Xchanging : Statement re Board recommendation

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

9 December 2015

For immediate release

Xchanging plc

Statement regarding withdrawal of Board recommendation of the offer from Capita plc

Following the announcement today of a recommended cash offer for Xchanging plc ('Xchanging') by Computer Sciences Corporation ('CSC') for the entire issued and to be issued share capital of Xchanging (the 'CSC Offer'), the Board of Xchanging confirms that it has withdrawn its recommendation of the offer from Capita plc (the 'Capita Offer') and that it intends unanimously to recommend the CSC Offer.

The CSC Offer price of 190 pence per share in cash values Xchanging at a premium of 19 per cent. to the Capita Offer price. In evaluating the CSC Offer, the Board of Xchanging has considered various aspects of the CSC Offer, including valuation, transaction timing and execution risk, and considers the CSC Offer to represent a superior offer for Xchanging shareholders, as compared to other offers.

Shareholders that had previously accepted the Capita Offer can now withdraw their acceptances to the Capita Offer in accordance with the procedure set out in Part III, Section B, Paragraph 3 of the Capita Offer document posted to shareholders dated 17 October 2015.

Further announcements will be made as and when appropriate.

Enquiries:

Xchanging plc

Tel: [phone]

Geoff Unwin, Chairman
Ken Lever, Chief Executive

Lazard (Financial Adviser)

Tel: [phone]

William Rucker

Cyrus Kapadia
Olivier Christnacht

Investec (Corporate Broker)

Tel: [phone]

Christopher Baird

James Rudd

Liberum (Corporate Broker)

Tel: [phone]

Peter Tracey

Neil Patel

Maitland (Financial PR)

Tel: [phone]

Emma Burdett

Dan Yea

Mob: [phone]

www.xchanging.com

@XchangingGroup

Linkedin/company/xchanging

Disclaimer

Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in theUnited Kingdom, is acting exclusively for Xchanging and for no one else in connection with the Offer and will not be responsible to anyone other than Xchanging for providing the protections afforded to its clients or for providing advice in connection with the Offer referred to in this announcement.

Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Xchanging and no-one else in connection with the Offer and will not be responsible to anyone other than Xchanging for providing the protections afforded to its clients or for providing advice in connection with the Offer referred to in this announcement.

Liberum Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Xchanging and for no one else in connection with the Offer and will not be responsible to anyone other than Xchanging for providing the protections afforded to its clients or for providing advice in connection with the Offer referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror(s) (being any offeror(s) other than an offeror(s) in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror(s) is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror(s) is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror(s) prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror(s). A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror(s), they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror(s) and Dealing Disclosures must also be made by the offeree company, by any offeror(s) and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror(s) companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror(s) was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.