TIDMXAF
RNS Number : 5932B
Xafinity PLC
11 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 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.
11 January 2018
Xafinity plc
Completion of Acquisition
Xafinity plc ("Xafinity" or the "Company") (ticker: XAF) is
pleased to announce that its acquisition of Punter Southall Group
Limited's actuarial consulting, pensions administration and
investment consulting businesses, previously announced on 7
December 2017, has completed.
Admission of the 25,766,871 Completion Shares issued in
connection with the Acquisition occurred at 8.00 a.m. today (11
January 2017). The Completion Shares have been admitted to the
premium listing segment of the Official List and to trading on
London Stock Exchange's Main Market.
The Company is also pleased to confirm that, as previously
announced, with effect from Completion (which took place today),
John Batting and Jonathan Punter have each been appointed to the
board of directors of the Company. The information required by LR
9.6.13R with respect to the new directors was set out in paragraph
7 of Part 22 (Additional Information) of the class 1 circular and
prospectus dated 7 December 2017 that was published by Xafinity on
8 December 2017 (the "Prospectus").
The issued share capital of the Company following Admission of
the Completion Shares is 203,839,585 Ordinary Shares. The Company
does not hold any Ordinary Shares in treasury. Therefore, the total
number of votes exercisable on a poll is 203,839,585. 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.
Unless otherwise stated, 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 +44 (0) 118
Paul Cuff, Co-CEO 918 5110
Camarco
Ed Gascoigne-Pees +44 (0) 20
Nick Hennis 3757 4980
Notes to Editors
Xafinity is a UK specialist in pensions actuarial, investment
consulting and administration, providing a wide range of services
to over 1,000 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
roughly 900 employees, of which approximately 90 per cent are
client facing, with 15 offices providing the Company with access to
staff, expertise and clients 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.
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
ACQGMGMMRMMGRZG
(END) Dow Jones Newswires
January 11, 2018 03:03 ET (08:03 GMT)
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