This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of domestic law by virtue of the
The Disposal will result in the Capita group (the Group ) receiving expected gross cash proceeds of approximately £207m upon completion of the Disposal ( Completion ). Prior to Completion, the Group also expects to receive a cash dividend of £4.8m from Capita One.
Capita One provides local authorities, local education authorities and housing associations with revenues & benefits, social housing management and education management software. It helps local authorities drive efficiency, maximise revenue collection, and deliver essential public services as cost effectively as possible.
The sale of Capita One follows an evaluation of certain activities currently carried out by Capita that are not core to the Group's future strategy. As announced on
The Disposal will realise material value for Capita's shareholders and the net cash proceeds will provide the Group with additional cash resources to strengthen its financial position and further reduce indebtedness, as well as funding for its transformation journey. Although short term pro forma results are expected to be impacted by the Disposal, Capita is maintaining its medium-term guidance for the continuing Group based on the benefits of the cost saving and technology initiatives previously outlined.
The Disposal is expected to complete towards the end of August, subject to satisfaction of the following Completion conditions:
-- The sale of Capita One is a Class 1 transaction under the current Listing Rules and is conditional on the approval of Capita's shareholders (to the extent such approval is required by the Listing Rules as may be amended or replaced by theFCA ) with a shareholder circular (the Circular) to be published in due course including a timetable for a General Meeting of Capita shareholders; and -- notification and confirmation from the Secretary of State that no further action will be taken under theUK's National Security and Investment Act.
Proposed changes to the Listing Rules, including changes to the rules relating to Class 1 transactions, (the
New Listing Rules
) are expected to be finalised and implemented early in the second half of 2024. If the New Listing Rules are implemented as currently proposed and become effective prior to Completion, they would not require the Disposal to be conditional upon the approval of Shareholders. If, prior to the General Meeting, the
The Buyer has paid a deposit of £20m (the Deposit ) to the Seller's solicitors to be held by them (or a third-party escrow agent) as stakeholder pending Completion or termination of the sale and purchase agreement in respect of the Disposal (the SPA ). Upon Completion, the Deposit will be released to the Seller and credited against the cash consideration payable by the Buyer at Completion.
If the SPA were to terminate without Completion having occurred, the Deposit is required to be released and returned to the Buyer unless such termination is a result of a breach by the Buyer of its obligations under the SPA (in which case the Deposit shall be released to, and retained by, the Seller).
The SPA includes a joint and several guarantee by each of
The total assets of Capita One as at
"Capita One is a high-quality business that has performed exceptionally well. Under its new owner, it is well positioned to benefit from investment in its strategic growth.
"We remain committed to the local public service market but want to see Capita One be set up for continued success with an owner that can deliver the investment it needs."
Notes to editors:
Investor enquiries
Tel: 07720 169 269
Email:
IRteam@capita.co.uk
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
Tel: 0207 623 2323
About Capita One
Capita One is a provider of software solutions across the
About
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
Important Notice
Barclays, which is authorised by the
![](https://rt.prnewswire.com/rt.gif?NewsItemId=0009&Transmission_Id=202407090200PR_NEWS_UKDISCLO_0009&DateId=20240709)