The total cash consideration payable to XPS upon completion following regulatory approval is up to £42.5 million, comprising of £35.0 million initial consideration and deferred earn-out consideration of up to £7.5 million based on business performance over two years.
The Transaction positions the SEI Master Trust to continue delivering best-of-breed service at increased scale in partnership with NPT.
XPS will continue to provide high-quality pensions administration and consultancy services to NPT and SEI which will ensure continuity of service to the members and clients. SEI will benefit from enhanced opportunities in the growing master trust space, and XPS will benefit as a key service provider to SEI.
The consideration will be satisfied in cash. Net proceeds from the Transaction will be used to repay the Group’s debt facilities.
Gross assets attributable to NPT were £2.5 million (including the regulatory capital cash account) and the adjusted EBITDA contribution from NPT to the XPS Group in the year ended 31 March 2023 was £0.9 million.
The Transaction constitutes a Class 2 transaction for the purposes of the FCA's Listing Rules and is expected to complete upon receipt of regulatory approval.
Paul Cuff, Co-CEO of XPS Pensions Group, said: "We are delighted to announce the agreement we have reached with SEI, which will create a market leading master trust for the benefit of our clients and their members. Under the partnership we have agreed, both firms will be bringing the best of what we each do to continue this exciting journey.
More widely, the XPS business continues to perform strongly in the new financial year, with continued high levels of demand for our services and confidence in our financial performance.”
Steve Charlton, Managing Director of Defined Contribution, EMEA and Asia, for SEI’s Institutional business, added: “As we continue to expand the SEI Master Trust, we believe we are well-positioned to provide the premier service, investment management, and technology solutions for our members. Our expertise—combined with the addition of XPS’ high-quality pension administration services—will further enable us to deliver improved member outcomes. We look forward to welcoming the National Pensions Trust clients and team to SEI and their members into a partnership with the SEI Master Trust, so we can build upon both of our success.”
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