REG-Capita PLC: Publication of Circular and Notice of General Meeting

CapitaAnnouncement

16/12/2020 18:15

Capita plc

(“Capita” or the “Company”)

Publication of Circular and Notice of General Meeting

On 14 December 2020, Capita announced that it had agreed to sell its Education
Software Solutions (“ESS”) business to Tiger UK Bidco Limited, a newly
formed company established by funds advised by Montagu Private Equity (the
“Transaction”).

The Transaction constitutes a Class 1 transaction for Capita under the Listing
Rules and is conditional on the approval of Capita shareholders at a general
meeting of the Company. Completion of the Transaction is expected to occur
during the first quarter of 2021.

Capita is pleased to announce that a shareholder circular in relation to the
Transaction (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 Transaction and a notice
convening an extraordinary general meeting of Capita to be held at 11:00 a.m.
on 14 January 2021 at Linklaters LLP, One Silk Street, London EC2Y 8HQ (the
“General Meeting”).

As set out in the Notice of General Meeting, in the interests of health and
safety, shareholders (and any appointed proxies (other than the chairman of
the General Meeting) or corporate representatives) will not be permitted to
attend the General Meeting in person. Shareholders are encouraged to vote
electronically on the resolution proposed as soon as possible by appointing
the chairman of the General Meeting as their proxy. An online facility for
shareholders to ask questions relating to the Transaction is available at
www.capita.com/investors/shareholder-information/gm-shareholder-questions.

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
www.capita.com/investors/shareholder-information/gm-shareholder-questions 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 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

Capita media enquiries

Capita external communications

Tel: 0207 654 2399

Email: media@capita.co.uk

Barclays (Sole Sponsor to Capita)

Omar Faruqui

Tom Macdonald

Tel: +44 (0) 20 7623 2323

Capita is a consulting, transformation and digital services business. Every
day our 61,000 colleagues help millions of people, by delivering innovative
solutions to transform and simplify the connections between businesses and
customers, governments and citizens. We partner with 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 in the UK, Europe, India and South Africa – and across six
divisions: Customer Management; Government Services; People Solutions;
Software; Specialist Services; and Technology Solutions. Capita is quoted on
the London Stock Exchange (CPI.L). Further information can be found at:
http://www.capita.com

Important Notices

This announcement is an announcement and not a circular or prospectus or
equivalent document and prospective investors should not make any investment
decision on the basis of its contents. Nothing in this announcement
constitutes an offer of securities for sale in any jurisdiction. Shareholders
are advised to carefully read the Circular. Any response to the Transaction
should be made only on the basis of the information in the Circular.

If you are in any doubt as to what action you should take in relation to this
announcement or the Circular, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the
Financial Services and Markets Act 2000, or from another appropriately
authorised independent financial adviser.

This announcement is not for release, publication or distribution, in whole or
in part, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws of that jurisdiction. Persons into whose
possession this announcement comes should inform themselves about, and
observe, such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction.

Barclays, which is authorised by the Prudential Regulation Authority
(“PRA”) and regulated in the United Kingdom by the Financial Conduct
Authority and the PRA, is acting exclusively for Capita and no one else in
connection with the Transaction 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 Transaction or any other matter
referred to in this announcement.



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