TIDMXAF
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 GBP153
million, and the proposed Capital Raising to raise gross proceeds
of approximately GBP70 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 +44 (0) 118
Paul Cuff, Co-CEO 918 5110
Deloitte LLP (Sponsor and +44 (0) 20
Financial Adviser) 7936 3000
Byron Griffin
Chris Nicholls
Peter Stewart
Zeus Capital Limited (Joint +44 (0) 20
Bookrunner and Sole Broker) 3829 5000
Martin Green
Pippa Underwood
John Gould
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. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIKMMGZZNVGNZZ
(END) Dow Jones Newswires
December 08, 2017 02:01 ET (07:01 GMT)
Xafinity (LSE:XAF)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Xafinity (LSE:XAF)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024