REG-Capita Plc: Circ re proposed disposal of Capita One

CapitaAnnouncement

10/07/2024 14:00

Publication of Circular and Notice of General Meeting

On 9 July 2024, Capita announced the sale of its standalone software business
(Capita One), via the sale of Capita One Limited by Capita Business Services
Ltd (the Seller), to Orchard Information Systems Limited (the Buyer), a
wholly-owned subsidiary of the MRI Software, LLC (MRI Software) (the
‘Disposal’).

The Disposal constitutes a Class 1 transaction for Capita under the Listing
Rules and is therefore conditional upon, amongst other things, the approval of
Capita shareholders at a general meeting of the Company.

Capita is pleased to announce that a shareholder circular in relation to the
Disposal (the “Circular”) has been published today, having received
approval from the Financial Conduct Authority. The Circular will be sent to
Capita shareholders (other than those who have elected or who have been deemed
to have elected for notification by electronic communication) shortly.

The Circular contains further information on the Disposal and a notice
convening a general meeting of Capita to be held on 29 July at 12:00 p.m.
(the “General Meeting”).

Proposed changes to the Listing Rules, including changes to the rules relating
to Class 1 transactions, (the New Listing Rules) are expected to be finalised
and implemented early in the second half of 2024. If the New Listing Rules are
implemented as currently proposed and become effective prior to completion of
the Disposal, they would not require the Disposal to be conditional upon the
approval of the Shareholders. If the New Listing Rules become effective prior
to the date of the General Meeting, the Company would permanently adjourn the
General Meeting. The Company would give notice of this by issuing an
announcement through a Regulatory News Service.

Copies of the following documents have been submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

-  Circular

-  Notice of General Meeting

These documents will also be available to view on the Company’s website
at https://www.capita.com/about-capita/shareholder-information from the date
of this announcement up to and including the date of the General Meeting.

Barclays Bank PLC, acting through its Investment Bank (‘Barclays’) is
acting as sole financial advisor and sole sponsor to Capita on the
transaction.

Notes to editors:

Investor enquiries
Helen Parris, Director of Investor Relations
Tel: 07720 169 269
Email: IRteam@capita.co.uk

Stephanie Little
Deputy Head of Investor Relations 
Tel: 07541 622838
Email: IRteam@capita.co.uk

Media enquiries
Capita external communications
Tel: 0207 654 2399
Email: media@capita.co.uk

 

Barclays Bank PLC, acting through its Investment Bank (Sole Financial Adviser
and Sole Sponsor to Capita)

Aamir Khan

Jessel Sheth

Tom Macdonald

Stuart Muress

Michael Hart

Tel: 0207 623 2323

About Capita One

Capita One is a provider of software solutions across the UK public sector,
helping local authorities to drive efficiency, maximise revenue collection and
deliver essential public services as cost effectively as possible. Capita One
primarily serves local authorities, local education authorities and housing
associations, and the business operates across three sectors: revenue and
benefits software, social housing management and education management
software.  In 2023, Capita One generated revenue of £54.6m and profit before
tax of £18.7m. As at 31 December 2023, the total assets of Capita One were
£67.1m. The Capita One senior management team comprises: Jon Peart, Stuart
Cheetham, Dave Smedley, Paul Millard, James Allard and Gavin Chamberlain.

About MRI Software

MRI Software is a leading provider of real estate software solutions that
transform the way communities live, work and play. MRI Software’s open and
connected, AI-first platform empowers agents, owners, operators and occupiers
in commercial and residential property organizations to innovate in rapidly
changing markets. MRI Software has been a trailblazer in the PropTech industry
for over five decades, serving more than six million users worldwide,
including social housing and the public sector. Through innovative solutions
and a rich partner ecosystem, MRI Software gives real estate companies the
freedom to realize their vision of building thriving communities and stronger
businesses. For more information, visit https://www.mrisoftware.com/uk/.

 

 

 

About Capita

Capita is a modern outsourcer, helping clients across the public and private
sectors run complex business processes more efficiently, creating better
consumer experiences. Operating across 8 countries, Capita’s 41,000
colleagues support primarily UK and European clients with people-based
services underpinned by market-leading technology. We play an integral role in
society - our work matters to the lives of the millions of people who rely on
us every day.

Important Notice

Barclays, which is authorised by the Prudential Regulation Authority
(‘PRA’) and regulated in the United Kingdom by the FCA and the PRA, is
acting exclusively for Capita and no one else in connection with the potential
sale and will not be responsible to anyone other than Capita for providing the
protections afforded to clients of Barclays nor for providing advice in
relation to the proposed sale or any other matter referred to in this
announcement.

 

 

 



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