TIDMXAF
RNS Number : 9853A
Xafinity PLC
04 January 2018
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 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.
4 January 2018
Xafinity plc
Results of General Meeting and Admission of Capital Raising
Shares
Xafinity plc ("Xafinity" or the "Company") (ticker: XAF) is
pleased to announce that, at the General Meeting held at 10.30 a.m.
today, all of the Resolutions were duly passed by the requisite
majorities. The Resolutions included those authorising the
Acquisition and approving the issue of New Ordinary Shares pursuant
to the Capital Raising.
The results of the poll taken at the meeting in relation to each
of the Resolutions are as follows:
Summary of Resolutions Votes % Votes % Votes
for against witheld(1)
-------------------------------- ------------ ------- ---------- ----- ------------
1. Ordinary Resolution
to grant the directors
authority to allot the
Capital Raising Shares 126,581,253 100.00 0 0.00 3,789
-------------------------------- ------------ ------- ---------- ----- ------------
2. Special Resolution
to disapply pre-emption
rights for the issue
of the Capital Raising
Shares 126,581,253 100.00 0 0.00 3,789
-------------------------------- ------------ ------- ---------- ----- ------------
3. Ordinary Resolution
to approve the proposed
acquisition of Punter
Southall Holdings Limited
and related matters 126,581,253 100.00 0 0.00 3,789
-------------------------------- ------------ ------- ---------- ----- ------------
4. Ordinary Resolution
to grant the directors
authority to allot Completion
Shares and Earn Out Shares 126,581,253 100.00 0 0.00 3,789
-------------------------------- ------------ ------- ---------- ----- ------------
5. Ordinary Resolution
to grant awards under
the Xafinity PSP pursuant
to the Acquisition Share
Awards First Tranche 124,676,629 98.94 1,335,974 1.06 572,439
-------------------------------- ------------ ------- ---------- ----- ------------
(1) A vote withheld is not a vote in law and is not counted in
the votes for and against a Resolution.
Completion of the Acquisition remains subject to certain
conditions and is expected to occur on or around 11 January 2018. A
further update will be published in due course. Further details are
set out in the Prospectus, which is available on the Company's
website at www.xafinity.com.
The Company will issue 41,176,470 Capital Raising Shares under
the Placing and Open Offer, raising gross proceeds of approximately
GBP70 million. The allocations of the Capital Raising Shares will
be split as follows:
-- 30,645,990 Capital Raising Shares under the Firm Placing,
raising gross proceeds of approximately GBP52.1 million; and
-- 10,530,480 Capital Raising Shares under the Open Offer,
raising gross proceeds of approximately GBP17.9 million.
Applications have been made to the FCA and the London Stock
Exchange, respectively, for the 41,176,470 Capital Raising Shares
to be admitted to the premium listing segment of the Official List
and to trading on London Stock Exchange's Main Market. It is
expected that Admission of the Capital Raising Shares will occur
and dealings in the Capital Raising Shares will commence at 8.00
a.m. on 5 January 2018.
The issued share capital of the Company following Admission of
the Capital Raising Shares will be 178,072,714 Ordinary Shares. The
Company does not hold any Ordinary Shares in treasury. Therefore,
the total number votes exercisable on a poll is 178,072,714. This
figure may be used by Shareholders as the denominator for the
calculations by which they will determine whether they are required
to notify their voting rights interest, or a change to that
interest, in the Company under the FCA's Disclosure Guidance and
Transparency Rules. It should be noted that, if the Acquisition
proceeds to Completion, the foregoing information will be affected
by the Admission of the Completion Shares (and, if applicable, the
issue of the Earn Out Shares).
Unless otherwise stated, capitalised terms used but not defined
in this announcement have the same meanings as set out in the
prospectus dated 7 December 2017 that was published by Xafinity on
8 December 2017.
Paul Cuff & Ben Bramhall, co-CEOs of Xafinity plc, said:
"We are delighted by the level of support that we received
through the Firm Placing and Open Offer, and would like to thank
our shareholders for their overwhelming backing to this transaction
and the strategy outlined at the IPO. This transaction puts
Xafinity in a strong position to take advantage of the momentum in
the market, whilst also bringing us a step closer to achieving our
vision of becoming the primary alternative to the big three global
consultancies in the UK pensions consultancy market."
For further information please contact:
Xafinity plc +44 (0) 118
Paul Cuff, Co-CEO 918 5110
Deloitte LLP (Sponsor and Financial +44 (0) 20
Adviser) 7936 3000
Byron Griffin
Chris Nicholls
Peter Stewart
Zeus Capital Limited (Joint Bookrunner +44 (0) 20
and Sole Broker) 3829 5000
Martin Green
Pippa Underwood
John Goold
Liberum Capital Limited (Joint
Bookrunner and Sole Underwriter)
Richard Crawley
Robert Morton +44 (0) 20
Cameron Duncan 3100 2000
Camarco
Ed Gascoigne-Pees +44 (0) 20
Nick Hennis 3757 4980
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. 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, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMUGUBPGUPRGGC
(END) Dow Jones Newswires
January 04, 2018 06:30 ET (11:30 GMT)
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