0166-XCH-Global Offer Cover3 4/4/07 11:31 Page 1 Global Offer CITIGROUP • UBS 0166-XCH-Global Offer Cover3 4/4/07 11:31 Page 3 This document comprises a prospectus relating to Xchanging plc (the ‘‘Company’’) prepared in accordance with the Prospectus Rules of the Financial Services Authority (the ‘‘FSA’’) made under section 73A of the Financial Services and Markets Act 2000, as amended (‘‘Prospectus Rules’’ and ‘‘FSMA’’ respectively) and has been prepared in connection with the offer to certain institutional and certain other investors described in Part 3: The Global Offer (the ‘‘Global Offer’’) of ordinary shares of 5 pence each (the ‘‘Shares’’). Application has been made to the FSA and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) respectively for admission of all of the Shares issued and to be issued: (i) to the Official List of the FSA (the ‘‘Official List’’ and ‘‘Admission to Listing’’ respectively) and (ii) to the London Stock Exchange’s main market for listed securities (‘‘Admission to Trading’’). Conditional dealings in the Shares are expected to commence on the London Stock Exchange on 25 April 2007. It is expected that Admission (as defined in Part 9: Definitions and Glossary) will become effective and that unconditional dealings in the Shares will commence on the London Stock Exchange at 8.00 a.m. on 30 April 2007. All dealings in the Shares before the commencement of unconditional dealings will be on a ‘‘when issued’’ basis and will be of no effect if Admission does not take place. Such dealings will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the Shares to be admitted to listing or dealt with on any other stock exchange. The Company and its Directors, whose names appear in the section entitled ‘‘Directors, Company Secretary, Registered Office and Advisers’’ on page 26 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and contains no omission likely to affect its import. Prospective investors should read the entire document and, in particular, the Risk Factors set out on pages 11 to 20, when considering an investment in the Company. 5APR200719392310 (Incorporated and registered in England and Wales under the Companies Act 1985 with registered no. 5819018) Global Offer of 84,186,874 Shares of 5p each and admission to listing on the Official List and to trading on the London Stock Exchange at an Offer Price of 240p per Share Share capital immediately following Admission Authorised Issued and fully paid Nominal Nominal Value Number Value Number £17,500,000 350,000,000 Shares of 5p each £10,278,920.40 205,578,408 Joint Global Co-ordinators and Joint Bookrunners Citigroup UBS Investment Bank Sponsor Citigroup Co-Lead Managers Bridgewell Limited Jefferies International Limited The Company is offering 31,250,000 new Shares (the ‘‘New Shares’’) and the Selling Shareholders are offering an aggregate of 52,936,874 existing Shares (the ‘‘Existing Shares’’) under the Global Offer. The Company will not receive any of the proceeds of the sale of the Existing Shares, all of which will be paid to the Selling Shareholders. The Shares to be issued pursuant to the Global Offer will, following Admission, rank pari passu in all respects with the other issued Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the issued Shares after Admission. Each of Citigroup, UBS, Bridgewell Limited and Jefferies International Limited (together the ‘‘Underwriters’’) are acting for Xchanging plc and no one else in connection with the Global Offer and will not regard any other person as its customer in relation to the Global Offer and will not be responsible to anyone other than Xchanging plc for providing the protections afforded to their respective customers, nor for providing advice in relation to the Global Offer or any transaction or arrangement referred to in this document. The distribution of this document and the offer of the Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company, the Selling Shareholders or the Underwriters to permit a public offering of the Shares or to permit the possession or distribution of this document (or any other offering or publicity materials relating to the Shares) in any jurisdiction (other than the United Kingdom) where action for that purpose may be required. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The Global Offer and the distribution of this document are subject to the restrictions set out in paragraph 14 of Part 8: Additional Information. Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by FSMA or the regulatory regime established thereunder, none of the Underwriters accepts any responsibility whatsoever for the contents of this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Global Offer. The Underwriters accordingly each disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of such document or any such statement. Investors should rely only on the information in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Selling Shareholders or any of the Underwriters. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of FSMA and paragraph 3.4 of the Prospectus Rules, neither the delivery of this document nor any subscription or purchase of Shares made pursuant to this document shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since, or that the information contained herein is correct at any time subsequent to, the date of this document. The contents of this document are not to be construed as legal, financial, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. In connection with the Global Offer, the Underwriters and any of their respective affiliates acting as an investor for its or their own account(s) may subscribe for or purchase Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities, any other securities of the Company or other related investments in connection with the Global Offer or otherwise. Accordingly, references in this document to the Shares being issued, offered, subscribed or otherwise dealt with should be read as including any issue or offer to, or subscription or dealing by, the Underwriters or any of them and any of their affiliates acting as an investor for its or their own account(s). The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. Notice in connection with the United States, Australia, Canada and Japan This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Shares in any jurisdiction in which such offer or solicitation is unlawful and is not for distribution in or into the United States, Australia, Canada or Japan. In particular, the Shares offered by this document have not been and will not be registered under the Securities Act, under the applicable state securities laws of the United States or under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into the United States, Australia, Canada or Japan, or to or for the account or benefit of or any person resident in Australia, Canada or Japan. The Underwriters may arrange for the offer and sale of Shares in the United States only to persons reasonably believed to be ‘‘Qualified Institutional Buyers’’ (as defined in Rule 144A of the Securities Act) in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. Prospective purchasers are hereby notified that the Selling Shareholders may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on the offer, sale and transfer of the Shares and distribution of this document, see paragraph 14 of Part 8: Additional Information. No US federal or state securities commission or regulatory authority has approved or disapproved of the Shares or passed upon the adequacy or accuracy of this document.