REG-Capita PLC: Announcement re: Rights Issue

CapitaAnnouncement

10/05/2018 07:05

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, ANY OF THE RESTRICTED TERRITORIES OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

FOR IMMEDIATE RELEASE

10 May 2018

Capita plc

Admission of Nil Paid Rights

Further to the announcement made on 23 April 2018 by Capita plc ("Capita" or
the "Company") regarding the Rights Issue, the Company confirms that
1,001,032,281 New Shares of 2 (1)/(15) pence each will be admitted, nil paid,
to the premium listing segment of the Official List of the FCA and will be
admitted, nil paid, to trading on the London Stock Exchange’s main market
for listed securities at 8.00 a.m. (London time) today.

The Prospectus is available at www.capita.com/investors.

The defined terms set out in the Prospectus apply in this announcement.

Enquiries

Capita plc

Andrew Ripper - Head of Investor
Relations                         
            +44 207 654 2220

Fiona O’Nolan - Investor Relations Director  
                                    +44 207
654 2281

Citigroup Global Markets
Limited                                     
            +44 207 986 4000

Joint Global Coordinator, Joint Bookrunner and Joint Sponsor

Stuart Field

Peter Brown

Goldman Sachs
International                                            
                        +44 207 774 1000

Joint Global Coordinator, Joint Bookrunner and Joint Sponsor

Charlie Lytle

Bertie Whitehead

Barclays Bank plc    
                                               
                        +44 207 623 2323

Joint Bookrunner

Lawrence Jamieson

Banco Santander, S.A.        
                                   
                                    +34 91
257 2388

Joint Bookrunner

Simon Payne

Powerscourt                                                             
                        +44 207 250 1446

Victoria Palmer-Moore

Mazar Masud

LEI no. CMIGEWPLHL4M7ZV0IZ88.

IMPORTANT NOTICE

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, ANY OF THE RESTRICTED TERRITORIES OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN IT SHALL CONSTITUTE AN OFFERING OF
ANY SECURITIES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE,
SELL OR OTHERWISE DISPOSE OF ANY PROVISIONAL ALLOTMENT LETTER, NIL PAID
RIGHTS, FULLY PAID RIGHTS AND/OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF
THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS.

A copy of the Prospectus will be available from the registered office of
Capita and on Capita’s website at www.capita.com/investors provided that the
Prospectus will not, subject to certain exceptions, be available (whether
through the website or otherwise) to Shareholders in the Restricted
Territories or the United States.

Neither the content of Capita's website (or any other website) nor any website
accessible by hyperlinks on Capita’s website (or any other website) is
incorporated in, or forms part of, this announcement.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness. The information in this announcement is subject to change.
Nothing in this announcement should be interpreted as a term or condition of
the Rights Issue.

These materials are not for release, publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any State of the United States and the District of Columbia).
These materials do not constitute or form a part of any offer or solicitation
to purchase or subscribe for securities in the United States. The Shares
mentioned herein have not been, and will not be, registered under the United
States Securities Act of 1933 as amended (the “Securities Act”).

The Shares may not be offered or sold in the United States absent registration
or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. There will be no public offer
of securities in the United States or any other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration, exemption
from registration or qualification under the securities laws of such
jurisdiction.

The distribution of this announcement and/or the Prospectus and/or the
Provisional Allotment Letter and/or the transfer of the New Shares into
jurisdictions other than the United Kingdom may be restricted by law, and,
therefore, persons into whose possession this announcement and/or the
Prospectus and/or the Provisional Allotment Letter comes should inform
themselves about and observe any such restrictions. Any failure to comply with
any such restrictions may constitute a violation of the securities laws of
such jurisdiction.

Citigroup Global Markets Limited (“Citi”), Goldman Sachs International
(“GSI”) and Barclays Bank PLC (“Barclays”) are each authorised in the
United Kingdom by the Prudential Regulation Authority (the “PRA”) and
regulated by the PRA and the FCA in the United Kingdom. Banco Santander, S.A.
(“Santander” and, together with Citi, GSI and Barclays, the “Banks”)
is a Spanish public limited company, incorporated under the laws of Spain and
lead regulated by the Bank of Spain and the Spanish Securities Market
commission, and in the United Kingdom authorised by the PRA and regulated by
the FCA and the PRA. The Banks are each acting exclusively for the Company and
no one else in connection with the Rights Issue and Admission, will not regard
any other person (whether or not a recipient of this document) as a client in
relation to the Rights Issue or Admission and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients, or for providing advice, in relation to the Rights Issue
or Admission or any other transaction or arrangement referred to herein.

No action has been taken by the Company, Citi, Goldman Sachs, Barclays or
Santander that would permit an offering of the Nil Paid Rights, the Fully Paid
Rights or the New Shares, or possession or distribution of this announcement,
the Prospectus, the Provisional Allotment Letter or any other offering or
publicity material relating to the Nil Paid Rights, the Fully Paid Rights or
the New Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company, Citi, Goldman Sachs, Barclays and Santander to inform themselves
about, and to observe, such restrictions.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by, Citi, Goldman Sachs, Barclays or Santander, or their respective affiliates
or agents, as to, or in relation to, the accuracy or completeness of this
announcement or any other information made available to or publicly available
to any interested party or its advisers, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available, and any
liability therefore is expressly disclaimed.

In connection with the proposed rights issue, Citi, Goldman Sachs, Barclays
and Santander, and any of their affiliates, may in accordance with applicable
legal and regulatory provisions, engage in transactions in relation to the Nil
Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments
for their own account for the purpose of hedging their underwriting exposure
or otherwise. Accordingly, references in the Prospectus to the Nil Paid
Rights, the Fully Paid Rights or the New Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by,
Citi, Goldman Sachs, Barclays and Santander, and any of their affiliates
acting in such capacity. In addition Citi, Goldman Sachs, Barclays and
Santander, and any of their affiliates, may enter into financing arrangements
(including swaps or contracts for difference) with investors in connection
with which Citi, Goldman Sachs, Barclays and Santander, and any of their
affiliates, may from time to time acquire, hold or dispose of Shares. Citi,
Goldman Sachs, Barclays and Santander do not intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.

The information in this announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Nil Paid Rights,
the Fully Paid Rights and the New Shares have been subject to a product
approval process, which has determined that they each are: (i) compatible with
an end target market of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, Distributors should note that: the price of the
Nil Paid Rights, the Fully Paid Rights and/or the New Shares may decline and
investors could lose all or part of their investment; the Nil Paid Rights, the
Fully Paid Rights and the New Shares offer no guaranteed income and no capital
protection; and an investment in the Nil Paid Rights, the Fully Paid Rights
and/or the New Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Underwriters
will only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights
and/or the New Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Nil Paid Rights, the Fully Paid
Rights and/or the New Shares and determining appropriate distribution
channels.



Copyright (c) 2018 PR Newswire Association,LLC. All Rights Reserved