REG - Capita PLC Xchanging PLC - Recommended Final Cash Offer for Xchanging plc <Origin Href="QuoteRef">CPI.L</Origin> <Origin Href="QuoteRef">XCH.L</Origin> - Part 4

CapitaAnnouncement

14/10/2015 07:01

- Part 4: For the preceding part double click  ID:nRSN1950Cc 

that is approved by the FCA and is on the list maintained by the FCA in LR App 3 to the Listing Rules                                                                                                                          
 "Relevant Authority"                          any government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to any of the foregoing)  
                                               any other person or body in any jurisdiction                                                                                                                                                                                                                    
 "relevant securities"                         as the context requires: (a) Xchanging Shares and other securities of Xchanging carrying voting rights; (ii) equity share capital of Xchanging or, as the context requires, Capita; and (iii) securities of Xchanging or, as the context requires, of Capita    
                                               carrying conversion or subscription rights into the foregoing                                                                                                                                                                                                   
 "Restricted Jurisdiction"                     any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Xchanging Shareholders in that jurisdiction                        
 "Reverse Break Fee Agreement"                 has the meaning given thereto in paragraph 13 of this announcement                                                                                                                                                                                              
 "Scheme"                                      a scheme of arrangement under Part 26 of the Companies Act 2006                                                                                                                                                                                                 
 "Scheme Document"                             a circular to be issued to Xchanging Shareholders in connection with a Scheme in order to convene a Court-convened Xchanging Shareholder meeting to approve the Scheme and a general meeting of Xchanging Shareholders to pass certain other resolutions        
                                               necessary and/or desirable in connection with such Scheme                                                                                                                                                                                                       
 "UK" or "United Kingdom"                      the United Kingdom of Great Britain and Northern Ireland                                                                                                                                                                                                        
 "UK Listing Authority"                        the FCA in its capacity as UK Listing Authority                                                                                                                                                                                                                 
 "uncertificated" or "in uncertificated form"  recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST                                                
 "United States" or "US"                       the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction                                                                           
 "Wider Capita Group"                          Capita and its subsidiary undertakings and associated undertakings and any other undertaking, partnership, company or joint venture in which Capita and/or such subsidiary or associated undertakings (aggregating their interests) have a substantial interest 
 "Wider Xchanging Group"                       Xchanging and its subsidiary undertakings and associated undertakings and any other undertaking, partnership, company or joint venture in which Xchanging and/or such subsidiary or associated undertakings (aggregating their interests) have a substantial    
                                               interest                                                                                                                                                                                                                                                        
 "Xchanging"                                   Xchanging plc, a public limited company incorporated in England and Wales with registered number 05819018                                                                                                                                                       
 "Xchanging Board" or "Xchanging Directors"    the board of directors of Xchanging                                                                                                                                                                                                                             
 "Xchanging Group"                             Xchanging, its subsidiaries and subsidiary undertakings                                                                                                                                                                                                         
 "Xchanging Share Schemes"                     the Xchanging Group Approved Share Option Plan, the Xchanging Group Unapproved Share Option Plan, the Xchanging Plc 2007 Executive Share Option Plan, the Xchanging Plc 2007 Performance Share Plan, the Xchanging Plc 2012 Deferred Share Bonus Plan and       
                                               certain other rights in respect of Xchanging Shares granted to Xchanging employees and Xchanging Directors                                                                                                                                                      
 "Xchanging Shareholders"                      the holders of Xchanging Shares                                                                                                                                                                                                                                 
 "Xchanging Shares"                            the existing unconditionally allotted or issued and fully paid ordinary shares of 5 pence each of Xchanging and any further such shares which are unconditionally allotted or issued fully paid, or credited as fully paid, before the date on which the Offer  
                                               closes (or such earlier date as Capita may, subject to the Code, decide, not being earlier than (a) the date on which the Offer becomes or is declared unconditional as to acceptances or (b), if later, the First Closing Date)                                
 
 
For the purposes of this announcement: 
 
a)   "subsidiary",  "subsidiary  undertaking",  "undertaking"  and 
"associated undertaking" have the respective meanings given by the Companies
Act 2006; 
 
b)   references to time in this announcement are to London time unless
otherwise stated; 
 
c)   references to a gender include the other genders; and 
 
d)   references to an enactment include references to that enactment as
amended, replaced, consolidated or re-enacted by or under any other enactment
before or after the date of this announcement. 
 
 1  
 
Geoff Unwin is not treated as an independent director in connection with the
Offer and consequently has not participated in the Xchanging Board's
recommendation of the Offer nor in the formulation of any advice to
shareholders in connection with the Offer, specifically because of his share
matching arrangements with Xchanging. 
 
On his appointment to Xchanging in December 2011, Geoff Unwin purchased with
his own funds 270,908 shares in Xchanging which he was expected to hold for at
least four years. Under the terms of his appointment, in the event that
Xchanging is acquired by a third party for a price per share in excess of
£1.00 before 2 December 2015, Xchanging would match Geoff Unwin's purchased
shares he still holds on a one-for-one basis. 
 
Noting that this arrangement would continue for a fixed period (until December
2015) and given the limited circumstances in which the share matching
arrangements applied, and their relatively modest quantum, the Xchanging Board
members agreed at that time that the chairman's judgment was unlikely to be
conflicted by such arrangements. Given this conclusion, and the fact that the
arrangements were discussed with the Xchanging Group's then major shareholders
in advance of Geoff Unwin's appointment, the Xchanging Board believed then,
and continues to believe now, that the share matching arrangement did not then
and does not now adversely impact Geoff Unwin's ability to provide effective
leadership and stewardship of Xchanging or the Xchanging Board. 
 
Given that as at the date of this announcement it is possible pursuant to the
terms of the Offer that a qualifying third party acquisition could be
consummated prior to 2 December 2015 such that Geoff Unwin's share matching
rights would be triggered, Geoff Unwin has declared to the Xchanging Board at
each Xchanging Board discussion of the potential approaches his potential
personal financial interest in the outcome of the Offer and has therefore been
excluded from the formulation of the recommendation and from giving any advice
to shareholders in connection with the Offer. 
 
 2  
 
Geoff Unwin is not treated as an independent director in connection with the
Offer and consequently has not participated in the Xchanging Board's
recommendation of the Offer nor in the formulation of any advice to Xchanging
Shareholders in connection with the Offer, specifically because of his share
matching arrangements with Xchanging. 
 
 3  
 
The premia are based on average Closing Prices for the three month and one
month periods ended 2 October 2015, being the last Business Day prior to the
commencement of the Offer Period. 
 
 4  
 
Geoff Unwin is not treated as an independent director in connection with the
Offer and consequently has not participated in the Xchanging Board's
recommendation of the Offer nor in the formulation of any advice to
shareholders in connection with the Offer, specifically because of his share
matching arrangements with Xchanging. 
 
On his appointment to Xchanging in December 2011, Geoff Unwin purchased with
his own funds 270,908 shares in Xchanging which he was expected to hold for at
least four years. Under the terms of his appointment, in the event that
Xchanging is acquired by a third party for a price per share in excess of
£1.00 before 2 December 2015, Xchanging would match Geoff Unwin's purchased
shares he still holds on a one-for-one basis. 
 
Noting that this arrangement would continue for a fixed period (until December
2015) and given the limited circumstances in which the share matching
arrangements applied, and their relatively modest quantum, the Xchanging Board
members agreed at that time that the chairman's judgment was unlikely to be
conflicted by such arrangements. Given this conclusion, and the fact that the
arrangements were discussed with the Xchanging Group's then major shareholders
in advance of Geoff Unwin's appointment, the Xchanging Board believed then,
and continues to believe now, that the share matching arrangement did not then
and does not now adversely impact Geoff Unwin's ability to provide effective
leadership and stewardship of Xchanging or the Xchanging Board. 
 
Given that as at the date of this announcement it is possible pursuant to the
terms of the Offer that a qualifying third party acquisition could be
consummated prior to 2 December 2015 such that Geoff Unwin's share matching
rights would be triggered, Geoff Unwin has declared to the Xchanging Board at
each Xchanging Board discussion of the potential approaches his potential
personal financial interest in the outcome of the Offer and has therefore been
excluded from the formulation of the recommendation and from giving any advice
to shareholders in connection with the Offer. 
 
This information is provided by RNS
The company news service from the London Stock Exchange