TIDMQLT
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 GBP16.1 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 Odd-lot Offer opens and Odd-lot Offer
2023 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 Odd-lot Offer closes for Odd-lot Holders
at 12:00pm (SA time) 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 Shares trade "ex" the Odd-lot Offer in
2023 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 Results of the Odd-lot Offer announced
2023 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
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 GBP101.7 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFIFFAAAITLIV
(END) Dow Jones Newswires
September 18, 2023 06:00 ET (10:00 GMT)
Quilter (LSE:QLT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Quilter (LSE:QLT)
Historical Stock Chart
From Jul 2023 to Jul 2024
