Open Offer

• Security Code: 532616
• Company: XCHANGING

ICICI Securities Ltd ("Manager to the Open Offer") has submitted to BSE a Copy of Public Announcement ("PA") regarding Open offer (“Offer”) for acquisition of up to 27,850,929 fully paid-up equity shares of face value of INR 10 (Indian Rupees ten) each (“Equity Shares”), representing 25% (twenty five percent) of the fully diluted voting equity share capital of Xchanging Solutions Limited (“Target Company”) by Capita plc (“Acquirer”) along with Ventura (India) Private Limited, in its capacity as the person acting in concert with the Acquirer (“PAC”), from the Public Shareholders of the Target Company. Save and except for the PAC, no other person is acting in concert with the Acquirer for the purpose of this Offer.

This public announcement (“Public Announcement”) is being issued by the Manager to the Offer for and on behalf of the Acquirer and the PAC, to the Public Shareholders (as defined below) of the Target Company pursuant to and in compliance with Regulations 3, 4 and 5(1), and other applicable regulations of the SEBI (SAST) Regulations.

Offer Details:

Offer Size: Up to 27,850,929 Equity Shares, representing 25% (twenty five percent), of the fully diluted voting equity share capital of the Target Company (“Voting Share Capital”), as of the 10th (tenth) working day from the closure of the tendering period.

Price / consideration: INR 35.06 (Indian Rupees thirty five, and six paise only) per Equity Share (“Offer Price”) amounting to a total of Indian Rupees 97,64,53,570.74 (Indian Rupees ninety seven crores sixty four lakhs fifty three thousand five hundred and seventy rupees, and seventy four paise only). The Equity Shares are not frequently traded in terms of Regulation 2(1) (j) of the SEBI (SAST) Regulations. The Offer Price has been calculated in accordance with Regulation 8(4) of the SEBI (SAST) Regulations, since it is incapable of being determined under any of the parameters specified in Regulation 8(3) of the SEBI (SAST) Regulations.