Annual Report and Notice of 2025 Annual General Meeting
24 March 2025
Capita plc ("the Company")
Publication of 2024 Annual Report and
Circular and Notice of 2025 Annual General Meeting
Capita plc announced its results for the year ended 31 December 2024 (the Full Year Results Announcement) on 5 March 2025. Further to the Full Year Results Announcement, the Company is pleased to confirm that the Annual Report and Accounts for the year ended 31 December 2024 (the 2024 Annual Report) has been published on the Company's website.
In addition, Capita has today published a circular to shareholders (the Circular) in relation to the proposals first announced in the Full Year Results Announcement, detailing the Board's proposals to:
- optimise the structure of the Company's balance sheet and enhance the Company's ability to return value to shareholders at the appropriate time in the future by cancelling the entire amount standing to the credit of the Company's share premium account (the Share Premium Reduction); and
- consolidate the existing ordinary shares in the Company (the Share Consolidation) at a ratio of 15 for 1, which would involve every 15 ordinary shares of 2 1/15 pence held by a shareholder being consolidated into one ordinary share of 31 pence.
The Circular also contains the Notice of the Company's 2025 Annual General Meeting (the 2025 AGM Notice) to be held at 10.30 a.m. on Tuesday 28 April 2025 at the Storey Club, 4 Kingdom Street, Paddington, London W2 6BD. The 2024 Annual Report and the Circular have been published on the Company's website, www.capita.com.
Definitions in this announcement have the same meanings as those in the Circular.
The Circular provides shareholders with further information about the background to, and reasons for, the Share Premium Reduction and the Share Consolidation, as well as containing details of the requisite Court approval process relating to the Share Premium Reduction.
An expected timetable of key events for the Share Premium Reduction and Share Consolidation is set out at the end of this announcement. Further detailed information on the expected timetable is set out in the Circular.
Full details of the business of, and arrangements for, the Annual General Meeting (including voting procedures) are contained in the 2025 AGM Notice.
This announcement is not a substitute for reading the Circular or 2025 AGM Notice in full.
The 2024 Annual Report and the Circular are being posted to shareholders today. Shareholders will receive these in two separate envelopes. Shareholders who have elected not to receive hard copy documents will receive a letter or email from the Company advising that the above listed documents are available.
In compliance with Listing Rule 6.4.1, a copy of the above documents have been uploaded to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk.#nsm/nationalstoragemechanism.
EXPECTED TIMETABLE
| EVENT | TIME AND/OR DATE |
| ANNUAL GENERAL MEETING |
|
| Date of this Circular and announcement on the LSE | 24 March 2025
|
| Latest time and date for receipt of Forms of Proxy, CREST and Proxy Instructions and electronic registration of proxy appointments
| 10.30 a.m. on 24 April 2025 |
| Voting Record Date for entitlement to vote at the Annual General Meeting
| 6.00 p.m. on 24 April 2025 |
| Annual General Meeting | 10.30 a.m. on 28 April 2025
|
| Announcement of results of the Annual General Meeting | 28 April 2025
|
| SHARE CONSOLIDATION |
|
| Last day to trade in Existing Ordinary Shares and Record Date for the Share Consolidation | 28 April 2025
|
| Expected date of Admission and first day of dealings in the New Ordinary Shares on the LSE
| 8.00 a.m. on 29 April 2025 |
| CREST accounts credited with New Ordinary Shares (uncertificated Shareholders only)
| 29 April 2025 |
| Expected date of dispatch of share certificates in respect of any New Ordinary Shares held in certificated form
| By 14 May 2025 |
| SHARE PREMIUM REDUCTION |
|
| Expected date of Court Hearing to provide directions on the Share Premium Reduction on the share premium account
| Mid-May 2025 |
| Expected date of Court Hearing to confirm the Share Premium Reduction on the share premium account
| June 2025 |
| Expected registration date of Court order and effective date of the Share Premium Reduction
| Two weeks post the confirmation hearing 2025 |
Notes:
(1) All references to time in this document are to UK time.
(2) If the AGM is adjourned for any reason, the Voting Record Date for the adjourned meeting will be 48 hours (excluding non-Business Days) before the time set for the adjourned meeting.
(3) If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.
For more information, please contact:
Investor enquiries
Helen Parris, Director of Investor Relations
Tel: 07720 169 269
Email: IRteam@capita.co.uk
Stephanie Little
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
Notes to editors:
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 34,000 colleagues support primarily UK and European clients with people-based services underpinned by market-leading technology. We play an integral role in society - our work matters to the lives of the millions of people who rely on us every day.
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