Business
Proposed Acquisition of Punter Southall Holdings
Proposed Acquisition of Punter Southall Holdings.
About this update from Xps Pensions Group Plc
[{"type":"text","content":"\n \nRNS Number : 6607Y Xafinity PLC 07 December 2017 \n\nTHIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.\n \nTHIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.\n \nTHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.\n \n7 December 2017\n \nXafinity plc\n \nProposed Acquisition of Punter Southall Holdings Limited for up to £153 million\nProposed Firm Placing and Placing and Open Offer to raise £70 million\n \n \nIntroduction\n \nXafinity plc (\"Xafinity\" or the \"Company\"), the pensions actuarial, consulting and administration business, today announces the proposed acquisition from Punter Southall Group Limited (\"PS Topco\") of its actuarial consulting, pensions administration and investment consulting businesses (the \"Target Group\") for a total consideration of up to approximately £153 million (the \"Acquisition\").\n \nThe consideration for the Acquisition will be satisfied through the payment of £92,520,000 in cash, the issue of 25,766,871 Completion Shares, the transfer of the operating company of Xafinity's HR Trustees business to PS Topco at an agreed value of £8,480,000, and the potential issue of up to 6,134,969 Earn Out Shares pursuant to a contingent deferred consideration mechanism.\n \nThe cash component of the consideration is proposed to be financed by a combination of (a) a Firm Placing and Placing and Open Offer (the \"Capital Raising\") to raise in aggregate approximately £70 million (before expenses) and (b) funds drawn down under New Debt Facilities totalling £80 million (which replaces an existing debt facility of £38 million and will provide £42 million of incremental debt capacity).\n \nThe Target Group comprises three businesses: (i) the Actu...