25th Apr 2007 07:02
Xchanging PLC25 April 2007 Xchanging plc25 April 2007 This document (and the information contained herein) is not for publication ordistribution in or into the United States, Australia, Canada and Japan. This announcement is an advertisement and not a prospectus and investors shouldnot subscribe for or purchase any shares referred to in this announcement excepton the basis of information in the prospectus to be published by Xchanging plcin due course in connection with the admission of the ordinary shares in thecapital of the Company to the Official List of the Financial Services Authorityand to trading on London Stock Exchange plc's (the "London Stock Exchange") mainmarket for listed securities (the "Prospectus"). Copies of the Prospectus will,following publication, be available from Xchanging plc's registered office. Xchanging plc ("Xchanging" or the "Company") XCHANGING ANNOUNCES IPO OFFER PRICE of 240 pence per Ordinary Share Xchanging today announces that the offer price for its initial public offering(the "Global Offer") has been set at 240 pence per ordinary share (the "OfferPrice"). This gives a market capitalisation of approximately £493 million and adiluted equity value of approximately £525 million. Following a roadshow to investors in the UK, US and Continental Europe, theOrdinary Shares have been placed with a broad range of institutionalshareholders. The order book was many times subscribed at the Offer Price on thebase issue size. The Global Offer comprises 52,936,874 existing ordinary shares and 31,250,000new ordinary shares (excluding any exercise of the over-allotment arrangement),which represents in aggregate approximately 41 per cent of the Company's issuedordinary share capital and a total offer size of £202 million. The grossproceeds of the Global Offer to be received by Xchanging from the issue of newordinary shares are £75 million. Citigroup Global Markets U.K. Equity Limited and UBS Limited, who are JointGlobal Co-ordinators and Joint Bookrunners to Xchanging, have been granted anover-allotment option allowing them to purchase or procure purchasers foradditional ordinary shares of up to a maximum of 12,628,031 existing ordinaryshares, representing 15 per cent of the Shares in the Global Offer. UBS willact as the stabilisation manager. Conditional dealings are expected to commence on the London Stock Exchange at8.00am BST today under the ticker symbol XCH. Admission to the Official List ofthe Financial Services Authority and commencement of unconditional dealings isexpected to take place at 8.00am BST on 30 April 2007. David Andrews, Chief Executive of Xchanging, said: "We are delighted to announce the pricing of the IPO. We have enjoyed being ableto talk to the market about Xchanging's story and are pleased with the response,as demonstrated by the strong demand and high quality shareholder base we haveestablished. We look forward to life as a listed company and to being able totake advantage of the many growth opportunities open to us." Summary of the Offer Offer price 240 penceNumber of Ordinary Shares in the Global Offer 84,186,874Issued by the Company 31,250,000Sold by selling shareholders 52,936,874Number of existing shares subject to the over-allotment option 12,628,031Gross proceeds receivable by the Company £75 millionMarket capitalisation £493 millionDiluted equity value £525 million • The management has retained a significant shareholding in Xchangingrepresenting approximately 18 per cent of the Company following admission andhave undertaken (subject to certain exceptions) not to sell their remainingholdings for at least 365 days. • Immediately following Admission (assuming no exercise of theover-allotment option), General Atlantic will own a material shareholding inXchanging of approximately 34 per cent of Xchanging's issued share capital. Ifthe over-allotment option is exercised in full, this shareholding will beapproximately 28 per cent. General Atlantic has undertaken (subject to certainexceptions) not to sell any of its remaining shareholding for at least 180 days. • Citigroup have been appointed sole Sponsor of the Global Offer. • Citigroup and UBS have been appointed Joint Global Co-ordinators andJoint Bookrunners of the Global Offer. • Jefferies and Bridgewell have been appointed as co-lead managers of theGlobal Offer. END Enquiries: Xchanging plcDavid Andrews - Chief Executive OfficerRichard Houghton - Chief Financial OfficerTel: + 44 (0) 20 7780 6999 CitigroupMichael LavelleMark FisherCharles LytleGrant KernaghanTel: +44 (0) 20 7986 4000 UBSRichard GostlingChristopher SmithJohn WoollandNick AdamsTel: +44 (0)20 7567 8000 Tulchan Communications GroupDavid TrenchardStephen MalthouseTel: +44 (0)20 7353 4200 The contents of this announcement, which has been prepared by and is the soleresponsibility of the Company, have been approved solely for the purposes ofsection 21(2)(b) of the Financial Services and Markets Act 2000 by CitigroupGlobal Markets Limited of Citigroup Centre, Canada Square, London E14. Citigroup Global Markets Limited, Citigroup Global Markets U.K. Equity Limitedand UBS Limited are acting for Xchanging B.V. and Xchanging plc and no one elsein connection with the Global Offer and will not regard any other person astheir respective clients and will not be responsible to anyone other thanXchanging B.V. and Xchanging plc for providing the protections afforded to theirrespective clients nor for providing advice in relation to the Global Offer, thecontents of this announcement or any matters referred to herein. The information contained herein is not for publication or distribution in theUnited States, Canada, Australia or Japan. This announcement does not constituteor form part of an offer to sell or issue, or any solicitation of an offer tobuy or subscribe for any securities referred to herein. The securities referredto herein have not been and will not be registered under the U.S. Securities Actof 1933, as amended, (the "Act") and may not be offered or sold in the UnitedStates absent registration under that Act or an available exemption from it. TheCompany and the selling shareholders do not intend to register the securities orconduct a public offering in the United States. Securities in Xchanging plc have not been and will not be registered under theapplicable securities laws of Australia, Canada, or Japan and, absentappropriate exemptions may not be offered or sold within Australia, Canada, orJapan or to, or for the account or benefit of, citizens or residents ofAustralia, Canada, or Japan. The Global Offer and the distribution of this announcement and other informationin connection with the Global Offer in certain jurisdictions may be restrictedby law and persons into whose possession any document or other informationreferred to herein comes should inform themselves about and observe any suchrestriction. Any failure to comply with these restrictions may constitute aviolation of the securities laws of any such jurisdiction. This announcement does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to purchase or subscribe for,any securities and any purchase of or application for securities of the Companypursuant to the Global Offer should only be made on the basis of the informationcontained in the prospectus to be issued in connection with the Global Offer(the "Prospectus"). The price and value of securities may go up as well as down.Persons needing advice should contact a professional adviser. This announcement includes statements that are, or may be deemed to be,"forward-looking statements". These forward-looking statements can be identifiedby the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations orcomparable terminology. These forward-looking statements include matters thatare not historical facts and include statements regarding the Company'sintentions, beliefs or current expectations concerning, among other things, theCompany's results of operations, financial condition, liquidity, prospects,growth, strategies and the BPO industry. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements including, without limitation, thefactors to be described in the risk factors section of the Prospectus and thefactors to be described in the operating and financial review section of theProspectus. Forward-looking statements may and often do differ materially from actualresults. Any forward-looking statements in this announcement reflect theCompany's view with respect to future events as at the date of this announcementand are subject to risks relating to future events and other risks,uncertainties and assumptions relating to the Company's operations, results ofoperations, growth strategy and liquidity. Save as required by law or by theListing Rules, Disclosure and Transparency Rules or Prospectus Rules of theFinancial Services Authority, the Company undertakes no obligation publicly torelease the results of any revisions to any forward-looking statements in thisannouncement that may occur due to any change in its expectations or to reflectevents or circumstances after the date of this announcement. In connection with the Global Offer, UBS Limited has been appointed asstabilising manager, and it or any of its agents, may (but will be under noobligation to), to the extent permitted by law, over-allot or effect othertransactions intended to enable it to satisfy any over-allotments or whichstabilise, maintain or otherwise affect the market price of shares in Xchangingplc (the "Shares") or any options, warrants or rights with respect to, orinterest in, the Shares or other securities of Xchanging plc, in each case atlevels which might not otherwise prevail in the open market. The stabilisingmanager is not required to enter into such transactions and such transactionsmay be effected on the London Stock Exchange and any other securities market,over the counter market or otherwise. Such transactions, if commenced, may bediscontinued at any time and may only be entered into between commencement ofconditional trading of the Shares on the London Stock Exchange and 30 daysthereafter (the "stabilisation end date"). In connection with the Global Offer;the stabilising manager may, for stabilisation purposes, over-allot Shares up toa maximum of 15 per cent of the total number of Shares comprised in the GlobalOffer. For the purposes of allowing it to cover short positions resulting fromany such over-allotments and/or from sales of Shares effected by it during thestabilisation period, the stabilising manager has entered into an over-allotmentoption with certain of the selling shareholders pursuant to which thestabilising manager may purchase or procure purchasers for additional Shares upto a maximum of 15 per cent of the total number of Shares comprised in theGlobal Offer at the Offer price. The over-allotment option will be exercisable,upon notice by the stabilising manager, at any time on or before thestabilisation end date. Information in this announcement or any of the documents relating to the GlobalOffer cannot be relied upon as a guide to future performance. -------------------------- This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
XCH.L