1st Apr 2008 18:00
Xchanging PLC01 April 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 1 April 2008Xchanging PLC SECONDARY PLACING OF ORDINARY SHARES OF 5p EACH IN XCHANGING PLC ("XCHANGING" OR THE "COMPANY") Citigroup Global Markets UK Equity Limited ("Citi") and UBS Investment Bank ("UBS") (together the "Bookrunners") announce that, following agreement betweenthe Bookrunners and certain members of Xchanging management ("Management"),4,976,860 ordinary shares in Xchanging, representing in aggregate approximately2.32% of the issued share capital of Xchanging (the "Placing"), have been placedwith a range of institutions at a price of 270 pence per ordinary share raisinggross proceeds of approximately £13,437,522 million. Settlement of the Placingis expected to take place on 4 April 2008. For the purpose of such sale, the Bookrunners released Management from certainobligations under the Underwriting Agreement, entered into at the IPO ofXchanging plc on 30 April 2007, which imposed a lock-up on Management until 30April, 2008. The early release from lock-up was permitted in order thatManagement could sell shares before the abolition of capital gains businessasset taper relief tax after 5 April, 2008. The share sale by Managementconstitutes less than 15% of their total holdings in the company (includingordinary shares and options over ordinary shares - together "Holdings"). Adetailed breakdown of the amounts sold and their revised Holdings is provided inthe appendix to this announcement. The shares retained by Management will be subject to new lock-up undertakingswhich restrict any further disposal of shares by Management until 1 July 2008. Appendix 1 . NOTIFICATION OF INTERESTS OF PDMR AND CONNECTED PERSONS Name of Issuer: Xchanging plc Class of security: Ordinary Shares of 5 pence each Reason for notification: transactions by PDMRs pursuant to secondary placing ofOrdinary shares of 5p each in Xchanging plc Date Company informed: 1 April 2008 Name of PDMR Description of Nature, Volume and Price of Resulting percentage Date of Transaction equity Holding in Transaction Xchanging plc John Robins Transfer of 80,000 ordinary shares to his 27 March 2008 spouse, Mrs Elizabeth Robins, for nil consideration Disposal of 80,000 ordinary shares for £2.70 0.19% 1 April 2008 eachDavid Andrews Disposal of 2,058,140 ordinary shares for 9.13% 1 April 2008 £2.70 eachRichard Houghton Disposal of 800,000 ordinary shares for £2.70 1.12% 1 April 2008 eachAdele Browne Transfer of 163,000 ordinary shares to her 27 March 2008 personal pension plan (thus remaining in her beneficial ownership) for nil consideration Disposal of 400,000 ordinary shares for £2.70 1.05% 1 April 2008 eachDavid Rich-Jones Transfer of 158,140 ordinary shares to his 27 March 2008 spouse, Mrs Laura Rich-Jones, for nil consideration Disposal of 833720 ordinary shares for £2.70 1.15% 1 April 2008 eachSteve Bowen Transfer of 121,875 ordinary shares to his 27 March 2008 personal pension plan (thus remaining in his beneficial ownership) for nil consideration Disposal of 250,000 ordinary shares for £2.70 0.52% 1 April 2008 eachGary Whitaker Transfer of 20,200 ordinary shares to his 27 March 2008 spouse, Mrs Anouk Gauthier, for nil consideration Disposal of 155,000 ordinary shares for £2.70 0.17% 1 April 2008 eachClive Buesnel Transfer of 88,300 ordinary shares to his 27 March 2008 personal pension plan (thus remaining in his beneficial ownership) for nil consideration Disposal of 400,000 ordinary shares for £2.70 0.72% 1 April 2008 each Enquiries: XchangingDavid Andrews Tel: +44 (0) 20 7780 6999Richard Houghton CitiDarell Uden Tel: +44 (0) 20 7986 4000Charlie Lytle UBSChristopher Smith Tel: +44 (0) 20 7567 8000Nick Adams Tulchan CommunicationsDavid Trenchard Tel: +44 (0)20 7353 4200David Allchurch About Xchanging Xchanging is a fast-growing international, pure play business processoutsourcing company providing complex industry specific processing to thebanking and insurance industries such as securities processing, commercialinsurance premiums and claims processing. We also provide procurement, financeand accounting, and human resources services to customers across industries. www.xchanging.com This announcement is not for publication or distribution, directly orindirectly, in or into the United States of America (including its territoriesand possessions, any state of the United States and the District of Columbia).This announcement is not an offer of securities for sale into the United States.The securities referred to herein have not been and will not be registered underthe U.S. Securities Act of 1933, as amended, and may not be offered or sold inthe United States, except pursuant to an applicable exemption from registration.No public offering of securities is being made in the United States. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
XCH.L