Xps Pensions Regulatory News (XPS)

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:

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.