Result of Placing

RNS Number : 9613B

Capita PLC

24 April 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN

Capita plc

("Capita" or "the Company")

Result of Placing

Capita is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 40,400,000 ordinary shares have been placed by Citi and Deutsche Bank AG, London Branch (together, the "Joint Bookrunners"), with new and existing institutional shareholders at a price of 685 pence per share (the "Placing Price"). This comprises 40,000,000 new ordinary shares (the "Placing Shares") and 400,000 existing ordinary shares. Based on the Placing Price, the gross proceeds to the Company will be approximately £274 million.  The Placing Shares being issued represent approximately 6.5 per cent of the Company's issued ordinary share capital prior to the Placing.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Capita, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Issue of Placing Shares

Applications have been made for the Placing Shares to be admitted to the Official List of the Financial Services Authority and to trading on the main market of The London Stock Exchange plc ("Admission").  It is expected that Admission will take place and that trading in the Placing Shares will commence at 8.00 a.m. on 27 April 2012.

The Placing is conditional upon, inter alia, Admission becoming effective as set out in more detail in the announcement of the Placing made earlier today.  The Placing is also conditional on the Placing Agreement between the Company and the Joint Bookrunners not being terminated.

Enquiries

Capita plc	020 7799 1525
Paul Pindar
Shona Nichols	020 7654 2219
Citi	020 7986 4000
Charlie Lytle
Patrick Evans
Ronan Veale
Deutsche Bank AG, London Branch	020 7545 8000
Charles Bryant
Martin Pengelley
Jonathan Berger
FTI Consulting	020 7269 7291
Nick Hasell

This announcement is for information only and, save as expressly set out herein, does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United Kingdom, Canada, South Africa or Japan. Persons needing advice should consult an independent financial adviser.

This announcement has been issued by and is the sole responsibility of Capita.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Citi is authorised and regulated in the United Kingdom by the Financial Services Authority ("FSA").  Deutsche Bank is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the FSA for the conduct of UK business.  The Joint Bookrunners are acting for the Company and for no-one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to each of its respective clients nor for providing advice in connection with the Placing.

The distribution of this announcement and the placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended, to the extent implemented in the relevant member state (the "Prospectus Directive") ("Qualified Investors").

This announcement is not an offer of securities for sale in the United States. The Placing Shares may not be offered, sold or transferred, directly or indirectly, within the United States absent registration under the Securities Act or an exemption therefrom. The Company has not registered and does not intend to register any of the Placing Shares under the Securities Act. The Placing Shares will not be sold to the public in the United States.

Subject to certain exceptions, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company in Canada, South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of any securities of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

Forward-looking Statements

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events.  These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.  The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.  No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

 

END

 

 

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