25th Apr 2007 07:05
Xchanging PLC25 April 2007 25 April 2007 Stabilisation Notice: Xchanging plc In connection with the Global Offer in relation to the following Shares: Xchanging plc Ordinary Shares of 5p each (the "Shares") ISIN Code: GB00B1VK7X76 UBS Limited as stabilisation manager, or any other person acting for it may,over-allot and effect other transactions with a view to supporting the marketprice of the Shares at a level higher than that which might otherwise prevailfrom 8:00 a.m. on 25 April 2007 to 24 May 2007. However, there is no obligationon UBS Limited, or any agent of UBS Limited, to do this. Such transactions maybe effected on the London Stock Exchange and any other securities market, overthe counter market, stock exchange or otherwise. Such stabilising, if commenced,may be discontinued at any time and must be brought to an end no later than 24May 2007. In connection with its stabilising activities, General Atlantic Partners (asdefined below) have granted UBS Limited, on behalf of the Joint GlobalCo-ordinators, an over-allotment option (the "Over-allotment Option"),exercisable on or before 24 May 2007 pursuant to which UBS Limited may requireGeneral Atlantic Partners to transfer up to 12,628,031 additional Shares(representing 15% of the Shares subject to the Global Offer) at the offer priceto cover short positions arising from such over-allotments (if any) and/or salesof Shares effected by it during the stabilising period. UBS Limited has agreed with Xchanging plc that any over-allotment of Shares byit or any of its agents will be up to a maximum of 15 per cent. of the totalnumber of Shares comprised in the Global Offer (before any exercise of theOver-allotment Option). Number of Shares in the Global Offer 84,186,874Number of Shares subject to the Over-allotment Option 12,628,031Offer price 240 pence per Share The offer price of Xchanging plc Shares of 5p each was set at 240p (the "OfferPrice") on 25 April 2007 UBS Limited contacts:Christopher Smith (Tel: +44 20 7568 4389)Trevor Franz (Tel: +44 20 7568 8379) 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 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. In this announcement: "General Atlantic Partners" means General Atlantic Partners 55, L.P.;GAP-Xchange Partners, L.L.C., SCA; GAP Coinvestment Partners, L.P.; GAPCoinvestment Partners II, L.P.; General Atlantic Partners (Bermuda), L.P.;GapStar, LLC; GAPCo GMBH & Co. KG; and GAP-W International, L.P.; and "Joint Global Co-ordinators" means Citigroup Global Market U.K. Equity Limitedand UBS Limited. Information in this announcement or any of the documents relating to the GlobalOffer cannot be relied upon as a guide to future performance. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
XCH.L