REG-Capita PLC: Disposal

CapitaAnnouncement

16/09/2022 07:15

Capita plc (‘Capita’) today announces that it has agreed to sell Pay360
Limited (‘Pay360’) to Access PaySuite, a division of The Access Group
(‘Access’) in a deal that values Pay360 at £150m on a cash-free,
debt-free basis, representing a 14.3x multiple on 2021 EBITDA of £10.5m.

Taking into account cash-like and debt-like items, Capita expects to receive
gross proceeds of c.£156m upon completion. The sale will help reduce
indebtedness and provide additional liquidity, which together shall further
strengthen Capita’s balance sheet, whilst also allowing Capita to enhance
its digital offerings for clients.

The sale of Pay360 is a Class 1 transaction and the transaction is conditional
on: the approval of Capita’s shareholders with a circular to be posted in
due course including a timetable for a General Meeting of Capita shareholders;
notification and confirmation from the Secretary of State that no further
action will be taken under the UK’s National Security and Investment Act;
and change in control clearance from the Financial Conduct Authority
(“FCA”). These conditions are currently expected to be satisfied in late
Q4 2022.

Pay360 is a UK-based, FCA regulated payments business with c.2,500 customers
across the public and private sectors. Pay360 offers its customers gateway and
acquiring services, as well as payment solutions across the payments value
chain. Pay360 has recently expanded its capabilities into payment facilitation
with the launch of its Evolve platform. In 2021, the business processed
£8.6bn in transaction value across 142 million transactions.

The gross assets of Pay360 at 30 June 2022 were £63.6m, and for the year to
31 December 2021 it generated revenue of £45.8m, EBITDA of £10.5m and profit
before tax of £7.1m. For H1 2022, Pay360 generated revenue of £27.3m, EBITDA
of £5.7m and profit before tax of £3.1m. The Pay360 senior management team
will be transferring with the business.

The sale of Pay360 follows a strategic review of the business by Capita and
represents further progress in our strategy to build a more focused,
sustainable business for the long term.

Jon Lewis, Capita’s Chief Executive Officer, said:

“We are pleased to have agreed the sale of Pay360 to Access. We announced
our intention to sell Pay360 during our half year results, as part of our
strategy to simplify and strengthen Capita. The sale is a great opportunity
for the new owners to help Pay360 realise its full potential, and our
colleagues at Pay360 will also benefit from the focus that this change of
ownership will bring. Capita will utilise the cash proceeds of the sale to
benefit our digital offerings for clients and further reduce net debt. The
Pay360 senior management team and employees will remain with the business as
they transfer to new ownership”

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

For more information, please contact:

Capita investor enquiries:

Stuart Morgan

Director of Investor Relations

Tel: 07989 665484

Email: IRteam@capita.co.uk

Media enquiries

Capita external communications

Tel: 0207 654 2399
Email: media@capita.co.uk
LEI no. CMIGEWPLHL4M7ZV0IZ88

About Pay360

Pay360 is a UK-based, FCA regulated payments business with c.2,500 customers
across the public and private sectors. Pay360 offers its customers gateway and
acquiring services and a depth and breadth of payment solutions across the
payments value chain. Pay360 has recently expanded its capabilities into
payment facilitation with the launch of its Evolve platform. In 2021, the
business processed £8.6bn in transaction value across 142 million
transactions. The business has c.200 employees and in 2021 generated revenue
of £45.8m, EBITDA of £10.5m and profit before tax of £7.1m. The Pay360
senior management team comprises: Stephen Ferry, Chris Dunn, Alan Powell, Alex
Common, Ben Quick, Iain Eagling and Simon Edwards.

About Capita

Capita is a consulting, transformation and digital services business. Every
day our 52,000 colleagues help millions of people, by delivering innovative
solutions to transform and simplify the connections between government and
citizens, businesses and customers. We partner with our clients and provide
the insight and cutting-edge technologies that give time back, allowing them
to focus on what they do best and making people’s lives easier and simpler.
We operate across three divisions – Capita Public Service, Capita Experience
and Capita Portfolio – in the UK, Europe, India and South Africa. Capita is
quoted on the London Stock Exchange (CPI.L). Further information can be found
at: www.capita.com.

About Access

The Access Group is one of the leading providers of business management
software to mid-sized organisations in the UK, Ireland, and Asia Pacific. It
helps more than 60,000 customers across commercial and not-for-profit sectors
become more productive and efficient. Its innovative Access Workspace cloud
solutions transform the way business software is used, giving every employee
the freedom to do more. Founded in 1991, The Access Group employs
approximately 5,500 people. 

www.theaccessgroup.com     

Access PaySuite is a leading provider of payment solutions to mid-sized UK
organisations. Part of The Access Group, it combines payments expertise with
unparalleled SaaS experience to help more than 5,000 customers across
commercial and not for profit sectors improve their payment solutions,
providing organisations with the freedom to accelerate their innovation and
growth.

For more information about Access PaySuite, visit www.accesspaysuite.com

Important Notices

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.



Copyright (c) 2022 PR Newswire Association,LLC. All Rights Reserved