Member Info for Trisor

@Trenners-well I certainly enjoy 70/80s music.

@Trenners couldn't agree more

I'm really very concerned about what this Labour government is planning

I’ll speculate on there being another RNS not relating to the current sale … why not?! What else is being managed for value I wonder?!

@okey completely unrealistic. The key terms are “expected” and “subject to” . Perhaps the SOS has been a bit busy recently.

It appears to me on the face of it that if Oxford invested for the mid to long term, Oxford invested thinking he would make a turn in a week or two and then sell and spend his time sniping from the sidelines. Any genuine mid to long term holder wouldn’t be remotely worried about the fact it’s the 2nd September and there hasn’t been an RNS. Because any genuine mid to long term holder would realise worst case that we would be retaining a profitable business with a chance to sell it and maybe get a 20 m deposit out of it with rights to sue multiple companies.

Tip to Oxford:- read RNS properly and if you aren’t completely sure raise with IR before you invest money.

Good news is that presumably we keep the profits of the business as we wait which is good for the bottom line for this FY.

...takes for completion of the sale...presumably that's more profits for Capita this year? That's positive . Long stop date of January 2025 so oodles of time

Okey thank you for providing this . It sets out the Long stop date. This means we have until Jan to satisfy the conditions . Really there is no reason to be concerned as things stand. Capita were hoping SOS approval would have come sooner. You would have thought they would have received some fairly robust legal advice that this would be forthcoming before embarking on the sale.

Hopefully just a matter of time chaps and HP seems to have indicated according to NF that things might be good to go in the next 2 weeks.

Daltry when is the due date?

@yes broom tree . Oxford is creating FUD by telling us all what he expects by way of an RNS when such an RNS might not be contractually deliverable. Others will read this wondering where the “Oxford RNS” and this may cause unnecessary panic as every day passes.

It’s simple

1. We complete soon

2. Conditions not satisfied. Deal is off. Deposit probably goes back to Buyer in the absence of any other material breach

3. Conditions satisfied but buyer breaches. We retain a profitable company plus 20 m deposit and a right to Sue for damages

A punter takes his/her choices on the 3 options above. You sell or buy at this point at risk. There is a fourth option - Capita breaches but that’s incredibly unlikely imo .

@Trenners I don’t expect this to fall apart either . But it would be helpful to have an idea whether all conditions had been satisfied as that would clear the path but this communication may not be permitted contractually. I’ve explained the ramifications of a buyer breach or the approval below not being forthcoming

I hope it is merely a question of time rather than execution issue but the people who speculated on the uplift really should have read the RNS and understood it.

Either way I’m far more confident in direction here

Here is the key paragraph:-

The Disposal is expected to complete towards the end of August, subject to satisfaction of the following Completion conditions:

No commitment by end of august and subject to satisfaction of the conditions . As the contract is exchanged the rules of further communication with the public are subject to what is agreed in the contract or what (if anything) the parties agree post date of the contract

Oxford - you are incorrect. It (the concept of giving updates over and above completion or termination) either has to be agreed by the parties or be allowed for in the exchanged contract

You really have no idea what you are talking about

God you talk utter nonsense. An RNS can only be forthcoming if the contract confidentiality clause allows it. Your expectations of receiving an RNS are neither here nor there

I’ve made no comment on the sp so I’m not sure why you mention that again. Oh actually I have an idea

Oxford your post clearly suggests you don’t know how contracts work.

The Buyer just can’t pull out without material consequence if the conditions are satisfied. Contracts also contain broad confidentiality provisions which would prohibit a running commentary on the workings of the contract . If the contract is terminated or completes we will get an RNS . Otherwise we have to wait and by no means as we just land in September is that an indication of any issue whatsoever. Normally completion takes place x days after conditions are satisfied or waived

All that is useful to know is whether the SOS approval has been procured. Once we know that, either we very likely complete or worst case bank 20m and can re-sell.

@JG - they said expected end of august but timing of an SoS approval can’t be known. If anything they should have been clearer about a possible September completion

Chaps it’s quite simple this is a conditional deal. Very likely that The deposit will only get retained by Capita if the buyer breaches not if the conditions are not satisfied. The remaining condition appears to be government approval. There is also very likely a long stop date whereby if the conditions are not met by a specific date, the deal will be off and the deposit returned. Capita would then keep a profitable business.

As it appears the only condition is government approval the correct question to ask is whether that has occurred. If it has, in theory (and provided there are no other conditions) completion should occur unless one party fails to complete. Whereupon and if it’s the buyer, capita would keep the deposit and have a right of action against the buyer and the guarantors

@No Fear-its a condition of the deal that the SOS approves. The company expected this to come through quicker. The pertinent question for HP would have been has that approval been obtained. Im awaiting a response from IR

The sale of Capita One is a Class 1 transaction under the current Listing Rules and is conditional on the approval of Capita's shareholders (to the extent such approval is required by the Listing Rules as may be amended or replaced by the FCA) with a shareholder circular (the Circular) to be published in due course including a timetable for a General Meeting of Capita shareholders; and notification and confirmation from the Secretary of State that no further action will be taken under the UK's National Security and Investment Act.

Proposed changes to the Listing Rules, including changes to the rules relating to Class 1 transactions, (the New Listing Rules) are expected to be finalised and implemented early in the second half of 2024. If the New Listing Rules are implemented as currently proposed and become effective prior to Completion, they would not require the Disposal to be conditional upon the approval of Shareholders. If, prior to the General Meeting, the FCA announces that the New Listing Rules will become effective before the Completion, the Company would permanently adjourn the General Meeting and the Disposal would cease to be conditional on the approval of Capita's shareholders. The Company would give notice of this by issuing an announcement through a Regulatory Information Service.

We know shareholder approval was not needed .

The deposit would be returnable if the government /fact approval was not forthcoming

@ Trenners isnt the CI deal conditional on FCA approval or some other government approval ?

Yesterday I was being criticised by Oxford for mentioning him yet several posts below seem to be some sort of "call to the wild" for me to engage

Oxford , if you have invested on a "mid to long term basis" based on finding No Fear hilarious good luck and welcome but can you stop now, because ever since you started the sp has dropped.