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.

4 January 2018

Xafinity plc

Results of General Meeting and Admission of Capital Raising Shares

Xafinity plc ("Xafinity" or the "Company") (ticker: XAF) is pleased to announce that, at the General Meeting held at 10.30 a.m. today, all of the Resolutions were duly passed by the requisite majorities. The Resolutions included those authorising the Acquisition and approving the issue of New Ordinary Shares pursuant to the Capital Raising.

The results of the poll taken at the meeting in relation to each of the Resolutions are as follows:

1 A vote withheld is not a vote in law and is not counted in the votes for and against a Resolution.

Completion of the Acquisition remains subject to certain conditions and is expected to occur on or around 11 January 2018. A further update will be published in due course. Further details are set out in the Prospectus, which is available on the Company's website at www.xafinity.com.

The Company will issue 41,176,470 Capital Raising Shares under the Placing and Open Offer, raising gross proceeds of approximately £70 million. The allocations of the Capital Raising Shares will be split as follows:

· 30,645,990 Capital Raising Shares under the Firm Placing, raising gross proceeds of approximately £52.1 million; and

· 10,530,480 Capital Raising Shares under the Open Offer, raising gross proceeds of approximately £17.9 million.

Applications have been made to the FCA and the London Stock Exchange, respectively, for the 41,176,470 Capital Raising Shares to be admitted to the premium listing segment of the Official List and to trading on London Stock Exchange's Main Market. It is expected that Admission of the Capital Raising Shares will occur and dealings in the Capital Raising Shares will commence at 8.00 a.m. on 5 January 2018.

The issued share capital of the Company following Admission of the Capital Raising Shares will be 178,072,714 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number votes exercisable on a poll is 178,072,714. 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. It should be noted that, if the Acquisition proceeds to Completion, the foregoing information will be affected by the Admission of the Completion Shares (and, if applicable, the issue of the Earn Out Shares).

Unless otherwise stated, capitalised terms used but not defined in this announcement have the same meanings as set out in the prospectus dated 7 December 2017 that was published by Xafinity on 8 December 2017.

Paul Cuff & Ben Bramhall, co-CEOs of Xafinity plc, said:

"We are delighted by the level of support that we received through the Firm Placing and Open Offer, and would like to thank our shareholders for their overwhelming backing to this transaction and the strategy outlined at the IPO. This transaction puts Xafinity in a strong position to take advantage of the momentum in the market, whilst also bringing us a step closer to achieving our vision of becoming the primary alternative to the big three global consultancies in the UK pensions consultancy market."

For further information please contact:

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. 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.

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.