the Price Range Supplement and the Q1 Results Supplement will be available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of Admission at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD, UK, at the Company's registered office at Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ and at the offices of Merrill Lynch South Africa (Pty) Ltd, The Place, 1 Sandton Drive, Sandton, 2196 South Africa. In addition, this Pricing Statement, the Price Range Supplement and the Q1 Results Supplement are available in electronic form on the Company's website at https://www.quilter.com/investor-relations/, subject to certain access restrictions applicable to persons resident outside the UK.
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