Publication of Prospectus

RNS Number : 7622Y

Xafinity PLC

08 December 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.  PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

8 December 2017

Xafinity plc

Publication of Prospectus

Further to the announcement by Xafinity plc ("Xafinity" or the "Company") (ticker: XAF) on 7 December regarding the proposed acquisition from Punter Southall Group Limited of its actuarial consulting, pensions administration and investment consulting businesses for a total consideration of up to approximately £153 million, and the proposed Capital Raising to raise gross proceeds of approximately £70 million, the Company announces that the document comprising a combined class 1 circular and prospectus relating to the Acquisition and the Capital Raising (the "Prospectus") has been approved by the UK Listing Authority.

Copies of the Prospectus along with the Form of Proxy and, where applicable, the Application Form, will be posted to Shareholders today. The Acquisition and the Capital Raising are subject to the approval of Shareholders and, accordingly, the Prospectus contains a notice of a general meeting of the Company.  The Prospectus will be made available on Xafinity's website (www.xafinity.com) and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus.

For further information please contact:

Xafinity plc Paul Cuff, Co-CEO		[phone]
Deloitte LLP (Sponsor and Financial Adviser)		[phone]
Byron Griffin Chris Nicholls Peter Stewart
Zeus Capital Limited (Joint Bookrunner and Sole Broker)		[phone]
Martin Green Pippa Underwood
John Gould
Liberum Capital Limited (Joint Bookrunner and Sole Underwriter) Richard Crawley Robert Morton Cameron Duncan		[phone]
Camarco Ed Gascoigne-Pees Nick Hennis		[phone]

Notes to Editors

Xafinity is a UK specialist in pensions actuarial, consulting and administration, providing a wide range of services to over 550 pension scheme clients. The Company combines expertise, insight and technology to address the needs of both pension trustees and sponsoring companies. The Xafinity Group has more than 400 employees, of which approximately 90 per cent are client facing, with offices in Reading, Leeds, Stirling, Belfast, London and Manchester providing it with access to staff, expertise and clients in geographic locations across the UK.

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document.  Nothing in this announcement should be interpreted as a term or condition of the Capital Raising.  Investors should not subscribe for or purchase any New Ordinary Shares except on the basis of the information contained in the Prospectus or otherwise incorporated by reference into the Prospectus.

This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.

The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction where to do so would breach any applicable law.  The New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.  No public offer of the New Ordinary Shares is being made by virtue of this announcement in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom in which such offer would be unlawful. No action has been or will be taken by the Company, the Directors, Deloitte, Zeus Capital or Liberum, or any other person to permit a public offering or distribution of this announcement or any other offering or publicity materials or the New Ordinary Shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED EXCEPT (I) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND IN RELIANCE ON REGULATION S; OR (II) WITHIN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT.  THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

This announcement has been issued by, and is the sole responsibility of, the Company.

Deloitte Corporate Finance, a division of Deloitte LLP ("Deloitte"), has been appointed as sponsor and financial adviser to the Company.  Deloitte is authorised and regulated in the United Kingdom by the FCA in respect of regulated activities and is acting exclusively for the Company and no one else in connection with the transactions and arrangements described in this announcement. Deloitte will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transactions and arrangements described in this announcement and will not be responsible for providing the protections afforded to Deloitte's clients nor for giving advice in relation to the contents of this announcement or the transactions and arrangements described in this announcement.  Deloitte is not responsible for the contents of this announcement.

Zeus Capital Limited ("Zeus Capital") has been appointed as joint bookrunner and sole broker to the Company.  Zeus Capital is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the transactions and arrangements described in this announcement.  Zeus Capital will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transactions and arrangements described in this announcement and will not be responsible for providing the protections afforded to Zeus Capital's clients, nor for giving advice in relation to the contents of this announcement or the transactions and arrangements described in this announcement.  Zeus Capital is not responsible for the contents of this announcement.

Liberum Capital Limited ("Liberum") has been appointed as joint bookrunner and sole underwriter to the Company.  Liberum is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the transactions and arrangements described in this announcement.  Liberum will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transactions and arrangements described in this announcement and will not be responsible for providing the protections afforded to Liberum's clients, nor for giving advice in relation to the contents of this announcement or the transactions and arrangements described in this announcement.  Liberum is not responsible for this announcement.

This announcement has been prepared for the purposes of complying with the applicable laws and regulations of the United Kingdom 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 of the United Kingdom.

 

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