TIDMCPI
RNS Number : 8332L
Capita PLC
23 April 2018
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FOR IMMEDIATE RELEASE
23 April 2018
Capita plc
Publication of Prospectus
Further to the announcement by Capita plc (the "Company" or
"Capita") earlier today relating to a fully underwritten rights
issue to raise gross proceeds of approximately GBP701 million (the
"Rights Issue"), the Company has published a prospectus which has
been approved by the Financial Conduct Authority (the
"Prospectus"), dated 23 April 2018, in connection with the
Company's proposed Rights Issue.
The Prospectus contains details of the Rights Issue and will be
submitted to the National Storage Mechanism and be available for
inspection at www.morningstar.co.uk/uk/NSM or it can be inspected
at the registered office of the Company at 71 Victoria Street,
London SW1H 0XA.
The Prospectus will also be made available on
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 0220
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 EXCLUDED 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 Excluded 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIZMGZDKFGGRZM
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April 23, 2018 11:21 ET (15:21 GMT)
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