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1 October 2024
Capita plc
(the "Company")
Voting Rights and Capital
Notification of alteration to total voting rights in accordance with the FCA's Disclosure Guidance and Transparency Rules provision 5.6.1R.
The Company advises that its capital consists of 1,701,273,523 ordinary shares of 2 1/15p each, as at 30 September 2024. The voting rights of these shares are identical with each share carrying the right to one vote. The Company currently holds no ordinary shares in Treasury. Therefore, the total number of voting rights in Capita plc is 1,701,273,523.
The above figure, 1,701,273,523 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, Capita plc under the FCA's Disclosure Guidance and Transparency Rules.
In addition, the above figure includes 11,018,257 shares currently held by the Capita Employee Benefit Trust and therefore excluded from the Company's EPS calculation.
Name and signature of duly authorised officer of issuer responsible for making notification:
Claire Denton, Company Secretary, 020 7799 1525
27 September 2024
(‘Capita plc’ or the ‘Company’)
Director Declaration – Georgina Harvey
In accordance with Listing Rule 9.6.14(2), Capita announces that Georgina Harvey, Senior Independent Director and Chair of Capita’s Remuneration Committee will be appointed as a Non-Executive Director of M&C Saatchi PLC. The appointment will be effective from 1 October 2024.
M&C Saatchi PLC is listed on the FTSE AIM index of the London Stock Exchange.
Investor enquiries
Helen Parris, Director of Investor RelationsTel: 07720 169 269Email: IRteam@capita.co.uk
Stephanie Little, Deputy Head of Investor Relations Tel: 07541 622 838Email: IRteam@capita.co.uk
Media enquiriesCapita external communicationsTel: 02076 542399Email: media@capita.co.uk
About Capita
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 41,000 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.
23 September 2024
Capita extends smart meter licence contract
Capita plc (Capita) has secured a two-year extension to its Data Communications Company (DCC) Licence to manage the delivery of the UK’s smart meter secure communications platform.
The extension, with a total contract value of up to £135m, will see DCC continue to operate the secure platform supporting the UK’s smart meter roll-out until September 2027.
Smart DCC Limited, a wholly owned but non-consolidated subsidiary within the Capita Public Service division, has been licensed by the UK government to build and manage the central network for smart metering across Britain since 2013.
It is operated by Capita under a licence regulated by Ofgem, and is responsible for operating the secure platform which is connecting 53 million smart meters to energy suppliers, distribution network operators and other authorised third parties, such as software as a service (SaaS) providers.
Richard Holroyd, CEO, Capita Public Service, said: “We are exceptionally proud of the central role Capita plays in enabling the technological transformation of the UK’s energy system.
“We will continue to leverage deep technical expertise and regulatory knowledge to deliver smooth migration to smart meters, helping UK consumers to become more energy aware as well as helping them manage their costs.”
Notes to editors:
The total IFRS 15 transaction price (order book) for the two-year extension is £22m.
Investor enquiries
Helen Parris, Director of Investor RelationsTel: 07720 169 269Email: IRteam@capita.co.uk
Stephanie Little, Deputy Head of Investor Relations Tel: 07541 622 838Email: IRteam@capita.co.uk
Media enquiriesCapita external communicationsTel: 02076 542399Email: media@capita.co.uk
About Capita
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 41,000 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.
Capita plc
("Capita" or the "Company")
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
16 September 2024
On 12 September 2024, the following restricted share award ("2024 RSA") was granted over the Company's Ordinary 2 1/15p shares ("Ordinary Shares") to Pablo Andres.
The 2024 RSA granted to Pablo Andres, Chief Financial Officer, will normally vest on 10 May 2027, subject to: (i) continued employment; and (ii) a positive assessment of performance against two underpins (as detailed below).
The underpin conditions attached to Mr Andres' 2024 RSA include:
Underpin 1: Capita's total shareholder return over the three-year period ending 31 December 2026 must be positive; and Underpin 2: the Remuneration Committee must be satisfied with the underlying performance of the Company from the Award Date until the Normal Vesting date and that there have been no environmental, social or governance issues resulting in material reputational damage. If this is not deemed to be met, the Committee will consider a reduction of the final vesting level of the RSAs (including to nil).
The information set out below is provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name
Pablo Andres
2. Reason for the notification
a) Position/status
Chief Financial Officer (Director)
b) Initial notification /Amendment
Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name
Capita plc
b) LEI
CMIGEWPLHL4M7ZV0IZ88
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument
Identification code
Ordinary shares of 2 1/15p each
GB00B23K0M20
b) Nature of the transaction
Grant of nil cost options over Capita ordinary shares under the Capita Plc Executive Plan 2021
c) Price(s) and volume(s)
Price(s)
Volume(s)
£nil
1,241,721
d)Aggregated information
-Aggregated volume
-Price
1,241,721
£nil
e) Date of transaction
12 September 2024
f) Place of transaction
Outside of a trading venue
5 September 2024
Completion of Capita One sale
Capita plc (Capita) has today completed the sale of Capita One Limited, its standalone software business, to MRI Software, receiving net cash proceeds of approximately £180m, in line with the terms announced on 9 July 2024.
The sale of Capita One follows an evaluation of certain activities currently carried out by Capita that are not core to the Group's future strategy. As announced on 13 June 2024 at the Group's Capital Markets Event, standalone software activities are part of the Group's activities that are being managed for value.
As previously outlined, the proceeds of the sale will materially strengthen the Group's financial position while providing funding and optionality for the transformation journey. We expect the Group to have minimal net financial debt at 31 December 2024.
Adjusting for the disposal of Capita One, on a pro-forma pre-IFRS 16 basis as at 30 June 2024, Capita was in a net cash position.
Barclays Bank PLC, acting through its Investment Bank (`Barclays') acted as sole financial advisor and sole sponsor to Capita on the transaction.
Notes to editors:
Investor enquiriesHelen Parris, Director of Investor RelationsTel: 07720 169 269Email: IRteam@capita.co.uk
Stephanie Little, Deputy Head of Investor Relations Tel: 07541 622 838Email: IRteam@capita.co.uk
Media enquiriesCapita external communicationsTel: 02076 542399Email: media@capita.co.uk
Barclays Bank PLC, acting through its Investment Bank (Sole Financial Advisor and Sole Sponsor to Capita)
Aamir Khan
Jessel Sheth
Tom Macdonald
Michael Hart
Stuart Muress
Tel: 0207 623 2323
About Capita One
Capita One is a provider of software solutions across the UK public sector, helping local authorities drive efficiency, maximise revenue collection and deliver essential public services as cost effectively as possible. Capita One primarily serves local authorities, local education authorities and housing associations, and the business operates across three sectors: revenue and benefits software, social housing management and education management software. The Capita One senior management team comprises: Jon Peart, Stuart Cheetham, Dave Smedley, Paul Millard, James Allard and Gavin Chamberlain. The Capita One senior management team will be transferring with the business.
About MRI Software
MRI Software is a leading provider of real estate software solutions that transform the way communities live, work and play. MRI Software's open and connected, AI-first platform empowers agents, owners, operators and occupiers in commercial and residential property organizations to innovate in rapidly changing markets. MRI Software has been a trailblazer in the PropTech industry for over five decades, serving more than six million users worldwide, including social housing and the public sector. Through innovative solutions and a rich partner ecosystem, MRI Software gives real estate companies the freedom to realize their vision of building thriving communities and stronger businesses. For more information, visit https://www.mrisoftware.com/uk/.
About Capita
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 41,000 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.
Important Notice
Barclays, which is authorised by the Prudential Regulation Authority (`PRA') and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Capita and no one else in connection with the transaction that this announcement relates to and will not be responsible to anyone other than Capita for providing the protections afforded to clients of Barclays nor for providing advice in relation to the transaction or any other matter referred to in this announcement.
8 August 2024
Capita plc (“the Company”)
Director Share Dealing
Purchase of shares by Pablo Andres, Director and Chief Financial Officer Designate
The Company has been advised that Pablo Andres, Director and Chief Financial Officer Designate purchased 1,200,000 Ordinary Shares of 2 1/15p each in the Company ("Ordinary Shares") on 7 August 2024, as detailed below.
Pablo Andres has a total of 1,850,000 Ordinary Shares representing 0.11% of the Company’s issued share capital.
As announced on 13 May 2024, Pablo Andres will be appointed as Chief Financial Officer on 9 August 2024 upon the retirement of Tim Weller.
The information set out below is provided in accordance with the requirements of the UK Market Abuse Regulation
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Pablo Andres
2
Reason for the notification
a)
Position/status
Director and Chief Financial Officer Designate
b)
Initial notification
/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Capita plc
b)
LEI
CMIGEWPLHL4M7ZV0IZ88
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary shares of 2 1/15p each
GB00B23K0M20
b)
Nature of the transaction
Purchase of shares
c)
Price(s) and volume(s)
Price
Volume
17.1905 pence
1,200,000
d)
Aggregated information
- Aggregated volume
- Price
1,200,000
17.1905 pence
e)
Date of the transaction
7 August 2024
f)
Place of the transaction
London Stock Exchange
7 August 2024
Capita plc (“the Company”)
Director Share Dealing
Vesting of Share Award and Investment of Own Funds
Adolfo Hernandez, Chief Executive Officer
The Company confirms that the first tranche of shares awarded to Adolfo Hernandez, Chief Executive Officer under the buy-out share award granted on 19 March 2024, vested on 5 August 2024.
This was a total of 2,509,709 Capita plc Ordinary Shares of 2 1/15p each in the Company ("Ordinary Shares"). Adolfo Hernandez has personally funded £188,258 to cover his liability in respect of income tax and national insurance arising upon the vesting of this first tranche.
Following vesting of these shares, Adolfo Hernandez holds a total of 3,159,709 Ordinary Shares representing 0.2% of the Company’s issued share capital.
The information set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
This notification is made in accordance with the requirements of the UK Market Abuse Regulation.
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Adolfo Hernandez
2
Reason for the notification
a)
Position/status
Chief Executive Officer
b)
Initial notification
/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Capita plc
b)
LEI
CMIGEWPLHL4M7ZV0IZ88
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary shares of 2 1/15p each
GB00B23K0M20
b)
Nature of the transaction
Vesting of Ordinary Shares under first tranche of buy-out share award.
c)
Price (s) and Volume(s) -
Acquisition of shares on exercise of options
Price(s)
£nil
Volume(s)
2,509,709
Retention of shares, following investment
£nil
2,509,209
d)
Aggregated information
Price(s)
Volume(s)
Acquisition of shares on exercise of options
£nil
2,509,709
Retention of shares, following investment
£nil
2,509,709
e)
Date of the transaction
5 August 2024
f)
Place of the transaction
Outside of a trading venue
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Tim Weller
2
Reason for the notification
a)
Position/status
Tim Weller – Chief Financial Officer
b)
Initial notification
/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Capita plc
b)
LEI
CMIGEWPLHL4M7ZV0IZ88
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary shares of 2 1/15p each
GB00B23K0M20
b)
Nature of the transaction
Monthly share purchase under the Capita Share Ownership Plan
c)
Price(s) and volume(s)
Tim Weller – Purchase of Shares within the Capita Share Ownership Plan:
Price(s)
Volume(s)
£0.162354
1,062
d)
Aggregated information
- Aggregated volume- Price
1,062 Ordinary shares
£0.162354
e)
Date of the transaction
2024-08-05
16:00 BST
f)
Place of the transaction
XLON
Capita plc
Half Year Results 2024
Improved margin with good progress on cost reductions underpinning unchanged underlying full year profit expectations
Adolfo Hernandez, Chief Executive Officer, said:
“In my first six months I have been working with colleagues to identify and action many initiatives that will make Capita a better company. Our teams are passionate about the delivery of critical services to our clients, their customers and to wider society. Our focus is on ensuring that the value we create for those stakeholders is reflected in the financial performance of the business and I am excited about the future and the progress we've made in a short period of time.
"We are implementing changes that will make us more competitive and drive growth, by becoming more efficient and spending less, digitising our offerings and leveraging technology partnerships. This, together with more precision in delivery and evolving our culture, is enabling us to accelerate execution.
"We are on track to deliver on our cost reduction programme, having taken action to deliver £100m out of the £160m of annualised cost reductions we expect to achieve by June 2025. This will support our planned improvement in the adjusted operating margin of the group, which in the first half increased from 3.1% to 4.5%.
"We have much more to do, but I am pleased that Capita is making encouraging progress in its journey to deliver its medium-term financial targets and create sustainable value for all its stakeholders”.
H1 2024 Financial results adjusted for business exits, including Capita One
• Adjusted revenue1 decreased by 9% to £1,201.5m (H1 2023: £1,324.4m) reflecting the non-repeat of one-off benefits in H1 2023 in Experience and the impact of previously announced contract losses
• Adjusted operating profit1 increased 33% to £54.2m, benefitting from the successful implementation of ongoing cost reduction programme
• Reported profit before tax of £60.0m (H1 2023 loss: £67.9m) boosted by £38.1m gains on the sale of businesses, including Fera
• Free cash outflow excluding business exits* of £51.9m (H1 2023 outflow: £64.3m) reflecting costs associated with the cost reduction programme and final pension deficit reduction contributions
• Net financial debt (pre-IFRS 16): adjusted EBITDA1 ratio 1.1x
Good momentum in delivery of positive cash flow in medium term
• Targeting £160m of annualised cost reductions, to be delivered by June 2025
• At the half year, actions taken to deliver £100m of these savings, with associated cash cost of £19.7m
• Operating cash flow* in H1 2024 improved by 75% to £51.4m reflecting reduced deferred income releases
Contract wins
• Total contract value won £934.4m (2023: £1,317.0m), reflecting a lower level of bid activity
• Book to bill ratio of 0.8x (2023: 1.0x)
• Contract win rate of 48% versus 63% last year, partially reflecting our focus on ensuring contracts are bid at an appropriate margin in line with the Group's medium-term operating margin target
Outlook for full year 2024
• Expect a low to mid-single digit percentage adjusted revenue reduction, reflecting delayed operational go-live on certain contracts and a more focused approach to bidding
• Expect modest adjusted operating margin improvement reflecting continued benefit of cost reduction programme, pay review phasing and H2 2023 bonus release; underpinning profit expectations
• Adjusted operating profit1 and free cash outflow excluding business exits* outlook unchanged on an underlying basis. Pro-forma outflow of between £90m and £110m following Capita One disposal, with £50m cost associated with cost reduction programme
• Capita One disposal to complete in Q3 with net proceeds of c.£180m; minimal year end net financial debt
Six months ended 30 June 2024
Financial highlights
Reported 2024
Reported 2023
Reported
POP change
Adjusted1 2024
Adjusted1 2023
Adjusted1
POP change
Revenue
£1,237.3m
£1,477.0m
(16%)
£1,201.5m
£1,324.4m
(9%)
Operating profit/(loss)
£43.9m
£(35.8)m
n/a
£54.2m
£40.9m
33%
Operating margin
3.5%
(2.4)%
n/a
4.5%
3.1%
45%
EBITDA
£101.7m
£85.6m
19%
£102.2m
£97.1m
5%
Profit/(loss) before tax
£60.0m
£(67.9)m
n/a
£31.6m
£18.3m
73%
Basic earnings/(loss) per share
3.14p
(5.06)p
n/a
2.19p
2.68p
(18%)
Operating cash flow*
£73.5m
£34.2m
115%
£51.4m
£29.3m
75%
Free cash flow*
£(44.6)m
£(84.0)m
47%
£(51.9)m
£(64.3)m
19%
Net debt
£(521.9)m
£(544.6)m
4%
£(521.9)m
£(544.6)m
4%
Net financial debt (pre-IFRS 16)
£(166.4)m
£(166.2)m
—%
£(166.4)m
£(166.2)m
—%
1 Capita reports results on an adjusted basis to aid understanding of business performance.
* Adjusted operating cash flow and free cash flow exclude the impact of business exits (refer to note 9).
Investor presentation
A presentation for institutional investors and analysts hosted by Adolfo Hernandez, CEO and Tim Weller, CFO, will be held at 09:00am UK time, Friday 2 August 2024. This will be held in the Capita offices at 65 Gresham Street, London EC2V 7NQ. A live webcast will also be available (www.capita.com/investors) and will subsequently be available on demand. The presentation slides will be published on our website at 07:00am and a full transcript will be available the next working day.
Webcast link:
https://webcast.openbriefing.com/capita-hy24/
For further information:
Helen Parris, Director of Investor Relations
T +44 (0) 7720 169 269
Stephanie Little, Deputy Head of Investor Relations
T +44 (0) 7541 622 838
Elizabeth Lee, Group Head of External Communications
T +44 (0) 7936 332 957
Capita press office
T +44 (0) 2076 542 399
LEI no. CMIGEWPLHL4M7ZV0IZ88.
Chief Executive Officer's review
H1 2024 Summary
Since joining Capita in January this year, I have spent time embedding myself within the organisation and working with colleagues to identify and put in place the many initiatives which will result in a “Better Capita”. At a time of dynamic change for the Group I continue to be impressed by the passion that our teams have in their continued delivery of critical services to our clients, their customers or service users and society.
However, as I said in March as part of my initial impressions, while the business has strong foundations, the value Capita creates for its customers has not been translated into positive financial performance and this will be a clear area of focus going forwards. We have worked, at speed, to identify key priorities and opportunities for future operational and financial improvement and we’ve outlined our medium-term priorities.
The key components of being more competitive and funding our growth, as outlined in March, are through becoming more efficient and spending less, digitising our offerings, leveraging technology partnerships strongly, being more precise in our delivery, improving governance and evolving our culture. We are now accelerating the execution of actions which will deliver on these priorities.
As we work to improve our financial performance in this transformation, our first priority is to increase the operating margin of the Group, with sustainable cash generation and revenue growth to follow. We were pleased to have delivered strong progress on that front in the first half, with the Group’s adjusted operating margin improving to 4.5% from 3.1%, predominantly as a result of the cost reduction programme we commenced in 2023.
In June, we held a Capital Markets Event, at which we set out the Group’s strategic themes of “Better Efficiencies, Better Technology, Better Delivery and Better Company” and the strategic priorities for the two divisions of Capita Public Service and Capita Experience.
We also set out the Group’s medium-term financial targets which are: delivering low to mid-single digit revenue growth per annum; operating (EBIT) margin of 6 – 8%; and positive free cash flow from 2025, with operating cash conversion of 65% to 75%; net financial debt leverage of ≤1x and continued reduction in lease liabilities from the Group’s ongoing property rationalisation.
The Group’s transformation will be delivered in three waves: firstly quick wins to fund the journey as we reduce our costs; secondly going back to basics to improve our processes and infrastructure; and thirdly building for the future as we reinvest c.£50m of the £160m of efficiencies we generate from the cost savings programme to accelerate growth.
As we look forward, and strive to improve profitability, the Group will be more focused and prioritise those business sectors in which we have strong expertise, win today and where we see material opportunities in the future – these are across our Public Service business and also the Contact Centre and Pension Solutions businesses in Capita Experience.
We have identified some service lines which will be managed for value, including closed book Life & Pensions, Mortgage Services, networks and standalone software activities. The service lines identified as managed for value represented c.25% of the Group’s revenue in 2023. We are exploring options to derive value from these service lines such as delivery through partners, radical transformation and, in some cases, exit of the activity or service line.
In line with this strategy, in July, we announced the sale of the standalone software business Capita One to MRI Software with expected net proceeds of c.£180m. The sale is expected to complete towards the end of August, and the proceeds will materially strengthen the Group’s financial position while providing funding and optionality for the transformation journey. Notwithstanding the disposal of this high margin, but non-core business unit, we re-iterate our medium-term operating margin target of 6-8%.
Better technology - relationships with hyperscalers
We have a great opportunity to drive the Group’s transformation through re-establishing and strengthening Capita’s relationship with technology hyperscalers. We have been very active in the first six months of the year, working and partnering with hyperscalers to develop AI and generative AI solutions which will improve consumer experiences while delivering greater efficiency across both internal and external processes. This will allow the Group to minimise its capital expenditure, while increasing the pace of operational performance improvement to customers.
During H1 we agreed a number of partnerships and collaborations including with Microsoft, ServiceNow, Salesforce and Amazon Web Services (AWS). We are jointly developing solutions which can be used across our existing contract base, while also looking at our sales pipeline to ensure we have tailored solutions around future opportunities. Looking forward, we expect these partnerships to increase the breadth of services and capabilities which Capita can deliver.
1 August 2024
Capita plc
(the "Company")
Voting Rights and Capital
Notification of alteration to total voting rights in accordance with the FCA's Disclosure Guidance and Transparency Rules provision 5.6.1R.
The Company advises that its capital consists of 1,701,273,523 ordinary shares of 2 1/15p each, as at 31 July 2024. The voting rights of these shares are identical with each share carrying the right to one vote. The Company currently holds no ordinary shares in Treasury. Therefore, the total number of voting rights in Capita plc is 1,701,273,523.
The above figure, 1,701,273,523 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, Capita plc under the FCA's Disclosure Guidance and Transparency Rules.
In addition, the above figure includes 11,511,726 shares currently held by the Capita Employee Benefit Trust and therefore excluded from the Company's EPS calculation.
Name and signature of duly authorised officer of issuer responsible for making notification:
Claire Denton, Company Secretary, 020 7799 1525