Travers Smith LLP has advised Deloitte LLP, as sponsor and financial adviser, Liberum Capital, as joint bookrunner and sole underwriter, and Zeus Capital, as joint bookrunner and sole broker, in connection with the £70 million firm placing and placing and open offer of new shares by Xafinity plc in connection with its acquisition from Punter Southall Holdings Limited of its actuarial consulting, pensions administration and investment consulting businesses for consideration of up to £150.3 million.
Xafinity is a UK specialist in pensions actuarial, consulting and administration, providing a wide range of services to over 550 pension scheme clients.
The acquisition is a Class 1 transaction for Xafinity and completion of the firm placing and placing and open offer and the acquisition are therefore conditional upon obtaining approval from Xafinity's shareholders.
Xafinity will fund the acquisition through the proceeds of the firm placing and placing and open offer, funds drawn down under new debt facilities totalling £80 million, the issue of new ordinary shares in Xafinity, the transfer of Xafinity's HR Trustees business to the seller, and the potential issue of additional new ordinary shares in Xafinity pursuant to a contingent deferred consideration mechanism.
The Travers Smith team comprised Corporate Finance Partner Philip Cheveley and Corporate Finance Senior Associate Mark Anderson. U.S. securities law advice was provided by U.S. Partner Dan McNamee and Senior U.S Associate Brent Sanders. Xafinity was represented by Macfarlanes (Harry Coghill) on the capital raising and acquisition and Reed Smith (Nick Williams) on the debt facilities.