THIS PRESENTATION, ITS CONTENTS AND ANY INFORMATION PROVIDED AT THIS PRESENTATION ARE STRICTLY CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA (THE “UNITED STATES”), ITS TERRITORIES OR POSSESSIONS, CANADA, JAPAN, OR TO ANY RESIDENT THEREOF OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL, WHETHER TO SECURITIES ANALYSTS OR TO ANY OTHER PERSON.
IMPORTANT: You must read the following before continuing. The following disclaimer applies to this Presentation. For the purposes of this Disclaimer, “Presentation” means this document, its contents or any part of it, any oral presentation, any question or answer session and any written or oral material discussed or distributed during the Presentation meeting. In accessing the Presentation, you agree to be bound by the following terms and conditions.
The purpose of this Presentation is to provide an overview of Quilter (the “Company”) and its subsidiary undertakings (the “Group” or “Quilter”), its proposed listing on the London Stock Exchange and the proposed offering of its ordinary shares (the “Transaction”). This Presentation has been prepared and issued by the Company and Old Mutual plc (the “Selling Shareholder”) and is being furnished to each recipient solely for its own information and in connection with the preliminary discussions in relation to the Transaction. The information in this Presentation is not intended to form the basis of any contract.
No copy of the Presentation will be left behind after the meeting. The Presentation may not be (in whole or part) reproduced, distributed, stored, introduced into a retrieval system of any nature or disclosed in any way to any other person.
This Presentation is an advertisement and not a prospectus for the purposes of the Prospectus Rules of the Financial Conduct Authority (the “FCA”) or otherwise and this presentation has not been approved by the FCA or any other regulatory authority. Investors should not subscribe for or purchase any securities referred to in this Presentation except on the basis of information contained in a prospectus to be published by the Company (the “Prospectus”). Neither the Company nor the Selling Shareholder has decided whether to proceed with the Transaction or made any final decision whether or not to proceed with any offering of securities or admit securities to trading on a regulated market in the United Kingdom. This Presentation does not constitute an offer or invitation for the sale, issuance or purchase of securities or any businesses or assets described in it, nor does it give or purport to give legal, tax or financial advice. Nothing herein shall be taken as constituting the giving of investment advice or an inducement to enter into investment activity in any jurisdiction and this Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as an invitation, inducement, solicitation or recommendation to purchase, underwrite, subscribe for or otherwise acquire any securities of the Group. The recipient must make its own independent assessment and such investigations as it deems necessary.
Save as set out below, the Presentation has been prepared on the basis of information held by the Group and also from publicly available information. This information, which does not purport to be comprehensive, has not been independently verified by or on behalf of the Group and some of the information is still in draft form. The Presentation does not constitute an audit or due diligence review and should not be construed as such.
None of J.P. Morgan Securities plc, Goldman Sachs International and Merrill Lynch International (the “Banks”) or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons’ respective directors, officers, employees, affiliates, advisers or agents (their “Associates”) accepts any responsibility, obligation or liability whatsoever for, or makes any representation or warranty, express or implied, as to, and no reliance should be placed on, the fairness, truth, fullness, accuracy, completeness or correctness of, the information in this Presentation or whether any information has been omitted from the Presentation or as to any other information relating to the Company or the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss whatsoever howsoever arising from any use of this Presentation, its contents or otherwise arising in connection therewith. Each of the Banks and their respective Associates disclaim, to the maximum extent permitted by applicable law and regulation, all and any indirect or direct responsibility and liability whether express or implied, arising in tort, contract or otherwise, which they might otherwise have in respect of (i) the Presentation or any information contained therein, and (ii) any errors, omissions or misstatements contained in the Presentation. None of the Banks or their respective Associates shall have any liability whatsoever (in negligence or otherwise) for any direct, indirect or consequential loss, damages, costs or prejudices arising from the use of this Presentation or otherwise arising in connection with this Presentation. No duty of care is owed or will be deemed to be owed to you or any other person by the Banks or their Associates in respect of the Presentation or any information contained therein.
No representation or warranty, express or implied, is given by or on behalf of the Company or any of its subsidiary undertakings, and any of such persons’ respective directors, officers, employees, agents, affiliates or advisers as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained in this Presentation or otherwise made available nor as to the reasonableness of any information contained herein or therein and no responsibility or liability (including in respect of direct, indirect or consequential loss or damage howsoever arising) is assumed by any such persons for such information or opinions or for any errors or omissions.
Except where otherwise indicated in the Presentation, the information provided therein is based on matters as they exist at the date of preparation of the Presentation and not as of any future date and will be subject to updating, revision, verification and amendment without notice and such information may change materially. Neither the Company, the Banks, the Selling Shareholder nor any of such persons’ parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons’ Associates is under an obligation to update, revise or keep current the information contained in this Presentation to which it relates or to provide the recipient of this Presentation with access to any additional information that may arise in connection with it and any opinions expressed in this Presentation are subject to change without notice. Nothing contained in this Presentation is or should be relied upon as a promise or representation as to the future.
To the extent available, the industry and market data contained in this Presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company and the Selling Shareholder believe that each of these publications, studies and surveys has been prepared by a reputable source, neither the Company nor the Selling Shareholder have independently verified the data contained therein. In addition, certain of the industry and market data contained in this Presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company and the Selling Shareholder believe that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for
accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry or market data contained in this Presentation.
This Presentation, information and opinions contained in this Presentation and the materials distributed in connection with this Presentation are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The information, statements and opinions contained in this Presentation do not constitute a public offer under any applicable legislation or an offer to sell, or a solicitation of an offer to purchase, any securities in and are not for release, publication or distribution (directly or indirectly) in or into the United States, its territories or possessions or to persons in the United States (within the meaning of Regulation S under the US Securities Act of 1933 (the “Securities Act”)), Canada, Japan or any other jurisdiction where such distribution or offer is unlawful. Any securities referred to in this Presentation and herein have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Such securities have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or to any national, resident or citizen of Australia, Canada or Japan. Any failure to comply with the foregoing restrictions may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The publication or distribution of this Presentation in other jurisdictions may be restricted by law and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restrictions.
This Presentation includes statements that are, or may be deemed to be, “forward looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “targets”, “forecasts”, “expects”, “intends”, “plans”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology; by the forward-looking nature of discussions of strategy, plans or intentions; or by their context. These forward-looking statements include all matters that are not historical facts. They appear in a number of places and include, but are not limited to, statements regarding the Group’s intentions, beliefs or current expectations concerning, amongst other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Company operates.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because they are based on numerous assumptions regarding the Company’s present and future business strategies and future events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and the actual results of operations, financial condition, liquidity, prospects, growth and the development of the industry in which the Group operates, may differ materially from those made in or suggested by the forward-looking statements set out in this Presentation. Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of this Presentation and each of the Banks, the Selling Shareholder, the Company and any of such persons’ respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons’ respective directors, officers, employees, agents, affiliates or advisers expressly disclaims responsibility for the accuracy of the opinions expressed in this Presentation or the underlying assumptions, and any obligations or undertaking to release any update of, or additions or revisions to, any forward-looking statements in this Presentation. As a result, you are cautioned not to place any undue reliance on such forward-looking statements. In addition, even if the results of operations, financial condition and liquidity of the Group, and the development of the industry in which the Group operates, are consistent with the forward-looking statements set out in this Presentation, those results or developments may not be indicative of results or developments in subsequent periods.
This Presentation is only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), and any amendments thereto, including the amending directive, Directive 2010/73/EU to the extent implemented in the relevant member state and any relevant implementing measure in each relevant member state (“Qualified Investors”). In addition, in the UK, this presentation is addressed to and directed only at, and should only be relied upon by, Qualified Investors who are persons 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”), are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order or are persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as “Relevant Persons”). No other person should act or rely on this Presentation and persons distributing this Presentation must satisfy themselves that it is lawful. If you have received this Presentation and you are not a Relevant Person, you must return this Presentation immediately to the Company and not copy, reproduce or otherwise disclose it (in whole or any part). Any investment or investment activity to which this Presentation relates is available only to Relevant Persons or will be engaged in only with relevant persons. The term "Prospectus Directive" includes any relevant implementing regulations in each member state of the European Economic Area.
Each of the Banks, which are authorised by the Prudential Regulation Authority (“PRA”) and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively for the Company and no one else in connection with this Presentation or any future transaction in connection with it. Each of the Banks will not regard any other person (whether or not a recipient of this Presentation) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to any transaction, matter or arrangement referred to in this Presentation.
By attending the meeting where this Presentation is made you warrant, represent, acknowledge and agree to and with the Company, the Selling Shareholder and each of the Banks that (i) you are a Relevant Person, (ii) you have read, agree to and will comply with the contents of this Disclaimer including, without limitation, the obligation to keep this Presentation and its contents confidential, (iii) you will not at any time have any discussion, correspondence or contact concerning the information in this Presentation with any of the directors or employees of the Company or its subsidiaries nor with any of their suppliers in respect of the Company or its subsidiaries without the prior written consent of the Company, and (iv) you acknowledge that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of the Presentation.
Where this presentation makes reference to the proposed future structure of the Group through the previously announced plans for a managed separation of the Group, your attention is specifically drawn to the fact that such a separation is highly complex and subject to change as a result of factors such as stakeholder consent, regulatory conditions and / or the readiness of the underlying businesses. The Company and the Selling Shareholder are taking appropriate legal and financial advice but there can be no certainty as to the nature of the final outcome.