15 July 2024
Listing
rule change - adjournment of general meeting
On 9
July 2024, Capita plc ("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
current Listing Rules and completion of the Disposal is therefore
required under those current rules to be conditional upon the
approval of Capita shareholders at a general meeting of Capita.
Capita announced on 10 July 2024 the
publication of a shareholder circular in relation to the Disposal
(the "Circular")
which included a notice convening a general meeting of Capita to be
held on 29
July at 12:00 p.m. (the
"General
Meeting"). The
business of the General Meeting is solely a resolution in respect
of such shareholder approval.
On
11 July 2024, the FCA announced that
changes to the Listing Rules (the "New
Listing Rules") will
take effect from 29 July 2024. Under
the New Listing Rules, completion of the Disposal is no longer
required to be conditional upon the approval of Capita
shareholders. Accordingly, under the terms of the sale and purchase
agreement in respect of the Disposal, the Disposal will no longer
be conditional on such shareholder approval.
This being
the case, and as set out in Capita's announcement of 9 July 2024 and in the Circular, Capita intends
to permanently adjourn the General Meeting without proceeding with
a vote in respect of the resolution to approve the
Disposal.
Shareholders are notified that:
-
There
will be no vote in respect of the Disposal at the General
Meeting.
-
Shareholders
are advised not to attend the General Meeting to seek to vote in
respect of the Disposal or to return proxy voting forms or voting
instructions.
-
The
facility to submit voting instructions electronically (including
via the 'CREST voting service', the proxymity platform and web
voting on www.capitashares.co.uk) will shortly be
deactivated.
-
The
only business of the General Meeting will be the immediate and
indefinite (permanent) adjournment the General
Meeting.
The
Disposal is expected to complete towards the end of August, subject
to notification and confirmation from the Secretary of State that
no further action will be taken under the UK's National Security
and Investment Act.
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
Advisor and Sole Sponsor to Capita)
Aamir Khan
Jessel Sheth
Tom Macdonald
Michael Hart
Stuart Muress
Tel: 0207
623 2323
About
Capita One
Capita One
is a provider of software solutions across the UK public sector,
helping local authorities 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. The Capita One senior management team
comprises: Jon Peart, Stuart Cheetham, Dave
Smedley, Paul Millard,
James Allard and Gavin Chamberlain. The Capita One senior
management team will be transferring with the business.
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 proposed 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.