Xps Pensions Regulatory News (XPS)

18 September 2018

XPS Pensions Group plc

("XPS" or the "Group")

Proposed acquisition of the assets of Kier Pensions Unit

XPS Pensions Group plc, the pensions actuarial, consulting and administration business, is pleased to announce it has, subject to certain conditions, agreed to acquire the assets of Kier Pensions Unit ("Kier Pensions") from Kier Business Services Limited, a division of Kier Group plc (the "Acquisition").

The total consideration for the Acquisition is up to a maximum of £3.5 million in cash. Completion of the Acquisition and the maximum consideration payable by the Company is conditional, inter alia, on a threshold percentage of Kier Pension's existing clients agreeing to transfer their contract to XPS. The Acquisition is being funded from cash resources held by the Group.

The Acquisition constitutes a Class 2 transaction for the purposes of the UK Financial Conduct Authority's Listing Rules.

Details of the Acquisition

Kier Pensions provides third party pension administration services to public sector clients, including approximately half of the police forces in the United Kingdom and to Middlesbrough Borough Council. The assets are non-core to the Kier Group and the transaction forms part of the Future Proofing Kier programme.

Kier Pensions does not prepare separate audited accounts. Based on financial information obtained during the due diligence process, the gross assets of Kier Pensions as at 30 June 2017 were £843,000. The profit contribution attributable to the assets, for the 12 month period ended 30 June 2017 was £1.0 million.

Rationale for the Acquisition

The Acquisition adds to the continued growth of XPS's market leading pensions administration business, XPS Administration, and gives XPS, for the first time, a significant presence in the market for public sector third party administration, in addition to the Group's already strong presence in the market for private sector pension schemes.

The Acquisition is also expected to add a number of important clients to XPS's portfolio of 'administration only' schemes and take the total number of members XPS administers above 800,000. In addition, 70 employees based in Middlesbrough will join the Group. The Acquisition is expected to add approximately 4% to XPS's revenues.

Paul Cuff, co-CEO of XPS Pensions Group, said about the Acquisition:

"XPS is continuing to move towards our goal of becoming the clear differentiated alternative to the Big 3 in the pensions consultancy sector. This acquisition strengthens our leading position in the pensions administration market and gives us a strong foothold in the public sector third party administration market and enhances our regional presence. We look forward to providing our high-quality service to our new clients and welcoming our new colleagues to our Group."

Haydn Mursell, CEO of Kier, said about the Acquisition:

"We are delighted to announce to clients and employees that Kier Pensions Unit will be joining XPS as we look to focus on our core businesses in the future. We believe that XPS has the strength and expertise which will benefit both clients and employees."

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Notes to Editors

XPS Pensions Group plc 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 XPS Pensions Group combines expertise, insight and technology to address the needs of both pension trustees and sponsoring companies. The Group has roughly 900 employees, of which approximately 90 per cent are client facing, with 15 offices providing the Group with access to staff, expertise and clients across the UK.