Good morning, everyone. Thanks for taking the time to be here with us today. I'm here with Pablo, and we are just going to give you an update on the transaction we announced this morning for the disposal of our contact center business, the commercial contact center business. Transaction that we talked about in this morning's release at 7:00 A.M., and we just aim to give you an overview of both the strategic intent behind the transaction and also the financial nature of the transaction, but also the impact it will have on a going-forward basis, both strategically for the group and financially. I'm going to start with a disclaimer, which I would hope you can read at your leisure.
I would also add there is a section of this webcast that you're watching that has had to be rerecorded due to some technical problems on the Teams platform, but everything remains consistent, and everything is aligned with the RNS that we released this morning. Let me first start by sharing my excitement about this transaction. Right. This is a significant opportunity for us because if I look back the last couple of years, we've made a lot of progress to date in terms of transforming the business. We are a leaner business. We're more innovative. We're winning more, and we've done a significant transformation, a big part of the business. Similarly, we've done a big transformation of our contact center business. It's also better equipped now. It's also now retaining customers.
It's delivering high-quality solutions, and it's also got a high customer value proposition. It is on a different journey, and it needs a little bit more time. As we go on through all of this, we decided that it was probably the right time for the businesses to go in their separate ways, because at the same time, our contact and pensions business required a lot of middle and back office capabilities, and that's something that we do really well and a space where we win often. It's a high-quality business. We win well. We deliver well. We make money, and we are successful. In the contact center, it requires in the commercial space a different set of dynamics now, a different set of capabilities that I think are going to be best served under different ownership.
We have found a good partner to do this, a specialist in carve-outs, that is going to ensure good operational continuity for our colleagues, for our customers, and someone with whom we've worked in the past. We believe that overall, it's good value in the transaction. It's going to be good for our shareholders. It's gonna be good for our customers. It's gonna be good for our employees, and it's definitely going to put us closer to deliver our vision of building a better Capita. Let me just start by asking Pablo to quickly cover the nature of the transaction, and I'll be back to talk about its impact. Pablo, please.
Thank you very much, Adolfo. Good morning to everyone. I'll briefly cover the terms of the deal as set up in the following slides. We announced this morning the sale of the private contact center business. The purchaser is Inspirit Capital, and the current consideration is comprised of a number of elements. First, a headline sale price of GBP 1 with GBP 6.5 million of cash left in the business for normal working capital needs. Second, a potential consideration of up to GBP 61 million that has been agreed, of which GBP 11.5 million are payable based on future cash availability in the sold perimeter and up to GBP 50 million earn-out based on future financial performance. Third, there is also a value-sharing mechanism if the business is sold before five years.
The table at the bottom of the slide helps to explain the perimeter sold. The first column shows the 2025 results for contact centers, as announced a couple of weeks ago, with GBP 17 million losses for the full year. The second column shows the perimeter sold prepared under the same basis, where you can see it contributed GBP 35 million of losses for Capita in 2025, as well as cash outflows of GBP 16 million. The third column shows the retained contracts excluded from the sale perimeter that, as you can see, were profitable, contributing GBP 17.9 million profits to the group, as well as GBP 23.1 million of positive free cash flows.
On the fourth column, we include GBP 36.4 million of group costs retained, including GBP 25 million of overhead costs to be offset by the GBP 40 million savings program we have announced this morning and GBP 11 million of the retained leases. Continuing with the details of the transaction on the next slide. Total net leases of GBP 26 million are transferred with the perimeter, including GBP 18.1 million of lease liability of operational facilities and the sublet by Capita of a further operational facility for GBP 8.1 million. The group will retain three large underutilized properties with a lease liability of GBP 65 million and a P&L and cash cost of around GBP 10 million per annum.
This GBP 10 million is half of the GBP 20 million of underutilized property cost I mentioned at the year-end, and we have the possibility to restructure these leases going forwards. GBP 25 million of group overhead costs were allocated to the perimeter sold in 2025. This will be more than offset by the announced GBP 40 million savings program, and they will be delivered by the end of 2027. Transaction restructuring and separation costs of GBP 20 million will be incurred this year, with broadly half related to costs related to the transaction itself and half to complex separation costs that Capita will fund for a maximum of GBP 10 million. Finally, completion is expected before half-year results, subject to regulatory approvals.
I will now hand back over to Adolfo for him to provide further context on how this transaction supports our strategy to become the first AI-led BPO and accelerates value creation for the group.
Thank you, Pablo. Let me just sort of say a little bit more about Capita going forward, right? What's enabled and what's unlocked through this transaction besides a very strong and supporting partnership for the commercial contact centers in the future. We remain on the same strategy, right? Our strategy remains to be becoming that AI-led business process outsourcer that we've been embarked upon. What's gonna fundamentally change is the fact that we are going to be focusing more on the very complex middle and back office opportunity. That is a growing market. It's a market that's got complexities, and complexity for us is good 'cause it gives us differentiation given our expertise. But it will allow us to target our AI services capabilities into that.
Plus, we're building it on strong businesses, strong capabilities, strong skills, and a strong contract bases that we already have there today. Remember, sort of the vast majority of what's staying is public sector and is pensions, which is two well-performing businesses. Through the simplification of the business, and then once we've dealt with this stranded cost, we're gonna see a 200 bips improvement in the operating profit go from 2027. To get there, we're gonna have to take GBP 40 million out, and that's a combination of stranded costs from the departing group and then the simplification opportunity that we have above that as we will be a more focused and simple business. We remain committed and I think we've proven over the last couple of years that we know how to go after this.
We will be executing this flawlessly again. I think the important part of this is that it's just doubling down on what we are already doing well, doubling down on the businesses where we win well, we win often, and we know how to monetize and just move more of the business there, just relying on a partnership for the more nuanced complexities of the front office. That's that one. How do we look like in the future? If we go to the next slide, you can see there some of the positions that we have today put through the lens of this new future. Right? You can see a number of examples of middle office and back office on the left-hand side.
You can see the remaining perimeter. You can see the pensions administration will be part of public, will be part of the regulated private sector. You can see at sort of the light blues positions that we already have traditionally where we're strong on across that spread. You're also seeing the dark blue ones, which are the current AI capabilities that we've got. You've got an emerging shaded gray set of capabilities that we're building that we will be able to double down in going forward. This is going to be narrowing the focus to go deeper, and by going deeper and being more intentional, accelerate growth. In numbers, we go to the next slide. We wanted to give you just a quick picture of the before and after.
You can see the adjusted results overly simplified on the left-hand side. You can see the changes that you will be seeing on the business going forward. We talked about moving from 5.2 to 7.2 by 2027. Obviously we see opportunity to do more in the future, but that would be too premature to address now. We also see that we will have opportunities in the medium term to go and reduce the leverage. That will be slightly bigger as a result of this transaction.
It's going to be a very resilient model, a very cash back profit growth model in a significant addressable market, in a space where we have proven we have the right to win, and we have the capabilities to win. Very excited about what this does. We plan to share a lot more details on all of this and what it means on the strategy and new targets and things like that at a Capital Markets Day that we are going to do on the 17th of June. Please mark your calendars. We will sort of unveil a lot more details about this. I think if I was just to summarize now on the final slide before we open to Q&A.
I s that sort of the thought that we are on our evolution to become that better Capita. These moves enables an acceleration of that journey, right? I think we're gonna have a more reliable, more predictable, we're gonna be more intentional with our growth platform. We're gonna be equally dogged, but we're gonna be more focused on the AI and agentic first with the human in the loop strategy in the selected markets. We will continue to have the cost discipline that we built into the business, but now we add further simplification and further focus into it. It gets us to the right place. It will also allow the contact center business. It is really important for our colleagues in that business, for our customers in that business.
They will allow them to leverage what we've done with them over the last couple of years. It will allow them to move now more specifically into the opportunities of contact center. They might make some more contact center specific sort of investments. I think the opportunity there is also going to be great for them. All in all, I think it's a win-win solution. It works for everyone, and I'm glad we were able to bring it to a close. With that, I think we go over to Q&A and Steph. I think you've got a number of questions.
Yes. We've had some pre-submitted questions already. First up for Pablo, from David Brockton at Deutsche Numis. Please, can you give any insight into how the performance conditions are structured for the deferred contingent consideration?
Yeah. I mean, I will not be able to articulate too much detail on that, but at the end of the day, the performance, the contingent consideration is based on delivering the business plan that we have for 2026 and for 2027, and they would be payable therefore at the beginning of the next period.
Okay. From Kai Korschelt at Canaccord, do you anticipate any regulatory concerns?
No, we don't have any regulatory. To me, it is more administrative, process. There is nothing hairy or special in the business that we're selling from or material even from a regulatory perspective.
Could you please provide more details on the GBP 40 million in cost savings?
Listen, the GBP 40 million in cost savings addresses two things. On one side, we have GBP 25 million that I would call brutally stranded costs that were allocated to a contact center, and this organization is no longer that big without GBP 500 million of revenue, and therefore it's just right sizing. However, from GBP 25 million to GBP 40 million, that is the true benefit in a way financially for this organization because Capita used to be a massive conglomerate. We've tackled the cost base hard over the last few years to bring Capita to a sustainable footing, but still contact centers and the rest of Public were quite interlinked, whereas Pensions is more of a standalone basis.
By removing the contact centers from our day-to-day trading, therefore, it's not only the GBP 25 million of allocations that were being consumed by the contact centers, it is that we can unravel the big corporate beast we have and take further cost out, and those costs are actually quite material in the context of the EBIT of the business left. I think that that is one of the true financial benefits of these transactions, in addition to focusing better on public, de-risking a contact center environment, etc.
We've had a few from Christopher Bamberry at Peel Hunt. The total contingent consideration is up to GBP 61.5 million. What would a reasonable expected outcome range be?
Listen, in the projections that we were putting out earlier, I'm being very prudent, and I will see them as they come. However, on the small print, you will read that actually GBP 11.5 million is based on liquidity in the business. I would expect that that is not subject to achieving a business plan. It's just the business continuing and generating normal liquidity to be able to pay that. The other GBP 50 million will be based on delivering the business plan.
The retained leases and the future opportunity to deliver significant cost savings from the leases, could you expand on this?
Yeah, sure. We spoke about GBP 20 million cash of underutilized leases that were going with the perimeter. I would say that half of them were in three large properties, and half of them were in the normal utilization of the day-to-day of the contact centers. The half of the day-to-day are gone, and the three that we're keeping are three large specific buildings that we've been looking at them for a while. They account for GBP 65 million leases. There is an opportunity at the right moment to work with the landlords, to work with other companies, and find ways to replace that IFRS 16 debt by potentially financial debt at similar levels, but with the benefit of not having to pay rent and rates, security, maintenance, etc., which generally account for half of the cost of carrying the leases.
So that is something we will look at in due course. I will want to see first the financial performance, the earn-out elements, see how it is trading before we execute everything. Again, that will be part of what we consider in the funding structure of the company going forward, in the capital allocation, etc. We have an opportunity, but I don't want to rush it.
Of the GBP 40 million annualized cost savings, what are the anticipated in-year savings across 2026 and 2027? How do you expect the phasing of the GBP 20 million of cash costs to deliver the savings?
Listen, we're working through the plans right now. We've been working for a while, but there's still a lot to do. My view at this stage is if you assume that completion is on the 1st of July, divide them into three lots of six months and that is a good starting assumption. Of course, our next crusade is to accelerate them and bring them as fast as possible. Some can be delivered earlier, but some are subject to the actual simplification of the group and cannot be accelerated. For the moment, say a third, a third, a third every six months, and we will be working hard to accelerate.
We've also had some questions from James Rose at Barclays. One for Adolfo, I think. To what extent can you retain expertise and capabilities you need to serve your existing contracts, and how does this impact your ability to bid for new contracts going forward?
Very good. I think it's a two-part answer. We are not letting go of all of our contact center capabilities. We continue to do big contact center work and actually quite modernizing accounts like the BBC or some of the work that we do on Primary Care Support England and some of the work that we do across the citizen support space. Similarly, we've been deploying these advanced call center features also in our pensions business solutions. The capability will remain, but the capability will just be a capability that will be an entry point, and it will be an ingredient of a larger opportunity that will have materiality around the middle and the back office.
I think in the existing contact center business, it's a contact center business that focuses on the contact center. Whereas now the contact center is gonna be an ingredient in a much broader thing. The tech capability, the agent suite capabilities that we built, everything, all of that will remain with us. All the hyperscaler investments, all of that remains as part of the Capita group, and we will be supporting the contact center business through arrangements after the separation.
Beyond the overhead reductions mentioned, does this unlock more resource for the existing group through the OpEx or CapEx budgets that would be reallocated to Public Service and Pension Solutions?
I think what we're gonna be is more intentional, right. I think if you sort of look at what we had to deal with a couple of years ago, right. You had some areas that needed plastering, some areas that needed a push, some areas that we needed to manage for exit, some areas that we needed to support growth and to get everything to a platform where we had optionality, right. We have been executing on our optionality, right. Now effectively what we've got left is areas that we know that we do those things well, and we will be able to be a bit more intentional, right. You know, we put more money into the digital pension space. That was a conscious effort because we see the opportunity, right. In the past, we did more in defense.
Now if there is less around propelling a business or recovering a business, this is more about how do we drive profits and cash generation, delivering better outcomes in a more defined space. We will get also a better asset leverage because a lot of the things that we're gonna build are gonna be more common. We'll have to build less things, and we can build better things. Strategically from a product capability as well as financially, as Pablo talked about, it's quite a simplification.
Some questions from James Boon at Shore Capital. What is your confidence level in the GBP 40 million falling through to profit?
GBP 40 million of savings falling through to profit. Absolute confidence, like the same as we delivered the GBP 250 million savings before the end of December. We announced them in the pre-close trading statement that we had already hit them. On the GBP 40 million, we will not fail. Absolutely not.
What are your plans with the elements of the contact center that have been retained in the group?
If you think about this, I mean, there is a variety. There might probably be the flagship that everybody will understand would be like the BBC, which, you know, one could argue why was that the contact center? Well, we actually, what we do is contact center. We manage the TV license, we manage enforcement, we manage a lot of the back office that has to do with that. That actually in nature, it was already a public sector-like contract. It had, you know, goes through government procurement. It was just arguably in the wrong bucket for historical reasons. We, all we've done is just sort of bring it to where it rightly becomes.
We're, you know, it's a contract that we extended just before Christmas until 2030, and we're just gonna try to keep running it really well and keep expanding it really well as we do with other contracts.
That's the final question.
Okay. Thank you. Thanks for the questions. Thanks for the support. Do you know, I think you know that both Pablo and I and the Board and the Executive Team would have liked this to maybe have happened a little bit earlier. It's happened a couple of weeks after the results. I think as you know and appreciate, these things are extremely complex. They're tricky. There is a lot of moving parts. Hopefully even if it has been a two-part story, all the pieces are falling into place, and obviously we remain available through our IR team to give you any information we can. However, you know, please mark the date, Capital Markets Day, just three months out.
We will give you a lot more details and a lot more of a cleaner picture of Capita going forward. It's just gonna be more of the same, just simpler, faster, and more intentional. Thanks very much.