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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

3 January 2018

Xafinity plc

Results of the Open Offer

On 7 December 2017, Xafinity plc ("Xafinity" or the "Company") (ticker: XAF), the pensions actuarial, consulting and administration business, announced details of a Capital Raising to raise gross proceeds of approximately £70 million through the issue of 30,645,990 Firm Placing Shares and 10,530,480 Open Offer Shares, in each case at an issue price of 170 pence per Capital Raising Share. The Open Offer Shares were conditionally placed with institutional investors at the Offer Price, subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer. The Firm Placing Shares were not subject to clawback and were not part of the Open Offer. The Open Offer closed for acceptances at 11.00 a.m. on 2 January 2018.

The Company announces that it has received applications in respect of 18,540,627 Open Offer Shares from Qualifying Shareholders under the Open Offer and Excess Application Facility, representing a proportion of approximately 176.06 per cent of the Open Offer Shares offered. In total, 9,907,771 Open Offer Shares are to be allotted and issued in satisfaction of Open Offer Entitlements under the Open Offer (representing all of the valid acceptances received in relation to Open Offer Entitlements) and 622,709 Open Offer Shares are to be allotted and issued pursuant to the Excess Application Facility.

The Firm Placing and Placing and Open Offer are conditional upon, among other things, the approval of the Resolutions by Shareholders at the Company's General Meeting to be held at 10.30 a.m. on 4 January 2018. It is expected that Admission of the Capital Raising Shares will occur and that dealings in the Capital Raising Shares will commence at 8:00 a.m. on 5 January 2018.

Capitalised terms used but not defined in this announcement have the same meaning as set out in the prospectus dated 7 December 2017 that was published by Xafinity on 8 December 2017.

The persons responsible for arranging for the release of this announcement on behalf of the Company are the Directors.

For further information:

Important Notices

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 for the New Ordinary Shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

THIS ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER FOR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN THE UNITED STATES. 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 WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. 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 the contents of 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.