Result of General Meeting

RNS Number : 3204L

Quilter PLC

12 May 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

12 May 2022

Quilter plc

Results of General Meeting, Share Consolidation, amendment to Official List and Total Voting Rights

Further to the circular published by Quilter plc ("Quilter" or the "Company") on 29 March 2022 (the "Circular") and made available on Quilter's website at plc.quilter.com/gm, Quilter announces that at the General Meeting held today to approve the B Share Scheme and Share Consolidation, all resolutions proposed and set out in the Notice of General Meeting were passed by a strong majority. This follows the announcement on 9 March 2022 that Quilter intends to return £328 million to holders of its ordinary shares (the "Shareholders") in the form of a payment of 20 pence per ordinary share for Shareholders on our UK share register. For Shareholders on our South African share register this equates to a return of 401.33300 South African cents per ordinary share, using an exchange rate of 20.06665 South African cents to one pence, the average rate achieved on 7 and 8 March 2022. 

Accordingly, the Company announces that the B Shares will be issued, and the Company's Share Consolidation will become effective, on Monday 23 May 2022. A further announcement will be made on Monday 23 May 2022 regarding the issue of the B Shares. The redemption and cancellation of the B Shares is expected to occur on Tuesday 24 May 2022. 

The Share Consolidation will replace every 7 Existing Ordinary Shares of 7 pence each with 6 New Ordinary Shares of 8 1/6 pence each. Applications will be made to the FCA to amend the Official List, the London Stock Exchange to amend the trading line in respect of the New Ordinary Shares and the JSE for the secondary inward listing of such New Ordinary Shares on the Main Board of the JSE. It is expected that the New Ordinary Shares will commence trading on the London Stock Exchange at 8:00 a.m. (UK time) on Monday 23 May 2022 and on the Main Board of the JSE at 9:00 a.m. (SA time) on Monday 23 May 2022. The New Ordinary Shares will have an ISIN of GB00BNHSJN34 and a SEDOL of BNHSJN3.

Voting Rights

Prior to the Share Consolidation becoming effective, the Company's issued share capital is 1,638,123,085 ordinary shares of 7 pence each. For the purposes of the Disclosure Guidelines and Transparency Rules, the Company's issued share capital as at 8:00 a.m. (UK time) on Monday 23 May 2022 (the effective time of the Share Consolidation) will consist of 1,404,105,498 New Ordinary Shares of 8 1/6 pence each and the total number of voting rights in the Company will be 1,404,105,498. The decrease in the issued share capital and total voting rights results from the Share Consolidation.

General Meeting poll results

A poll was conducted on each Resolution proposed at the General Meeting. Resolutions 1, 2, 4 and 5 (special resolutions) and Resolution 3 (ordinary resolution) were all passed by the required majority. The numbers of votes cast for and against each of the Resolutions, and the number of votes withheld, were as follows:

	Resolution	Votes for	%	Votes	%	Total	% of	Votes
				against			issued	withheld
							share
							capital
	Special resolutions
1	Adoption of new articles of association	1,275,279,552	99.99	73,808	0.01	1,275,353,360	75.77%	122,880
2	Issue of B Shares	1,275,270,806	99.99	88,158	0.01	1,275,358,964	75.77%	117,276
	Ordinary resolution
3	Share Consolidation	1,275,282,796	99.99	84,127	0.01	1,275,366,923	75.77%	109,317
	Special resolutions
4	Authority to purchase own shares	1,272,667,721	99.80	2,500,210	0.20	1,275,167,931	75.76%	308,309
5	Authority to purchase own shares	1,272,906,126	99.82	2,261,318	0.18	1,275,167,444	75.76%	308,796

Please note a 'vote withheld' is not a vote under English law and is not counted in the calculation of the votes "For" or "Against" a Resolution.

As at the date of the General Meeting, the number of issued Ordinary Shares of the Company was 1,638,123,085 shares of 7 pence each, which was the total number of shares entitling the holders to attend and vote for or against all Resolutions.

In accordance with Listing Rule 9.6.2, a copy of the Resolutions passed at today's General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Timetable and settlement

The expected timetable set out in the Circular and the Company's announcement on 29 March 2022 remains unchanged. Please refer to the Circular for defined terms, the detailed timetable and other dates relevant to the B Share Scheme and the Share Consolidation.

Under the expected timetable of events, Shareholders entitled to receive payments in respect of the proceeds from the B Share Scheme will be sent payments either by way of electronic payment to any mandated accounts or by cheque or, if Shareholders hold their shares in CREST or Strate, will have their CREST or Strate accounts credited, as applicable, on or before Monday 6 June 2022. Shareholders on our UK share register will receive their proceeds in pounds sterling and shareholders on our South African register will receive their proceeds in rand. Further details of the settlement process are set out in paragraph 11 of Part II of the Circular.

Purchase of own shares

As set out in the Circular, following Shareholder approval of the B Share Scheme and the Share Consolidation, the Company intends to purchase for cancellation 4 Existing Ordinary Shares prior to the Share Consolidation to ensure that the number of the Company's Existing Ordinary Shares is exactly divisible by the denominator in the Share Consolidation Ratio (which is 7).

Enquiries

Investor Relations:

John-Paul Crutchley                      [phone]

Keilah Codd                                  [phone]

Media:

Tim Skelton-Smith                        [phone]

Camarco 

Geoffrey Pelham-Lane                  [phone]

Company Secretary:

Patrick Gonsalves                           [phone]

About Quilter plc

Quilter plc is a leading wealth management business in the UK and internationally, helping to create prosperity for the generations of today and tomorrow. Quilter plc oversees £107.2 billion in customer investments (as at 31 March 2022).

It has an adviser and customer offering spanning: financial advice, investment platforms, multi-asset investment solutions, and discretionary fund management.

The business is being reorganised into 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.

Disclaimer

This announcement has been issued by and is the sole responsibility of Quilter. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise.

Shareholders are advised to read carefully the Circular in relation to the B Share Scheme and Share Consolidation. Any response to the proposals should be made only on the basis of information in the Circular.

This announcement has been prepared in accordance with and for the purpose of complying with English law, the EU Regulation No. 596/2014 as onshored into UK law on 31 December 2020 by the European (Withdrawal) Act 2018 and the Listing Rules and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

 

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