Offer Document Posted

RNS Number : 6037C

Capita PLC

19 October 2015

 



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

FOR IMMEDIATE RELEASE

17 October 2015

RECOMMENDED FINAL CASH OFFER

for

XCHANGING PLC

by

CAPITA PLC

Publication of Offer Document

On 14 October 2015, the boards of directors of Capita plc ("Capita") and Xchanging plc ("Xchanging") announced that they had reached an agreement on the terms of a recommended final cash offer for Xchanging by Capita pursuant to which Capita will acquire the entire issued and to be issued share capital of Xchanging (the "Offer").

Further to the announcement of the Offer on 14 October 2015 (the "Announcement"), the board of directors of Capita is pleased to announce that the offer document containing the full terms of, and conditions to, the Offer and the procedures for its acceptance (the "Offer Document") is being published and posted today, together with the related Form of Acceptance, to Xchanging Shareholders and, for information purposes only, to participants in the Xchanging Share Schemes.

The First Closing Date of the Offer is 16 November 2015.

To accept the Offer in respect of Xchanging Shares held in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance so as to be received by no later than 1.00 p.m. (London time) on 16 November 2015 in accordance with the procedure set out in paragraph 15.1 of the letter from Capita set out in Part II of the Offer Document.

To accept the Offer in respect of Xchanging Shares held in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf and that settlement occurs no later than 1.00 p.m. (London time) on 16 November 2015 in accordance with the procedure set out in paragraph 15.2 of the letter from Capita set out in Part II of the Offer Document. If you are a CREST-sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear.

The Offer Document, together with those documents listed in paragraph 12 of Part VI of the Offer Document, will be made available on Capita's website at http://investors.capita.co.uk/capita-offer-for-xchanging-plc.aspx and on Xchanging's website at www.xchanging.com/TakeOverBid, subject, in each case, to certain access restrictions. For the avoidance of doubt, the content of such websites is not incorporated into, and does not form part of, this announcement. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Capita Asset Services, on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m. Monday to Friday (excluding weekends and public holidays).

Defined terms used but not defined in this announcement have the meanings set out in the Offer Document.

Enquiries:

Capita	[phone]
Shona Nichols, Executive Director, Corporate Communications Director Andrew Ripper, Head of Investor Relations
Citigroup Global Markets Limited (Financial Adviser and Joint Corporate Broker to Capita)	[phone]
David Wormsley Charles Lytle Edward McBride
Deutsche Bank (Joint Corporate Broker to Capita)	[phone]
Charles Wilkinson
FTI Consulting (PR adviser to Capita)	[phone] / [phone]
Andrew Lorenz Nick Hasell
Xchanging	[phone]
Geoff Unwin, Chairman Ken Lever, Chief Executive
Lazard (Financial Adviser to Xchanging)	[phone]
William Rucker Cyrus Kapadia Olivier Christnacht
Investec (Joint Corporate Broker to Xchanging)	[phone]
Christopher Baird James Rudd
Liberum (Joint Corporate Broker to Xchanging)	[phone]
Peter Tracey Neil Patel
Maitland (PR Adviser to Xchanging)	[phone]
Emma Burdett Dan Yea

Important notices relating to financial advisers and corporate brokers

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Capita and no one else in connection with the Offer and will not be responsible to anyone other than Capita for providing the protections afforded to clients of Citi nor for providing advice in relation to the Offer or any other matters referred to in this announcement. Neither Citi nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Offer or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority.

Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration in England and Wales BR000005 and Registered Address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available on request or from www.db.com/en/content/eu_disclosures.htm.).

Deutsche Bank AG, acting through its London branch ("Deutsche Bank"), is acting as a corporate broker to Capita and no other person in connection with the Offer, this announcement and its contents. Deutsche Bank will not be responsible to any person other than Capita for providing any of the protections afforded to clients of Deutsche Bank, nor for providing any advice in relation to any matter referred to herein. Without limiting a person's liability for fraud, neither Deutsche Bank nor any of its subsidiary undertakings, branches or affiliates nor any of its or their respective directors, officers, representatives, employees, advisers or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this announcement, any statement contained herein or otherwise.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Xchanging and no one else in connection with the Offer and will not be responsible to anyone other than Xchanging for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Offer or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein, the Offer or otherwise.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Xchanging and no-one else in connection with the Offer and will not be responsible to anyone other than Xchanging for providing the protections afforded to its clients or for providing advice in connection with the Offer or any other matters referred to in this announcement. Neither Investec nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract or tort, under statute or otherwise) to any person who is not a client of Investec in connection with this announcement, any statement contained herein, the Offer or otherwise.

Liberum Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Xchanging and for no one else in connection with the Offer and will not be responsible to anyone other than Xchanging for providing the protections afforded to its clients or for providing advice in connection with the Offer or any other matters referred to in this announcement.

Further information

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, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Xchanging Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code and 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Xchanging Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Xchanging Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable  securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Notice to US holders of Xchanging Shares

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The Offer is being made for the securities of an English company with a listing on the London Stock Exchange. The Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on both Capita and Xchanging included in this announcement has been prepared in accordance with IFRS, thus neither may be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Offer by a US holder of Xchanging Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Xchanging Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Offer will be made in the United States by Capita and no one else.

It may be difficult for US holders of Xchanging Shares to enforce their rights and any claim arising out of US federal securities laws, since Capita is incorporated under the laws of England and Wales and Xchanging is incorporated under the laws of England and Wales and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of Capita and Xchanging are located outside the United States. US holders of Xchanging Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.

Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934 (as amended) (the "Exchange Act"), or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and subject to Rule 14e-5(b) under the Exchange Act, Capita or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Xchanging, other than pursuant to the Offer, at any time prior to completion of the Offer becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, to the extent applicable. No purchases will be made outside of the Offer in the United States by or on behalf of Capita. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Citi and its affiliates will continue to act as exempt principal traders in Xchanging Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

Forward-looking statements

This announcement and the documents referred to in it contain certain statements which are, or may be deemed to be, "forward-looking statements". These statements are based on current expectations and projections about future events and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Capita and/or Xchanging of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this announcement and the documents referred to in it other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement and the documents referred to in it could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely. Important factors that could cause actual results, performance or achievements of the Capita Group or the Xchanging Group to differ materially from the expectations of the Capita Group or the Xchanging Group, as applicable, include, among other things: UK domestic and global economic and business conditions; instability in the global financial markets, including Eurozone instability and the impact of any sovereign credit rating downgrade or other sovereign financial issues; market-related risks including in relation to interest rates and exchange rates; changing demographics and market-related trends; changes in customer preferences; changes to laws, regulation, accounting standards or taxation; the policies and actions of governmental or regulatory authorities in the UK or the European Union or other jurisdictions in which either the Capita Group or the Xchanging Group operates; the ability to attract and retain senior management and other employees; the extent of any future impairment charges or write-downs caused by depressed asset valuations, market disruptions and illiquid markets; the effects of competition and the actions of competitors; exposure to regulatory scrutiny, legal proceedings, regulatory investigations or complaints and other factors. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no member of the Capita Group or the Xchanging Group can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement and the documents referred to in it. Capita assumes no obligation to update or correct the information contained in this announcement and the documents referred to in it (whether as a result of new information, future events or otherwise), except as required by applicable law or regulations.

No profit forecasts or estimates

No statement in this announcement and the documents referred to in it is intended as a profit forecast or estimate for any period and no statement in this announcement and the documents referred to in it should be interpreted to mean that earnings or earnings per share for Capita or Xchanging, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Capita or Xchanging, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Xchanging Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Xchanging Shareholders, persons with information rights and other relevant persons for the receipt of communications from Xchanging may be provided to Capita during the Offer Period as required under Section 4 of Appendix 4 to the Code.

Publication on website

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Capita's website at http://investors.capita.co.uk/capita-offer-for-xchanging-plc.aspx and on Xchanging's website at www.xchanging.com/TakeOverBid by no later than 12 noon (London time) on 19 October 2015. For the avoidance of doubt, the contents of those websites are not incorporated, and do not form part of, this announcement.

 

END

 

 

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