Odd-lot Offer Price and Tax Treatment

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: [phone]
Clare Barrett - Company Secretary	Tel: [phone]

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: [phone]* 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: [e-mail] Tel: [phone] 154 6566 (calling from South Africa) Tel: [phone] (calling from overseas)

Shareholders in Namibia
Transfer Secretaries (Pty) Limited	Transfer Secretaries (Pty) Limited, PO Box 2401, Windhoek, Namibia Email: [e-mail] Tel: [phone]

Shareholders in Malawi
National Bank of Malawi plc	National Bank of Malawi plc, Legal Department, PO Box 945, Blantyre, Malawi Email: [e-mail] Tel: [phone]

Shareholders in Zimbabwe
Corpserve Registrars (Private) Ltd	Corpserve Registrars (Private) Ltd, PO Box 2208 Harare, Zimbabwe Email: [e-mail] Tel: [phone]

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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