REG - Xeros Tech Grp plc - Proposed Fundraise
06/11/2025 18:45
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251106:nRSF5792Ga&default-theme=true
RNS Number : 5792G Xeros Technology Group plc 06 November 2025
For immediate release
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF XEROS TECHNOLOGY GROUP PLC IN
THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND, ANY MEMBER STATE OF THE EEA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK
PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Xeros Technology Group plc
("Xeros", the "Group" or the "Company")
Proposed Initial Fundraise of 171,847,501 New Ordinary Shares,
Proposed Follow-On Subscription of up to 114,285,714 New Ordinary Shares,
Proposed Retail Offer of up to 57,142,857 New Ordinary Shares,
each at a price 1.75 pence per Ordinary Share
and issue of up to 10,714,286 Warrants
and
Notice of General Meeting
Xeros Technology Group plc (AIM: XSG), the creator of technologies that reduce
the impact of clothing on the planet, is pleased to announce an initial
fundraise to raise £3.0 million (before fees and expenses) via a placing and
initial subscription of 99,761,789 and 72,085,712 new ordinary shares
respectively (the "Placing Shares" and "Initial Subscription Shares"
respectively) of 0.1 pence each in the capital of the Company ("Ordinary
Shares") each at an issue price of 1.75 pence per share (the "Issue Price")
(the "Placing" and "Initial Subscription").
In addition to the Initial Subscription, the Company also announces that it
seeks to raise up to a further £2.0 million by way of a follow-on
subscription (the "Follow-On Subscription") for up to 114,285,714 New Ordinary
Shares each at the Issue Price (the "Follow-On Subscription Shares"). The
Follow-On Subscription will close on or around 26 November 2025. A further
announcement will be made setting out the results of the Follow-On
Subscription on or around 27 November 2025 (the Initial Subscription and
Follow-On Subscription together the "Subscriptions").
Alongside the Placing and Subscriptions the Company intends to provide
Shareholders who have not taken part in the Placing or Subscriptions with the
opportunity to subscribe for up to 57,142,857 new Ordinary Shares (the "Retail
Offer Shares"), to raise up to approximately £1.0 million (before expenses)
at the Issue Price (the "Retail Offer") (the Placing, Subscriptions and Retail
Offer together the "Fundraise", and the Placing Shares, Subscription Shares
and the Retail Offer Shares together the "New Ordinary Shares"). A separate
announcement will be made shortly regarding the Retail Offer and its terms.
The Placing and the Initial Subscription are not conditional upon the
Follow-On Subscription or the Retail Offer. Completion of the Retail Offer and
the Follow-On Subscription are conditional upon completion of the Placing. For
the avoidance of doubt, the Retail Offer is not part of the Placing or
Subscriptions however, in the event that the Retail Offer is not fully
subscribed, any unsubscribed shares will be made available to satisfy the
Follow-On Subscription to the extent the Follow-On Subscription is
oversubscribed.
The Fundraise is conditional, inter alia, on the passing of the Resolutions at
the General Meeting, expected to take place on 28 November 2025, and on the
New Ordinary Shares being admitted to trading on AIM, expected to take place
on or around 1 December 2025. The Placing will be conducted by way of an
accelerated bookbuild ("ABB") which will be launched immediately following
this announcement ("Announcement"), in accordance with the terms and
conditions set out in the appendix to this Announcement.
Highlights:
· The Placing and Initial Subscription (together the "Initial
Fundraise") will raise gross proceeds of £3.0 million in aggregate, with up
to an additional £2.0 million being sought through the Follow-On Subscription
and up to an additional £1.0 million being made available through the Retail
Offer, allowing Shareholders to subscribe alongside the Placing and
Subscriptions via the Bookbuild Platform. A separate announcement will be made
shortly containing instructions for Shareholders regarding the Retail Offer.
The Company also intends to issue Warrants to Adjuvo as part of their fee,
resulting in up to 10,714,286 Warrants exercisable in accordance with the
terms of the Warrant Instrument.
· Net proceeds of the Initial Fundraise will provide the Group with
at least 12 months' working capital and will be used to:
o strengthen the Company's balance sheet, enabling execution of current
contracts, pursuit of global opportunities and to provide reassurance to
contract counterparties;
o provide working capital as the Company advances commercialisation of its
core technologies;
o provide contingency against timing of royalty income and operational cash
flow break-even; and
o as appropriate, scale operations and accelerate development of other
markets and applications for the Company's intellectual property.
· The Board is confident about the prospects for the Group and now
have in place commercial and development agreements across all three of the
Company's technologies that are capable of delivering meaningful revenue.
· Commercial traction is expected across the Group's technology
portfolio, with major laundry, machinery and electronics brands taking the
technology to market.
· Additionally, the Company see an encouraging opportunity pipeline
in place beyond the existing agreements.
· It is expected that Admission will occur, and that dealings in
the New Ordinary Shares will become effective on 1 December 2025, conditional
on, amongst other things, shareholder approval of certain resolutions (the
"Resolutions") at a general meeting of the Company on 28 November 2025 (the
"General Meeting").
· The Company expects to send a circular to Shareholders (the
"Circular") in connection with the Fundraising following the successful
closure of the ABB, in order to convene the General Meeting.
The timing for the close of the ABB and allocation of the Placing Shares shall
be at the absolute discretion of Cavendish Capital Markets Limited
("Cavendish"), in consultation with the Company. The final number of Placing
Shares to be issued pursuant to the Placing will be agreed by Cavendish and
the Company at the close of the ABB. The result of the Placing will be
announced as soon as practicable thereafter.
In accordance with the terms of the placing agreement between the Company and
Cavendish ("Placing Agreement"), the Fundraise is conditional upon, amongst
other things, the Placing Agreement not having been terminated in accordance
with its terms prior to Admission (or such later date as Cavendish may agree).
It is anticipated the New Ordinary Shares will represent approximately 39.70
per cent. of the Company's issued ordinary share capital following Admission
(assuming full take up under the Follow-On Subscription and Retail Offer). The
Issue Price of 1.75 pence per New Ordinary Share represents a discount of
approximately 22.2 per cent. to the closing mid-market price of 2.25 pence per
Ordinary Share on 5 November 2025, being the last trading day immediately
preceding the date of this Announcement, and a premium of approximately 2.4
per cent. to the average of the closing mid-market price for the 30 days prior
to this Announcement, being 1.71 pence per Ordinary Share. The New Ordinary
Shares, when issued, will be fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of such
New Ordinary Shares after the date of their admission to trading on AIM.
Cavendish acted as nominated adviser, broker and bookrunner in connection with
the Placing. No part of the Placing, the Subscription or the Retail Offer is
underwritten.
The appendix to this Announcement (which forms part of this Announcement)
contains the detailed terms and conditions of the Placing.
Commenting on the Fundraising, Neil Austin, CEO of Xeros, said:
"We have immediate commercial opportunities within domestic laundry for care
and filtration, denim processing, and commercial laundry. Major global players
across these areas are working with us to use our technology to help them
improve performance, lessen environmental damage, and save energy, resources
and money. This fundraise will ensure we continue the positive trajectory
achieved in 2025, which is taking us ever closer to the global adoption of
Xeros' technology."
General Meeting and Shareholder Approval
For the New Ordinary Shares to be admitted to trading on AIM, Shareholder
approval is required:
a) by way of ordinary resolution to give the Directors authority to
allot such New Ordinary Shares and issue of Warrants; and
b) by way of a special resolution to disapply statutory pre-emption
rights in respect of such New Ordinary Shares and Warrants.
The authorities referred to above are in addition to the Company's existing
general shareholder authorities to allot Ordinary Shares for cash on a
non-pre-emptive basis.
In order to obtain the necessary shareholder approval, a General Meeting is to
be held at the offices of Squire Patton Boggs (UK) LLP at 60 London Wall
London EC2M 5TP, United Kingdom at 10:00 a.m. on 28 November 2025 at which the
Resolutions will be proposed. A Circular containing a notice of General
Meeting is expected to be sent to shareholders on 7 November 2025. The
shareholder Circular and notice of General Meeting will be made available on
the Company's website at www.xerostech.com (http://www.xerostech.com) .
EXPECTED TIMETABLE OF KEY EVENTS
2025
Retail Offer opens 7:00 p.m. 6 November
Announce Close of the Placing 7 November
Publication and posting of the Circular and the Form of Proxy 7 November
Retail Offer closes 12:00 p.m. on 11 November
Announcement of the results of the Retail Offer 11 November
Latest time and date for receipt of Forms of Proxy or electronic proxy 10:00 a.m. on 26 November
appointments for use at the General Meeting
Announcement of the results of the Follow-On Subscriptions 27 November
General Meeting 10.00 a.m. on 28 November
Announcement of the results of the General Meeting 28 November
Admission and commencement of dealings in the New Ordinary Shares, on AIM 08.00 a.m. on 1 December
CREST Members' accounts credited in respect of the following New Ordinary 1 December
Shares in uncertificated form
Expected despatch of definitive share certificates for New Ordinary Shares in Within 10 business days of Admission
certificated form (certificated holders only) and certificates in respect of
Warrants:
Long stop date 31 December
Notes
1. Each of the times and dates set out in the above timetable and
mentioned in this Announcement is subject to change by the Company (with the
agreement of Cavendish), in which event details of the new times and dates
will be notified to London Stock Exchange plc and the Company will make an
appropriate announcement to a Regulatory Information Service.
2. All events listed in the above timetable following the General
Meeting are conditional on, inter alia, the passing of the Resolutions at the
General Meeting.
3. References to times in this Announcement are to London time (unless
otherwise stated).
KEY STATISTICS
Closing Price per Existing Ordinary Share((1)) 2.25 pence
Issue Price per New Ordinary Share 1.75 pence
Discount to Closing Price per Existing Ordinary Share 22.22%
Premium to average Closing Mid Price over 30 days prior to this announcement 2.41%
Number of Ordinary Shares in issue as at the date of this Announcement 521,487,557
Number of Placing Shares 99,761,789
Number of Initial Subscription Shares 72,085,712
Number of Follow-On Subscription Shares((2)) up to 114,285,714
Number of Retail Offer Shares up to 57,142,857
Total number of New Ordinary Shares to be issued by the Company pursuant to up to 343,276,072
the Fundraise
Total number of New Ordinary Shares as a percentage of the Enlarged Share 39.70%
Capital immediately following Admission((3))
Estimated Gross Proceeds of the Fundraise Up to £6.0 million
Estimated Net Proceeds of the Fundraise ((4)) up to £5.6 million
Ordinary Share ISIN GB00BMGYBJ57
SEDOL BMGYBJ5
(The above assumes that there are no further issues of Ordinary Shares between
the date of this Announcement and Admission).
Notes:
1. As at 5 November 2025, being the last working day prior to the
announcement of the Fundraise.
2. In the event that the Retail Offer is not fully subscribed, any
unsubscribed shares will be made available to satisfy the Follow-On
Subscriptions to the extent the Follow-On Subscription is oversubscribed.
3. Assuming successful applications are received for all available
Ordinary Shares pursuant to the Follow-On Subscription and Retail Offer.
4. Based on the Estimated Expenses and assuming successful
applications are received for all available Ordinary Shares pursuant to the
Follow-On Subscription and Retail Offer, and that Admission occurs.
Enquiries:
Xeros Technology Group plc Tel: 0114 269 9656
Neil Austin, Chief Executive Officer
Alex Tristram, Finance Director
Cavendish Capital Markets Limited (Nominated Adviser & Broker) Tel: 020 7220 0500
Julian Blunt / Giles Balleny / Teddy Whiley / Trisyia Jamaludin, Corporate
Finance
Andrew Burdis / Harriet Ward, ECM
Rawlings Financial PR Limited Mob: 07967 816 525
Keeley Clarke Email: Xeros@rfpr.co.uk
Cat Valentine
About Xeros
Xeros Technology plc has developed patented and proven, industry-leading
technologies which reduce the environmental impact of how industries make and
care for clothes.
The traditional wet processing methods used in industrial and domestic laundry
and garment manufacturing consume billions of litres of fresh water and large
amounts of energy and chemicals, as well as damaging and weakening clothing
fibres and creating rising levels of environmental pollution. It is estimated
that washing machines contribute 35% of the 171 trillion microplastic
particles in the ocean.
A range of actors, including consumers, the media NGOs and regulators are
exerting pressure on these industries, with legislative action beginning to be
taken.
Xeros' three main technologies, Microfibre Filter, Laundry Care, and Garment
Finishing, facilitate garment manufacturers, industrial laundries, domestic
washing machine manufacturers and consumers, to reduce their environmental
impact, whilst also significantly improving efficiency in the process.
Xeros' model is to generate revenue from licensing its technologies,
generating royalties and the sale of consumables. Currently there are eight
agreements in place. The addressable markets in Microfibre Filter, Laundry
Care, and Garment Finishing are estimated to be valued at £350m p.a., £3bn
p.a. and £132m p.a. respectively.
Forward-Looking Statements
This Announcement contains forward-looking statements. These statements relate
to the Group's future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and phrases
such as "potential", "estimate", "expect", "may", "will" or the negative of
such terms and phrases, variations or comparable expressions, including
references to assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by those statements. These forward-looking statements speak only as at
the date of this Announcement. No statement in this Announcement is intended
to constitute a profit forecast or profit estimate for any period. No
representation or warranty is given as to the completeness or accuracy of the
forward-looking statements contained in this Announcement. Neither the
Directors nor the Company undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules of any
other securities regulatory authority, whether as a result of new information,
future events or otherwise.
Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this Announcement and
has been disclosed as soon as possible in accordance with paragraph 7 of
article 17 of MAR. Therefore, those persons that received inside information
in a market sounding are no longer in possession of inside information
relating to the Company and its securities.
ADDITIONAL INFORMATION ON THE
PROPOSED INITIAL FUNDRAISE OF 171,847,501 NEW ORDINARY SHARES,
FOLLOW-ON SUBSCRIPTION OF UP TO 114,285,714 NEW ORDINARY SHARES,
RETAIL OFFER OF UP TO 57,142,857 NEW ORDINARY SHARES,
EACH AT A PRICE OF 1.75 PENCE PER ORDINARY SHARE
ISSUE OF UP TO 10,714,286 WARRANTS
AND
NOTICE OF GENERAL MEETING
1. INTRODUCTION
The Company is pleased to confirm today that it has conditionally raised up to
£6.0 million before fees and expenses at the Issue Price. The Initial
Fundraise comprises:
(a) a Placing of £1.74 million with existing and new institutional
investors; and
(b) £1.26 million by way of the Initial Subscription (including the
Director Subscriptions).
Further Ordinary Shares up to a value of £2.0 million will also be made
available for subscription by members of the investor network operated by
Adjuvo, pursuant to the Follow-On Subscription. Adjuvo is an experienced
membership network of Angel investors who support and commit capital to
innovate British companies.
Ordinary Shares up to a value of £1.0 million are being made available for
subscription through the Retail Offer to provide existing Shareholders who
have not taken part in the Placing with an opportunity to participate in the
Fundraise. Existing Shareholders will be able to subscribe for up to
57,142,857 Retail Offer Shares at the Issue Price, via the Bookbuild Platform,
by way of the Retail Offer. Any amounts not taken up in the Retail Offer
will be made available to satisfy the Follow-On Subscriptions to the extent
the Follow-On Subscription is oversubscribed. The Company will make a separate
announcement shortly containing details of how shareholders can participate in
the Retail Offer.
The Issue Price represents a discount of 22.22 per cent. to the Closing Price,
being the latest practical date prior to the publication of this Announcement,
and a premium of approximately 2.41 per cent. to the average of the closing
mid-market price for the 30 days prior to this Announcement, being 1.71 pence
per Ordinary Share. The New Ordinary Shares will represent approximately 39.70
per cent. of the Company's issued ordinary share capital following Admission
(assuming full take-up of the Retail Offer and the Follow-On Subscription).
The Fundraising is not underwritten.
For the Fundraise to proceed, the Company requires Shareholders' approval to
authorise the Directors to allot, and disapply pre-emption rights in respect
of, the New Ordinary Shares.
I am writing to provide you with details of the Fundraise and to give you
notice of the General Meeting to consider and, if thought fit, approve the
Resolutions to grant these authorities. If the Resolutions are not passed at
the General Meeting the Fundraising will not occur and none of the proceeds in
relation to the various elements of the Fundraising will be received by the
Company. If this were to happen, there can be no certainty that the Company
would be able to arrange alternative funding in the time, on reasonable terms
or at all, and on this basis the Company would only have sufficient working
capital to continue to trade until the end of December 2025 without taking any
mitigating action which would have the effect of significantly curtailing the
scope of the Company's activities and prospects alike.
The General Meeting is to be held at the offices of Squire Patton Boggs (UK)
LLP at 60 London Wall London EC2M 5TP, United Kingdom at 10:00 a.m. on 28
November 2025. The formal notice of General Meeting is set out at the end of
the Circular.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISE
As we clarified at the time of the last interim results announced on 30
September 2025 ("Interim Results"), the Company has now secured commercial and
development agreements across all three of its technologies that are capable
of delivering meaningful revenue. The team remains highly focused on new
development agreements, capitalising on the inroads made into top global
brands, and the supply chains that will expedite the scaling of our
technology. The Board is highly optimistic that the power of the Company's
technology to reshape the future of clothing care and production to deliver
measurable benefits for businesses, and the planet has never been closer.
Subsequent to the interim results and in a breakthrough launch agreement
("Launch Agreement") announced on 8 October 2025, we were delighted to
announce that the Company has signed a significant contract with one of the
world's largest, branded washing machine manufacturers to develop a domestic
washing machine under the manufacturer's global brand using the Company's
Laundry Care technology and Product Certification Mark. The manufacturer,
which cannot be named due to commercial sensitivity, is a global leader, and
top ten brand, selling around seven million domestic washing machines per
year, operating predominantly across North and Latin America. The intended
outcome of the Launch Agreement is the mass production of domestic washing
machines using the Company's Laundry Care technology (XDrum and XOrbs) under
the manufacturer's brand, with the inclusion of Xeros, as a sub-brand, by way
of its Product Certification Mark.
The Launch Agreement will follow a paid-for, time-bound process with defined
milestones and deliverables, and is anticipated to complete in around 12-18
months. Post completion, revenue will come from a royalty payment for each
Product Certification Mark used, and from the sale of XOrbs. As noted in the
same announcement, the Group anticipates similar paid for agreements will
follow, with three further global washing machine manufacturers currently in
technical verification.
The Interim Results identified a number of other encouraging areas of progress
in relation to the Company's Care, Filtration and Finish technologies, in
particular:
· Yilmak has secured its first denim manufacturing partnership for
its denim processing machines with a prominent Pakistan-based manufacturer,
Ambition Apparel, which produces over nine million pairs of jeans a year. The
partnership will see Yilmak's denim processing machinery, which uses the
Company's XOrb technology to replace pumice, integrated across Ambition
Apparel's manufacturing facilities in Pakistan. Yilmak is also in final stage
trials with one of Türkiye's largest manufacturing and brand groups, which
produces 11 million pairs of jeans a year;
· launch plans agreed with Europe's leading consumer electronics
retailer, as well as a major global appliance company, to market and sell the
external microfibre filtration unit (XF3). These partnerships will give Xeros
the opportunity to sell the filter alongside over 27 million washing machine
sales per annum and launches XF3 into all key European markets in the first
phase of the launch. Purchase orders are anticipated within the next six
months; and
· a letter of Intent ("LOI") signed with Guangdong Welly Electrical
Appliance Co. Ltd ("Welly") a major producer of washing machines in South
China, to develop a branded washing machine with Xeros' integrated microfibre
filter (XF1), and a module version for other washing machine manufacturers to
fit into their own machines. This collaboration deepens the relationship with
Xinbao Group, the owner of Welly and Donlim (Xeros' XF3 manufacturing
partner). The agreement with Welly serves both to open the Chinese domestic
washing machine market and gives the Group a critical position in the global
washing machine supply chain, as global legislative movements push for the
integration of microfibre technology.
The Interims Results further noted the delay in the launch by the Group's
partner, IFB Industries Limited ("IFB"), a top ten Indian brand, of its 9kg
domestic washing machine which has meant the delay in receipt of expected
royalty revenues.
As a consequence of these delays and in the light of the significant and
exciting commercial progress elsewhere, as noted above, the Board believes it
must now strengthen the Company's cash position, which currently stands at
c.£0.8 million as at the end of September 2025, to extend the Group's cash
runway, enabling the Company to capitalise in full on these opportunities.
The gross proceeds of the Initial Fundraise amount to approximately £3.0
million and will be used as follows:
· strengthen the Company's balance sheet, enabling execution of
current contracts, pursuit of global opportunities and to provide reassurance
to contract counterparties;
· provide working capital as the Company advances commercialisation
of its core technologies;
· provide contingency against timing of royalty income and
operational cash flow break-even; and
· as appropriate, scale operations and accelerate development of
other markets and applications for the Company's intellectual property.
Assuming full take-up of the Retail Offer and the Follow-On Subscription
additional proceeds of up to approximately £3.0 million will be received.
Any such further amounts received will be applied to provide additional
working capital.
3. CURRENT TRADING AND OUTLOOK
As noted in the Company's interim results on 30 September 2025, whilst
exciting progress is being made, the partnerships on filtration and denim
manufacturing referred to above were finalised later than anticipated
resulting in some revenue from royalty payments and XOrbs moving from the
current year into 2026. In addition, the IFB delay means that the Company no
longer anticipates royalty revenue from IFB sales in the current year. As
noted, the Board still believes that IFB will launch the 9kg Xeros-enabled
washing machine but that any revenue generation from this element of the
business should be classed as upside for 2026. This decision, together with
the other timing issues have pushed some revenue into 2026, as previously
reported.
The Group's cash position remains positive, with cash inflow from the sale of
XOrbs to IFB, for royalty payments from commercial machine sales and service
revenue from existing contracts. The Company has also received R&D tax
credits and a payment from Qualus, the Group's leather processing partner.
These payments, together with tight cost controls and lower second half
outgoings, resulted in a cash balance of c£0.8m at the end of September 2025
and with further inflows expected during the latter part of Q4, the Group will
remain cash positive for the remainder of the year.
Despite the revenue delays in 2025, the Board is delighted with the Group's
commercial progress elsewhere and is now more confident about the prospects
for the Group than at any previous point in its recent history. We now have in
place commercial and development agreements across all three of our
technologies that are capable of delivering meaningful revenue and are of the
view that the signing of the Launch Agreement represents an inflection point
for the Company.
4. DETAILS OF THE FUNDRAISE
4.1. The Fundraise
The Initial Fundraise (being the Placing and the Initial Subscriptions) in
aggregate will raise £3.0 million before fees and expenses. Assuming full
take up of the Retail Offer and the Follow-On Subscription, a further £3.0
million before fees and expenses will be raised.
The Fundraise comprises in aggregate:
(a) a Placing of £1.74 million with existing and new institutional
investors;
(b) £1.26 million by way of the Initial Subscription (including the
Director Subscriptions);
(c) up to £2.0 million pursuant to the Follow-On Subscription;
(d) up to £1.0 million by way of the Retail Offer.
Any amounts not taken up in the Retail Offer will be made available to satisfy
the Follow-On Subscriptions to the extent the Follow-On Subscription is
oversubscribed.
The allotment and issue of the New Ordinary Shares pursuant to the Fundraise
is conditional on the passing of the Resolutions at the General Meeting.
The Issue Price represents a discount of approximately 22.22 per cent. from
the Closing Price, and a premium of approximately 2.41 per cent. to the
average of the closing mid-market price for the 30 days prior to this
Announcement, being 1.71 pence per Ordinary Share. The New Ordinary Shares
will represent approximately 39.70 per cent. of the Enlarged Share Capital
following Admission assuming full take-up of each of the Retail Offer and the
Follow-On Subscription. The Placing Shares, Subscription Shares and the Retail
Offer Shares are not being made available to the public. The Fundraise is not
underwritten.
The New Ordinary Shares will be free of all liens, charges and encumbrances
and will, when issued and fully paid, be identical to and rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all future distributions, declared, paid or made in respect of the Ordinary
Shares following the date of Admission.
Further details of the Fundraise are set out below.
4.2. The Placing
The Company has conditionally raised £1.74 million (before fees and expenses)
by way of the non-pre-emptive Placing of 99,761,789 New Ordinary Shares at the
Issue Price with institutional and other investors. The Placing Shares will
represent approximately 11.54 per cent. of the Enlarged Share Capital,
assuming full take-up of each of the Retail Offer and the Follow-On
Subscription, though is not conditional on any minimum take-up under either.
In connection with the Placing, the Retail Offer and the Fundraise more
generally, the Company has entered into the Placing Agreement pursuant to
which Cavendish has agreed to use reasonable endeavours to procure subscribers
for the Placing Shares and to co-ordinate the Retail Offer in each case at the
Issue Price. The Placing and Retail Offer are not underwritten.
In accordance with the terms of the Placing Agreement, the Placing is
conditional upon, amongst other things, the passing of the Resolutions, the
conditions in the Placing Agreement being satisfied (including completion of
the Subscriptions) or (if applicable) waived and the Placing Agreement not
having been terminated in accordance with its terms prior to Admission
occurring on or before 1 December 2025 (or such later date as Cavendish may
agree in writing with the Company).
The Placing Agreement contains certain warranties given by the Company in
favour of Cavendish concerning, amongst other things, the accuracy of
information given in this Announcement and the announcement made by the
Company in respect of the Fundraise as well as other matters relating to the
Group and its business.
The Placing Agreement is terminable by Cavendish in certain circumstances up
until the time of Admission, including, inter alia, should there be a breach
of a warranty contained in the Placing Agreement or a force majeure event
takes place or a material adverse change occurs to the business of the Company
or the Group. The Company has also agreed in the Placing Agreement to
indemnify Cavendish against all losses, costs, charges and expenses which
Cavendish may suffer or incur as a result of, occasioned by or attributable to
the carrying out of its duties under the Placing Agreement.
4.3. Subscriptions
4.3.1 Director Subscriptions
Certain Directors, being Neil Austin and Alex Tristram have entered into the
Director Subscription Letters so as to participate in the Fundraising for, in
aggregate, 657,142 New Ordinary Shares, representing £11,499 at the Issue
Price. Further details are set out in paragraph 5 below. Klaas de Boer and
David Armfield, Chairman and Non-Executive Director of the Group respectively,
have indicated their intention to participate via the Retail Offer, and a
further announcement will be made in due course to confirm this participation.
The Director Subscription Shares will represent approximately 0.08 per cent.
of the Enlarged Share Capital assuming full take-up of each of the Retail
Offer and the Follow-On Subscription. The Director Subscription Shares, when
issued and fully paid, will rank pari passu in all respects with the Existing
Ordinary Shares then in issue.
The Director Subscriptions are conditional upon (amongst other things) the
passing of the Resolutions, the Placing Agreement not having been terminated
and Admission occurring on or before 8.00 a.m. on 1 December 2025 (or such
later date and/or time as Cavendish and the Company may agree in writing,
being no later than 8.00 a.m. on 31 December 2025).
4.3.2 Other Subscriptions
In addition, the Company has provided certain investors including members of
the investor network operated by Adjuvo (in the absolute discretion of Adjuvo)
with the ability to subscribe at the Issue Price by way of:
a) the Initial Subscription, to raise £1.26 million by the
issue of 72,085,712 New Ordinary Shares; and
b) the Follow-On Subscription to raise up to a further £2.0
million by the issue of up to 114,285,714 New Ordinary Shares. The Follow-On
Subscription will close on or around 26 November 2025. A further
announcement will be made setting out the results of the Follow-On
Subscription on 27 November 2025.
The Subscription Shares will represent approximately 21.55 per cent. of the
Enlarged Share Capital assuming full take-up of each of the Retail Offer and
the Follow-On Subscription. The Subscription Shares, when issued and fully
paid, will rank pari passu in all respects with the Existing Ordinary Shares
then in issue.
The Subscriptions are conditional upon (amongst other things) the passing of
the Resolutions, the Placing Agreement not having been terminated, the Placing
Agreement becoming unconditional in all respects before 8:00 a.m. on 1
December 2025 and Admission occurring on or before 8.00 a.m. on 1 December
2025 (or such later date and/or time as Cavendish and the Company may agree in
writing, being no later than 8.00 a.m. on 31 December 2025).
4.3.3 Adjuvo Warrants
As part of the fees being paid to Adjuvo by the Company for the amounts raised
from Adjuvo members, the Company has agreed to grant Adjuvo up to 10,714,286
Warrants over Ordinary Shares, with an exercise price of 1.75 pence per share,
assuming the full amount of the Follow-On Subscription is taken up.
The Warrants shall vest and become exercisable in three equal tranches
(one-third each) upon achievement of the following share-price performance
targets:
· Tranche 1: one-third of the Warrants shall vest and become
exercisable once the Company's closing share price equals or exceeds £0.03
for ten (10) consecutive trading days;
· Tranche 2: one-third of the Warrants shall vest and become
exercisable once the Company's closing share price equals or exceeds £0.04
for ten (10) consecutive trading days; and
· Tranche 3: one-third of the Warrants shall vest and become
exercisable once the Company's closing share price equals or exceeds £0.05
for ten (10) consecutive trading days.
Any vested Warrants may be exercised at any time up to and including the date
falling three (3) years after completion of the Fundraise, after which all
unexercised Warrants shall lapse automatically.
4.4. The Retail Offer
Pursuant to the terms of the Retail Offer, the Company has made the Retail
Offer to Retail Investors only through intermediary financial institutions
appointed by the Company in connection with the Retail Offer via the Bookbuild
Platform.
Conditional on, amongst other things, the Resolutions being duly passed at the
General Meeting and Admission, up to 57,142,857 Retail Offer Shares will be
issued through the Retail Offer at the Issue Price to raise proceeds of up to
approximately £1.0 million (before expenses).
If the Retail Offer is taken up in full, the Retail Offer Shares will
represent approximately 6.61 per cent. of the Enlarged Share Capital, assuming
full take-up of each of the Retail Offer and the Follow-On Subscription. The
Retail Offer Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares then in issue.
Shares subscribed for by Shareholders under the Retail Offer will not be made
eligible for EIS Relief by the Company.
A further announcement will be made by the Company today regarding further
details of the Retail Offer and how investors may participate in the
Fundraising.
4.5. Admission of the New Ordinary Shares
Application will be made for the New Ordinary Shares, subject, inter alia, to
the passing of the Resolutions at the General Meeting. It is expected that
Admission will become effective in respect of, and that dealings on AIM will
commence in the New Ordinary Shares on or around 1 December 2025.
CREST accounts of the investors in the Placing Shares, Retail Offer Shares and
Subscription Shares who hold their Ordinary Shares in CREST will be credited
with their Placing Shares, Retail Offer Shares and Subscription Shares on or
around 1 December 2025. In the case of investors in the New Ordinary Shares
holding their Ordinary Shares in certificated form, it is expected that
certificates will be dispatched within 10 business days of Admission as
applicable. Pending dispatch of the share certificates or the crediting of
CREST accounts, the Registrar will certify any instruments of transfer against
the register.
5. RELATED PARTY TRANSACTIONS
Neil Austin, Alex Tristram are each a Related Party (as defined by the AIM
Rules), and will be participating in the Fundraise as follows:
Current Holding of Existing Shares % of Existing Ordinary Shares Number of New Ordinary Shares Holding post Admission % of Enlarged Share Capital*
Neil Austin 866,666 0.17 571,428 1,438,094 0.17
Alex Tristram 166,666 0.03 85,714 252,380 0.03
Dowgate Capital Limited 56,383,385 10.81 10,023,614 66,406,999 7.68
*Assuming full take up of the Follow-On Subscription and Retail Offer
The participation of the Director Subscribers in the Fundraise constitutes
related party transactions within the meaning of the AIM Rules, by virtue of
them each being Directors. The Directors (excluding the Director Subscribers)
consider, having consulted with Cavendish (the Company's nominated adviser),
that the terms of the Director Subscriptions in the Fundraise are fair and
reasonable insofar as the Company's Shareholders are concerned.
The participation in the Placing of Dowgate Capital Limited constitutes a
related party transaction by virtue of them being substantial shareholders in
the Company. The Directors consider, having consulted with Cavendish (the
Company's nominated adviser), that the terms of their participation in the
Fundraising by Dowgate Capital Limited are fair and reasonable insofar as the
Company's shareholders are concerned.
6. HMRC EIS ADVANCE ASSURANCE
The Company has received clearance from HMRC that the Group's business
qualifies for EIS Relief. The Company has been advised that a subscription for
Ordinary Shares by a VCT is capable of being a 'qualifying holding' for VCT
Relief. Although qualifying investors should obtain tax relief on their
investments under EIS relief or VCT relief and save where specifically and
expressly agreed in writing, neither the Company nor the Directors can provide
any warranty or guarantee in this regard. Investors must take their own advice
and rely on it.
Save where specifically and expressly agreed in writing, neither the Company
nor the Directors give any warranties or undertakings that EIS Relief or VCT
Relief, if granted, will not be withdrawn or that the business will be managed
in such a way as to preserve EIS or VCT relief. Investors must take their own
advice and rely on it. If the Group carries on activities beyond those
disclosed to HM Revenue & Customs, then shareholders may cease to qualify
for the relevant tax benefits.
7. RISK FACTORS
This section contains the principal risk factors that the Directors believe to
be associated with an investment in the Company. Any investment in Ordinary
Shares involves a high degree of risk.
Future need for access to capital
There is a risk that the amount that the Group anticipates will be needed to
fund its business plan until the point at which the Board expects each of the
Group's applications to reach cashflow breakeven will be insufficient or that
the Group may be unable to raise the amounts required to fund the Group until
then (if at all). Costs may be greater than planned, or timings may vary from
those targeted, which could have a material adverse effect on the
implementation of the Group's strategy and its business, operating results and
financial condition.
Dependence on third parties
The majority of products incorporating the Group's technology are in the early
to mid-stages of being produced on a fully commercial scale. As a result, the
Group is dependent on a limited number of commercial partners to demonstrate
the ability to scale up such production. Delays in commercialisation or
failure to operate production at an increased capacity may have a material
adverse effect on the growth of the Group's business and its financial
position.
The Group is dependent on a limited number of key suppliers in relation to the
production of its polymers. Should any such key supplier cease to deal with
the Group for any reason and/or materially and adversely change the terms upon
which it deals with the Group, difficulties may be experienced by the Group in
sourcing alternative suppliers on acceptable terms. Any such disruption to the
Group's supply arrangements may have a material adverse effect on the growth
of the Group's business and its financial position.
Commercialisation risk
The Group has, and will continue to enter into, arrangements with third
parties in respect of the development, production and commercialisation of
products based on its technology. The Group's negotiating position in agreeing
terms of either joint development, distribution, service or supply
arrangements may be affected by its size of cash resources relative to
potential development partners with substantial cash resources and established
levels of commercial success. An inability to enter into or renew such
arrangements on favourable terms, if at all, or disagreements between the
Group and any of its potential partners could lead to delays in the Group's
commercialisation strategy and this may have a significant adverse effect on
the Group's business, financial condition and results.
The loss of, or changes affecting, the Group's relationships with
commercialisation partners could adversely affect the Group's results or
operations and the Group may have limited input on the product strategies
adopted by any of its partners. Furthermore, there is a risk that such
partners may reprioritise within their product portfolio resulting in the
Group achieving sales below that which the Directors anticipate. In any such
arrangement, the Group will be dependent on such partners for its revenue and
the sales strategies and product positioning of the Group's partners may have
a material and adverse effect on the Group's business, financial condition and
results of operations.
The Group is currently dependent on a relatively small number of commercial
partners. If any of these companies were to cease to work with the Group, it
could potentially have a material adverse impact on the trading, financial
condition and prospects of the Group.
Intellectual property
The Group's success depends in part on its ability to maintain adequate
protection of its intellectual property, covering its processes and
applications. The intellectual property on which the Group's business is based
is a combination of patent applications and proprietary know-how. No assurance
can be given that any pending patent applications or any future patent
applications will result in granted patents, that any patents will be granted
on a timely basis, that the scope of any patent protection will exclude
competitors or provide competitive advantages to the Group, that any of the
Group's patents will be held valid if challenged, or that third parties will
not claim rights in, or ownership of, the patents and other proprietary rights
held by the Group.
There can be no assurance that others have not developed or will not develop
similar products, duplicate any of the Group's products or design around any
patent applications held by the Group. Others may hold or receive patents
which contain claims having a scope that covers products developed by the
Group (whether or not patents are issued to the Group). In addition, no
assurance can be given that others will not independently develop or otherwise
acquire substantially equivalent techniques or otherwise gain access to the
Company's unpatented proprietary technology or disclose such technology or
that the Company can ultimately protect meaningful rights to such unpatented
technology.
Once granted, a patent can be challenged both in the relevant patent office
and in the courts by third parties. Third parties can bring material and
arguments which the patent office granting the patent may not have seen.
Therefore, issued patents may be found by a court of law or by the patent
office to be invalid or unenforceable or in need of further restriction.
A substantial cost may be incurred if the Group is required to assert its
intellectual property rights, including any patents, against third parties.
Patent litigation is costly and time consuming and there can be no assurance
that the Group will have, or will be able to devote, sufficient resources to
pursue such litigation. Potentially unfavourable outcomes in such proceedings
could limit the Group's intellectual property rights and activities. There is
no assurance that obligations to maintain the Group's or partners' know-how
would not be breached or otherwise become known in a manner which provides the
Group with no recourse.
There is a risk that certain objections which have been raised, or may be
raised in the future, by patent offices in relation to the patent applications
which have been filed by the Group, may prevent those patent applications from
being granted. If the patent applications are not granted, the consequence is
that the techniques and processes described in the patent applications would
not be protected and would be in the public domain.
The Group operates its business under the Xeros brand and several product
specific sub-brands in respect of which it has acquired a number of related
trademarks in various jurisdictions. It is possible that third parties may
seek to oppose the Group trademarks in certain jurisdictions and/or infringe
the Group's intellectual property rights in these brands. The Group may in the
future seek to enter new markets where it will not be able to protect its
trademarks or they may be subject to challenge or dispute which may lead to
delays or restrictions on the Group's commercialisation strategy and this may
have a significant effect on the Group's business, financial condition and
results.
Any claims made against the Group's intellectual property rights, even without
merit, could be time consuming and expensive to defend and could have a
materially detrimental effect on the Group's resources. A third party
asserting infringement claims against the Group and its customers could
require the Group to cease the infringing activity and/or require the Group to
enter into licensing and royalty arrangements. The third party could also take
legal action which could be costly to defend. In addition, the Group may be
required to develop alternative non-infringing solutions that may require
significant time and substantial unanticipated resources. There can be no
assurance that such claims would not have a material adverse effect on the
Group's business, financial condition or results.
Third party intellectual property
Although the Board believes that the Group's current products, products in
development and processes do not infringe the intellectual property rights of
any third parties, it is impossible to be aware of all third party
intellectual property. No assurance can be given that third parties will not
in the future claim rights in or ownership of the patents and other
proprietary rights from time to time held by the Group. As further detailed
above, substantial costs (both financially and in management time) may be
incurred if the Group is required to defend its intellectual property.
Research and development risk
The Company is involved in new product and applications development. Although
the Group has now developed a number of commercial and marketable products and
applications, some of the Group's technology and intellectual property
portfolio is at an early stage of commercial development and there is no
guarantee that the Group will continue to be successful in commercialising its
products and applications development. The Group may not be able to develop
and exploit its technology sufficiently to enable it to develop additional
commercial and marketable products. Furthermore, the Group may not be able to
develop new applications or identify additional market needs that can be
addressed by the Group's technology.
Risk of competing technology
There is a risk that technological advances in competing technology and/or the
lower cost of such technology may impede the commercial exploitation of the
Group's technology. This would have a significant adverse effect on the
Group's business.
Risks associated with the commercialisation of products and services
The Group needs to continue to invest resources in products and services
development in order to develop and enhance the Group's existing products and
services and introduce new high quality products and services. If the Group is
unable to ensure that its customers have a high quality experience with the
Group's products and services, then they may become dissatisfied and move to
competitors' products and services. In addition, if the Group is unable to
predict customer preferences or industry changes, or if the Group is unable to
modify its products and services on a timely basis, the Group may lose
customers.
The Group's future success will depend on its ability to adapt to changing
market needs and circumstances, to adapt its products and services to evolving
industry standards and to improve the performance and reliability of the
Group's services. Failure to adapt to such changes would harm the Group's
business.
In addition, the adoption by customers of multiple uses for its polymer
spheres is likely to require continued expenditure by the Group. Moreover, the
Directors believe that its continued success depends on continued investment
in its business strategies. Because these endeavours may be inherently risky,
no assurance can be given that such endeavours will be successful and in the
event they are not, could adversely affect the Group's business, operating
results or financial condition.
8. GENERAL MEETING
A notice convening a General Meeting, to be held at the offices of Squire
Patton Boggs (UK) LLP at 60 London Wall London EC2M 5TP, United Kingdom at
10:00 a.m. on 28 November 2025, is set out at the end of the Circular.
At this meeting, as set out in the Notice of General Meeting:
- Resolution 1 is an ordinary resolution to authorise the
Directors under section 551 of the Companies Act 2006 to allot the New
Ordinary Shares and issue of Warrants.
- Resolution 2 is a special resolution to authorise the Directors
under section 570 of the Companies Act 2006, to allot the New Ordinary Shares
and issue of Warrants pursuant to the Fundraise on a non-pre-emptive basis.
The Directors do not, at present, intend to issue any share capital other than
in connection with the Fundraise and the Warrants (if exercised).
The Directors have concluded that proceeding with the Placing and
Subscriptions alongside the Retail Offer, is the most suitable option
available to the Company for raising additional funds through the issue of
Ordinary Shares and that issuing the Placing Shares, Subscription Shares and
Retail Offer Shares at a discount under the Fundraise is fair and reasonable
so far as all existing Shareholders are concerned. The Issue Price has been
set by the Directors following their assessment of market conditions and
following discussions with a number of institutional investors.
9. ACTIONS TO BE TAKEN
In respect of the General Meeting
Shareholders will find enclosed with the Circular a Form of Proxy for use at
the General Meeting. Whether you are going to attend the meeting or not,
please complete the Form of Proxy, following the instructions, and return it
to the Registrar, Neville Registrars Limited, Neville House, Steelpark Road,
Halesowen B62 8HD as soon as possible, to arrive by 10:00 a.m. on 26 November
2025 or, in the case of an adjournment of the General Meeting, not later than
48 hours (excluding non-working days) before the time fixed for the holding
of the adjourned meeting at the latest. Returning the form will not stop you
from attending the meeting and voting if you wish to do so. Appointing a proxy
in accordance with the instructions set out above will enable your vote to be
counted at the General Meeting in your absence.
If the Resolutions are not approved at the General Meeting, Admission will not
occur and the proceeds will not be received by the Company.
10. IMPORTANCE OF THE VOTE
Shareholders should be aware that if the Resolutions are not approved at the
General Meeting, the Fundraising will not occur and the related cash proceeds
will not be received by the Company. If this were to happen, there can be no
certainty that the Company would be able to arrange alternative funding in the
time, on reasonable terms or at all and the Group would only have sufficient
working capital to continue to trade until the end of December 2025 without
taking any mitigating action which would have the effect of significantly
curtailing the scope of the Company's activities and prospects alike.
11. RECOMMENDATION
The Directors consider the Resolutions to be proposed at the General Meeting
to be in the best interests of the Company and the Shareholders as a whole.
Consequently, the Directors recommend that you vote in favour of the
Resolutions to be proposed at the General Meeting, as they intend to do in
respect of the 15,509,522 Existing Ordinary Shares held, directly or
indirectly, by them representing approximately 2.97 per cent. of the total
voting rights of the Company.
Yours sincerely,
Klaas de Boer
Chairman
Xeros Technology Group plc
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND
THE TERMS AND CONDITIONS CONTAINED HEREIN ("TERMS AND CONDITIONS") (TOGETHER
THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, AUSTRALIA, NEW ZEALAND, JAPAN, OR ANY MEMBER STATE OF THE EEA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE
PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS DIRECTED ONLY AT (A) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
2017/1129 WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018) (AS AMENDED) (THE "UK PROSPECTUS REGULATION") AND WHO
ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT
PROFESSIONALS) AND / OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (B) OTHER
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY DISTRIBUTED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN XEROS TECHNOLOGY GROUP
PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES
FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE SECURITIES AND
EXCHANGE COMMISSION OF THE UNITED STATES NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THE PLACING SHARES OR DETERMINED IF THIS
ANNOUNCEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND,
IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
THE COMPANY'S BROKER, CAVENDISH CAPITAL MARKETS LIMITED ("CAVENDISH") WHO IS
REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, IS ACTING FOR THE COMPANY AND NO
ONE ELSE IN RELATION TO THE PLACING SET OUT IN THIS ANNOUNCEMENT.
ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS ANNOUNCEMENT
RELATES SHOULD CONSULT AN INDEPENDENT FINANCIAL OR OTHER ADVISER WHO IS DULY
AUTHORISED FOR THE PURPOSES OF FSMA AND WHO SPECIALISES IN THE ACQUISITION OF
SHARES AND OTHER SECURITIES IF THAT PERSON IS IN THE UNITED KINGDOM, OR ANY
APPROPRIATELY AUTHORISED PERSON UNDER APPLICABLE LAWS, IF THAT PERSON IS
LOCATED IN ANY OTHER JURISDICTION.
The distribution of this Announcement and/or
the Placing and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Cavendish (the
"Bookrunner") or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Bookrunner to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for
information purposes only and does not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its territories
and possessions, any state of the United States and the District of Columbia),
Australia, New Zealand, Canada, the Republic of South Africa, the Republic of
Ireland, Japan, any member state of the EEA or any other jurisdiction in which
the same would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
All offers of the Placing Shares will be made
pursuant to an exemption under the UK Prospectus Regulation from the
requirement to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does
not apply.
Solely for the purposes of the product
governance requirements of Chapter 3 of the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
UK MiFIR Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in
paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or 10A
respectively of COBS; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
Fundraising or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered under or offering
in compliance with the securities laws of any state, province or territory of
Australia, New Zealand, Canada, the Republic of South Africa, the Republic of
Ireland, Japan or any member state of the EEA. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into Australia, New Zealand, Canada, the Republic of South Africa, the
Republic of Ireland, Japan, any member state of the EEA or any other
jurisdiction in which such offer, sale, re-sale or delivery would be unlawful.
Persons (including, without limitation,
nominees and trustees) who have a contractual right or other legal obligations
to forward a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in this "Important Information
for invited Placees only regarding the Placing" section of this Announcement.
Details of the Placing Agreement and the
Placing Shares
The Bookrunner has entered into the Placing
Agreement with the Company today under which, on the terms and subject to the
conditions set out in the Placing Agreement, the Bookrunner, as agent for and
on behalf of the Company, has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares at the Issue Price. The Placing is not
being underwritten by the Bookrunner or any other person.
The exact number of Placing Shares to be
allocated and issued to Placees shall be determined by the Bookrunner and the
Company following completion of the ABB (as defined below).
The Placing Shares will, when issued, be
subject to the Articles and credited as fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the Placing Shares.
Accelerated bookbuilding process
Commencing today, the Bookrunner will be
conducting an accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "ABB"). This Announcement gives
details of the Terms and Conditions of, and the mechanics of participation in,
the Placing. However, the Bookrunner will be entitled to effect the Placing by
such alternative method to the ABB as they may, after consultation with the
Company, determine. Save as otherwise agreed with Cavendish, no commissions
will be paid by or to Placees in respect of any participation in the Placing
for Placing Shares.
A bid in the ABB will be made on these Terms
and Conditions which are attached to the Announcement and will be legally
binding on each Placee on behalf of which it is made and, except with the
Bookrunner's consent, will not be capable of variation or revocation after the
close of the ABB.
The book will open with immediate effect. The
final number of Placing Shares to be issued pursuant to the Placing will be
agreed by the Bookrunner and the Company at the close of the ABB, and the
result of the Placing will be announced as soon as practicable
thereafter. The timing for the close of the ABB and the allocation of the
Placing Shares shall be at the absolute discretion of the Bookrunner, in
consultation with the Company.
To the fullest extent permissible by law and
applicable FCA rules, neither:
(a) the Bookrunner;
(b) any of their respective affiliates, agents, advisers,
directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
'connected' with the Bookrunner as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Bookrunner),
shall have any liability (including to the
extent permissible by law, any fiduciary duties) to Placees or to any other
person whether acting on behalf of a Placee or otherwise. In particular,
neither the Bookrunner nor any of their respective affiliates shall have any
liability (including, to the extent legally permissible, any fiduciary
duties), in respect of their conduct of the ABB or of such alternative method
of effecting the Placing as the Bookrunner may determine.
By participating in the Placing (such
participation up to an agreed maximum level to be confirmed in and evidenced
by either (i) a recorded telephone call; or (ii) email correspondence, in
either case between representatives of the Bookrunner to whom the Placee's
commitment is given and the relevant Placee (a "Recorded Commitment")), each
Placee will be deemed to have read and understood the Announcement and these
Terms and Conditions in their entirety, to be participating, making an offer
and acquiring Placing Shares on these Terms and Conditions and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in these Terms and Conditions.
In particular, each such Placee irrevocably
represents, warrants, undertakes, agrees and acknowledges (amongst other
things) severally to the Company and the Bookrunner that:
1. it is a Relevant Person and that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;
2. in the case of a Relevant Person in the
United Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor
within the meaning of Article 2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation:
i. the Placing Shares
acquired by it in the Placing have not been acquired on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in any
Relevant State (as defined below) other than Qualified Investors or in
circumstances in which the prior consent of the Bookrunner has been given to
the offer or resale; or
ii. where Placing Shares have
been acquired by it on behalf of persons in any Relevant State other than
Qualified Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a
member state of the EEA (each a "Relevant State") who acquires any Placing
Shares pursuant to the Placing:
(a) it is a Qualified Investor
within the meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation:
i. the Placing Shares
acquired by it in the Placing have not been acquired on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in a
Relevant State other than Qualified Investors or in circumstances in which
the prior consent of the Bookrunner has been given to the offer or resale; or
ii. where Placing Shares have
been acquired by it on behalf of persons in a Relevant State other than
Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for
its own account or is acquiring the Placing Shares for an account with respect
to which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in these Terms and Conditions;
5. it understands (or if acting for the
account of another person, such person has confirmed that such person
understands) and agrees to comply with the resale and transfer restrictions
set out in these Terms and Conditions;
6. except as otherwise permitted by the
Company and subject to any available exemptions from applicable securities
laws, it (and any account referred to in paragraph 4 above) is outside the
United States acquiring the Placing Shares in offshore transactions as defined
in and in accordance with Regulation S under the Securities Act;
7. it acknowledges that the Placing Shares
have not been, and will not be, registered under the Securities Act or with
any securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly or
indirectly, within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States; and
8. the Company, Bookrunner, and others
(including each of their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a
limited number of specifically invited persons only and have not been nor will
be offered in such a way as to require any prospectus or other offering
document in the United Kingdom or any equivalent document in any other
jurisdiction to be published. No prospectus or other offering document has
been or will be submitted to be approved by the Financial Conduct Authority
("FCA") or the London Stock Exchange in relation to the Fundraising or the
Placing Shares and Placees' commitments will be made solely on the basis of
the information contained in the Announcement and any information publicly
announced through a Regulatory Information Service (as defined in the AIM
Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or
prior to the date of these Terms and Conditions (the "Publicly Available
Information") and subject to any further terms set forth in writing in any
contract note sent to an individual Placee by the Bookrunner who is acting as
agent for and on behalf of the Company in relation to the Placing.
Each Placee, by participating in the Placing,
agrees that the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied on any
information (other than the Publicly Available Information), representation,
warranty or statement made by or on behalf of the Bookrunner or the Company or
any other person and none of the Bookrunner, the Company nor any other person
acting on such person's behalf nor any of their respective affiliates has or
shall have any liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider any
information in the Announcement or these Terms and Conditions to be legal,
tax, business or other advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Save where specifically and expressly agreed in
writing, neither the Company nor the Bookrunner make any representation to any
Placee regarding an investment in the Placing Shares.
Application for admission to trading
Application(s) will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. It is expected that
Admission will become effective in respect of, and that dealings on AIM will
commence in, all of the Placing Shares, on or around 1 December 2025.
Principal terms of the Placing
1. The Bookrunner is acting as nominated
adviser and broker to the Company in respect of the Placing, as agent for and
on behalf of the Company. The Bookrunner is authorised and regulated in the
United Kingdom by the FCA and is acting exclusively for the Company and no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than the Company for providing the
protections afforded to the Bookrunner's customers or for providing advice in
relation to the matters described in this Announcement.
2. Participation in the Placing is by
invitation only and will only be available to persons who may lawfully be, and
are, invited by the Bookrunner to participate. The Bookrunner and any of its
respective affiliates are entitled to participate in the Placing as principal.
3. Each Placee will confirm the maximum number of
Placing Shares it is willing to acquire in a Recorded Commitment. Once they
have made a Recorded Commitment, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the Bookrunner (as agent for the
Company), to subscribe and pay for, at the Issue Price, the number of Placing
Shares allocated to it, up to the agreed maximum.
4. Each Placee's allocation and whether
such Placee participates in the Placing has or will be determined by the
Bookrunner in their discretion following consultation with the Company and
will be confirmed by the Bookrunner either orally or in writing via a contract
note.
5. Each Placee's commitment will be
confirmed in and evidenced by a Recorded Commitment. These Terms and
Conditions will be deemed incorporated into each contract which is entered
into by way of a Recorded Commitment and will be legally binding on the
relevant Placee(s) on behalf of whom the commitment is made with effect from
the end of the Recorded Commitment and, except with the Bookrunner's prior
written consent, will not be capable of variation or revocation after such
time. A contract note confirming each Placee's allocation of Placing Shares
will be sent to them following the Recorded Commitment and the allocation
process. These Terms and Conditions shall be deemed incorporated into any
such contract note.
6. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the Bookrunner (as agent
for the Company), to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of Placing
Shares allocated to such Placee (subject always to such Placee's agreed
maximum).
7. The Bookrunner reserves the right to
scale back the number of Placing Shares to be subscribed for by any Placee in
the event that the Placing is oversubscribed. The Bookrunner also reserves the
right not to accept offers to subscribe for Placing Shares or to accept such
offers in part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of the Bookrunner.
8. Except as required by law or regulation,
no press release or other announcement will be made by the Bookrunner or the
Company using the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written consent.
9. All obligations of the Bookrunner under
the Placing will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Termination of the Placing".
10. By participating in the Placing, each
Placee agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
11. The price per Placing Share is 1.75 pence and is payable to the
Bookrunner as agent of the Company by all Placees.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
13. To the fullest extent permissible by law and applicable FCA
rules, none of: (a) the Bookrunner, (b) any of its respective affiliates,
agents, directors, officers, consultants, (c) to the extent not contained
within (a) or (b), any person connected with the Bookrunner as defined in the
FSMA ((b) and (c) being together "affiliates" and individually an "affiliate"
of the Bookrunner), (e) any person acting on behalf of the Bookrunner, shall
have any liability (including to the extent permissible by law, any fiduciary
duties) to Placees or to any other person whether acting on behalf of a Placee
or otherwise. In particular, neither the Bookrunner nor any of its affiliates
shall have any liability (including, to the extent permissible by law, any
fiduciary duties) in respect of its conduct in relation to the Fundraising or
of such alternative method of effecting the Fundraising as the Bookrunner and
the Company may agree.
Registration and settlement
By participating in the Placing, each Placee
will be deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed as directed by the Bookrunner in accordance
with either the standing CREST or certificated settlement instructions which
they have in place with the Bookrunner.
Settlement of transactions in the Placing
Shares (ISIN: GB00BMGYBJ57) following Admission will take place within the
CREST system, subject to certain exceptions. Settlement through CREST is
expected to take place on 1 December 2025 unless otherwise notified by the
Bookrunner and Admission is expected to occur no later than 8.00 a.m. on 1
December 2025 unless otherwise notified by the Bookrunner. Admission and
settlement may occur at an earlier date, which if achievable, will be set out
in the Circular. Settlement through CREST will be on a delivery versus
payment basis ("DVP") unless otherwise notified by the Bookrunner and is
expected to occur on the Admission Date.
In the event of any difficulties or delays in
the admission of any Placing Shares to CREST or the use of CREST in relation
to the Placing, the Company and the Bookrunner may agree that the Placing
Shares (or any of them) should be issued in certificated form. The
Bookrunner reserves the right to require settlement for any of the Placing
Shares, and to deliver any of the Placing Shares to any Placees, by such other
means as it deems necessary if delivery or settlement to any Placee is not
practicable within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not
received from Placees on or before the due date in accordance with the
arrangements set out above, in respect of either CREST or certificated
deliveries, at the rate of 3 percentage points above prevailing base rate of
Barclays Bank plc as determined by the Bookrunner.
Each Placee is deemed to agree that if it does
not comply with these obligations, the Bookrunner may sell, charge by way of
security (to any funder of the Bookrunner) or otherwise deal with any or all
of their Placing Shares on their behalf and retain from the proceeds, for the
Bookrunner's own account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due and any costs and expenses properly
incurred by the Bookrunner as a result of the Placee's failure to comply with
its obligations. The relevant Placee will, however, remain liable for any
shortfall below the amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of its Placing Shares on its behalf. Legal and/or beneficial title in and
to any Placing Shares shall not pass to the relevant Placee until such time as
it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a
custodian or settlement agent, Placees must ensure that, upon receipt, any
relevant contract note is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered free from
any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection with the
Placing.
Conditions of the Placing
The Placing is conditional upon the Placing
Agreement becoming unconditional and not having been terminated in accordance
with its terms.
Subject to the proviso that once Admission has
occurred no party to the Placing Agreement shall be entitled to terminate any
part of the Placing Agreement which relates to Admission and/or the Placing,
allotment or issue of the/New Ordinary Shares, the obligations of the
Bookrunner under the Placing Agreement are, and the Placing is, conditional
upon, inter alia:
(a) the Resolutions being passed at the General Meeting;
(b) the warranties and undertakings contained in the Placing
Agreement ("Warranties") being true, accurate and not misleading when made on
the date of the Placing Agreement and immediately prior to Admission by
reference to the facts and circumstances subsisting at that time;
(c) the Company having fully performed its obligations under the
Placing Agreement to the extent that they fall to be performed prior to
Admission;
(d) the obligations of the Bookrunner not having been terminated
pursuant to any provision of the Placing Agreement prior to Admission; and
(e) Admission having become effective at or around the relevant
Admission Date,
all conditions to the obligations of the
Bookrunner included in the Placing Agreement being together,
the "conditions").
If any of the conditions are not fulfilled or,
where permitted, waived in accordance with the Placing Agreement within the
stated time periods (or such later time and/or date as the Company and the
Bookrunner may agree), or the Placing Agreement is terminated in accordance
with its terms, the Placing (or such part of it as may then remain to be
completed) will lapse and the Placee's rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee is acting)
in respect thereof.
By participating in the Placing, each Placee
agrees that its rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the Placing" below and
will not be capable of rescission or termination by it.
The Bookrunner may, in its absolute discretion
and upon such terms as it thinks fit, waive fulfilment of all or any of the
conditions in the Placing Agreement in whole or in part, or extend the time
provided for fulfilment of one or more conditions, save that certain
conditions may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in these Terms and Conditions.
The Bookrunner may terminate the Placing
Agreement in certain circumstances, details of which are set out below.
Neither the Bookrunner nor any of their
respective affiliates, agents, advisers, directors, officers or employees nor
the Company shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision
any of them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing (or any part
thereof) nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally (or any part thereof) and
by participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Bookrunner.
Termination of the Placing
If in the Bookrunner's reasonable opinion:
(a) the Company is in breach of any of its obligations under
the Placing Agreement, or is likely to be so in breach, or cannot comply with
any such obligation, or is unlikely to able to do so; or
(b) any warranty is or if repeated at any time up to Admission
(by reference to the facts and circumstances then existing) would be untrue,
inaccurate or misleading; or
(c) there has been an adverse development or other adverse
occurrence relating to any director or any group member (whether or not
occurring or arising before or after the date of the Placing Agreement) of
which the Bookrunner was unaware when entering into the Placing Agreement,
(in any case by itself or together with any other such occurrence) to an
extent which the Bookrunner reasonably regards as material; or
(d) on or after the date of the Placing Agreement there
happens, develops or comes into effect:
i. a general moratorium on commercial banking
activities in London or New York declared by the relevant authorities or a
material disruption in commercial banking or securities settlement or
clearance services in the United Kingdom, any member state of the EEA or the
United States; or
ii. the declaration, outbreak or escalation of war or
other hostilities, or the occurrence of any acts of terrorism, involving the
United Kingdom or the United States or the declaration by or for the
government of the United Kingdom or the United States of a national emergency;
or
iii. any calamity, disaster, natural event or other
occurrence of any kind which (by itself or together with any other such
occurrence) in the Bookrunner's reasonable opinion is likely to materially and
adversely affect or prejudice the market's perception of the Company or the
financial position or trading position or prospects of the Group taken as a
whole; or
iv. a change, or any development likely to involve a
prospective change (in each case whether or not foreseeable at the date of the
Placing Agreement) in or affecting the condition (financial or other),
business prospects, earnings, business affairs or results of the Group,
whether or not arising in the ordinary course of business which, in any such
case, in the Bookrunner's reasonable opinion is materially adverse; or
v. any crisis of international or national effect or
any change in any currency exchange rates or controls or in any financial,
political, economic or market conditions (including disruption to trading on
any stock exchange, multilateral trading facility or over-the-counter market)
or in market sentiment or any other calamity or crisis which, in any such
case, in the Bookrunner's reasonable opinion is materially adverse; or
vi. a change or development involving a prospective
change in taxation affecting any Group Member, the Placing or the holding or
ownership or transfer of any Ordinary Shares which, in any such case, in the
Bookrunner's reasonable opinion is materially adverse; or
vii. the imposing of exchange controls by the United
Kingdom, any member state of the EEA, the United States or China; or
viii. the suspension or limitation of trading generally on the
London Stock Exchange, the American Stock Exchange, the New York Stock
Exchange, the NASDAQ National Market or any other market operated within the
United Kingdom that is a "prescribed market" for the purpose of section 118 of
FSMA or the fixing of any minimum or maximum prices or price ranges for any
such trading,
the Bookrunner may terminate its obligations under the Placing Agreement with
immediate effect by notice in writing delivered to the Company or (if such
delivery is not practicable in the circumstances) by a verbal communication to
any Director (such communication to be confirmed in writing by the Bookrunner
as soon as reasonably practicable afterwards), such delivery or communication
to be made before Admission.
If the Placing Agreement is terminated in
accordance with its terms, the rights and obligations of each Placee in
respect of the Placing as described in these Terms and Conditions shall cease
and terminate at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee
agrees with the Company and the Bookrunner that the exercise by the Company or
the Bookrunner of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Company and / or the Bookrunner or for agreement between the Company
and the Bookrunner (as the case may be) and that neither the Company nor the
Bookrunner need make any reference to such Placee and that none of the
Company, the Bookrunner nor any of their respective affiliates, agents,
advisers, directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By agreeing with the Bookrunner (as agent of
the Company) to subscribe for Placing Shares under the Placing, a Placee (and
any person acting on a Placee's behalf) irrevocably acknowledges and confirms
and warrants and undertakes to, and agrees with, each of the Company and the
Bookrunner, in each case as a fundamental term of such Placee's application
for Placing Shares and of the Company's obligation to allot and/or issue any
Placing Shares to it or at its direction, that its rights and obligations in
respect of the Placing (or any part of it) will terminate only in the
circumstances described above and under the "Conditions of the Placing"
section above and will not be capable of rescission or termination by it in
any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee
(and any person acting on such Placee's behalf) irrevocably represents,
warrants, acknowledges, undertakes, confirms and agrees (for itself and for
any such prospective Placee) that in each case as a fundamental term of such
Placee's application for Placing Shares (save where the Bookrunner (or the
Company with the express approval of the Bookrunner) specifically and
expressly agrees in writing to the contrary):
1. it has read and understood the
Announcement and these Terms and Conditions in their entirety and that its
acquisition of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Fundraising, the Company, the Placing Shares or
otherwise, other than the information contained in this Announcement and the
Publicly Available Information;
2. it has not received a prospectus or other
offering document in connection with the Fundraising and acknowledges that no
prospectus or other offering document:
(a) is required under any applicable law; and
(b) has been or will be prepared in connection with the
Fundraising,
and, in particular, that the Subscriptions and Retail Offer referred to in
this Announcement and the Circular relating thereto are separate from the
Placing and do not form part of any offer or agreement concerning the Placing
and/or any Placing Shares;
3. the Ordinary Shares are admitted to
trading on AIM, and that the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules and the
Market Abuse Regulation (EU Regulation No. 596/2014, as retained and
applicable in the UK pursuant to s3 of the European Union (Withdrawal) Act
2018, as amended (the "MAR")), which includes a description of the nature of
the Company's business and the Company's most recent balance sheet and profit
and loss account and that it is able to obtain or access such information
without undue difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded company, without
undue difficulty;
4. it has made its own assessment of the
Placing Shares and has relied on its own investigation of the business,
financial or other position of the Company and other aspects of the Company in
accepting a participation in the Placing and neither the Bookrunner nor the
Company nor any of their respective affiliates, agents, advisers, directors,
officers or employees nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in this
Announcement and these Terms and Conditions or the Publicly Available
Information; nor has it requested either of the Bookrunner, the Company, any
of their respective affiliates, agents, advisers, directors, employees or
officers or any person acting on behalf of any of them to provide it with any
such information;
5. neither the Bookrunner nor any person
acting on behalf of them nor any of their respective affiliates, agents,
directors, officers or employees has or shall have any liability for any
Publicly Available Information, or any representation relating to the Company,
provided that nothing in these Terms and Conditions excludes the liability of
any person for any fraudulent misrepresentation made by that person;
6. (a) the only information on which it is
entitled to rely on and on which it has relied in committing to acquire the
Placing Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing
based on this Announcement and the Publicly Available Information;
(b) neither the Bookrunner nor any of their respective
affiliates, agents, directors, officers or employees have made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of this Announcement, the Circular or the Publicly Available
Information;
(c) it has conducted its own investigation of the
Company, the Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing; and
(d) it has not relied on any investigation that the
Bookrunner or any person acting on their behalf may have conducted with
respect to the Company, the Placing or the Placing Shares;
7. the contents of this Announcement, the
Circular and the other Publicly Available Information as well as any
information made available (in written or oral form) in presentations or as
part of roadshow discussions with investors relating to the Company (the
"Information") has been prepared by and is exclusively the responsibility of
the Company and neither the Bookrunner nor any persons acting on their behalf
is responsible for or has or shall have any liability for any such
Information, or for any representation, warranty or statement relating to the
Company contained therein nor will they be liable for any Placee's decision to
participate in the Placing based on any Information or any representation,
warranty or statement contained therein or otherwise. Nothing in these Terms
and Conditions shall exclude any liability of any person for fraudulent
misrepresentation;
8. it has the funds available to pay for the
Placing Shares which it has agreed to acquire and acknowledges and agrees that
it will pay the total subscription amount in accordance with the Announcement
and these Terms and Conditions by the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other Placees or
sold at such price as the Bookrunner determines;
9. the Placing Shares have not been
registered or otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of the United
States, or any state or other jurisdiction of the United States, the Republic
of Ireland, Australia, New Zealand, Canada, Republic of South Africa, Japan or
any member state of the EEA and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within the United States, the Republic of Ireland, Australia, New
Zealand, Canada, the Republic of South Africa, Japan, any member of the EEA or
in any country or jurisdiction where any such action for that purpose is
required;
10. it and/or each person on whose behalf it is
participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter
into and perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in these Terms and Conditions) under those laws or otherwise
and complied with all necessary formalities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its acquisition of Placing Shares;
11. it is not, and any person who it is acting on
behalf of is not, and at the time the Placing Shares are acquired will not be,
a resident of, or with an address in, or subject to the laws of, the United
States, Australia, Canada, the Republic of South Africa, the Republic of
Ireland, New Zealand, Japan or any member state of the EEA, and it
acknowledges and agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation of the
United States, Australia, Canada, the Republic of South Africa, the Republic
of Ireland, New Zealand, Japan or any member state of the EEA and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
12. it and the beneficial owner of the Placing
Shares is, and at the time the Placing Shares are acquired will be, outside
the United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S under the
Securities Act;
13. it understands that the Placing Shares have
not been, and will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except pursuant
to an effective registration under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with applicable state
securities laws; and no representation is being made as to the availability of
any exemption under the Securities Act for the reoffer, resale, pledge or
transfer of the Placing Shares;
14. it (and any account for which it is
purchasing) is not acquiring the Placing Shares with a view to any offer,
sale or distribution thereof within the meaning of the Securities Act;
15. it understands that:
(a) the Placing Shares are "restricted securities" within
the meaning of Rule 144(a)(3) under the Securities Act and will be subject to
restrictions on resale and transfer subject to certain exceptions under US
law; and
(b) it will not deposit the Placing Shares in an
unrestricted depositary receipt programme in the United States or for US
persons (as defined in the Securities Act);
16. it will not offer, sell, transfer, pledge or
otherwise dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules
903 or 904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under
the Securities Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and all other applicable jurisdictions;
17. no representation has been made as to the
availability of the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge or transfer
of the Placing Shares;
18. it understands that the Placing Shares are
expected to be issued to it through CREST but may be issued to it in
certificated, definitive form and acknowledges and agrees that the Placing
Shares will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the Company and
the Bookrunner:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
19. it is not taking up the Placing Shares as a
result of any "general solicitation" or "general advertising" efforts (as
those terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S under the
Securities Act);
20. if located in the United States, it
understands that there may be certain consequences under United States and
other tax laws resulting from an investment in the Placing and it has made
such investigation and has consulted its own independent advisers or otherwise
has satisfied itself concerning, without limitation, the effects of United
States federal, state and local income tax laws and foreign tax laws
generally;
21. it will not distribute, forward, transfer or
otherwise transmit this Announcement or these Terms and Conditions and/or the
Circular or any part of them, or any other presentational or other materials
concerning the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
22. none of the Bookrunner, their respective
affiliates and/or any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of the Bookrunner and that the Bookrunner has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
23. it has the funds available to pay for the
Placing Shares for which it has agreed to subscribe and acknowledges and
agrees that it will make payment to the Bookrunner for the Placing Shares
allocated to it in accordance with these Terms and Conditions on or by the
specified time (failing which the relevant Placing Shares may be placed with
others on such terms as the Bookrunner determines in its absolute discretion
without liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in these Terms and Conditions) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
24. its Recorded Commitment to acquire Placing
Shares will represent a maximum number of Placing Shares which it may be
required to subscribe for, and that following the allocation process the
Bookrunner may call upon it to subscribe for a lower number of Placing Shares
(if any), but in no event in aggregate more than the aforementioned maximum;
25. no action has been or will be taken by any
of the Company, the Bookrunner or any person acting on behalf of the Company
or the Bookrunner that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
26. the person who it specifies for registration
as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be.
27. neither the Bookrunner nor the Company will
be responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe the requirement at paragraph 26, above.
Each Placee and any person acting on behalf of such Placee agrees to acquire
Placing Shares pursuant to the Placing and agrees to indemnify the Company and
the Bookrunner in respect of the same on the basis that the Placing Shares
will be allotted to a CREST stock account of the Bookrunner or transferred to
a CREST stock account of the Bookrunner who will hold them as nominee on
behalf of the Placee until settlement in accordance with its standing
settlement instructions with it;
28. it is acting as principal only in respect of the Placing
or, if it is acting for any other person, (a) it is duly authorised to do so
and has full power to make the acknowledgments, representations and agreements
herein on behalf of each such person and (b) it is and will remain liable to
the Company and the Bookrunner for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for
another person);
29. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability;
30. if it is within the United Kingdom, it and
any person acting on its behalf (if within the United Kingdom) falls within
Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
31. it has not offered or sold and will not
offer or sell any Placing Shares to persons in the United Kingdom or any
member state in the EEA except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their business or otherwise in circumstances
which have not resulted, and which will not result in an offer to the public
in the United Kingdom within the meaning of section 85(1) of the FSMA or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
32. it has only communicated or caused to be
communicated and it will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person and it acknowledges and agrees that neither the
Announcement, these Terms and Conditions nor the Circular has been or will be
approved by the Bookrunner in their capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion by an
authorised person;
33. it has complied, and it will comply with all
applicable laws in any jurisdiction with respect to anything done by it or on
its behalf in relation to the Placing Shares (including all relevant
provisions of the FSMA in respect of anything done in, from or otherwise
involving the United Kingdom);
34. if it is a financial intermediary, as that
term is used in the UK Prospectus Regulation, the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to persons
in the United Kingdom other than Qualified Investors or in circumstances in
which the express prior written consent of the Bookrunner has been given to
the offer or resale;
35. if in the United Kingdom, it is a Qualified
Investor within the meaning of the UK Prospectus Regulation and a person (i)
having professional experience in matters relating to investments and who
falls within the definition of 'investment professionals' in Article 19(5) of
the Order; or (ii) who is a high net worth entity falling within Article
49(2)(a) to (d) of the Order; or (iii) to whom this document may otherwise
lawfully be communicated;
36. if it is a financial intermediary, as that
term is used in the EU Prospectus Regulation (including any relevant
implementing measure in any member state), the Placing Shares acquired by it
in the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
any member state of the EEA other than Qualified Investors, or in
circumstances in which the express prior written consent of the Bookrunner has
been given to the offer or resale;
37. if in a member state of the EEA, it is a
"Qualified Investor" within the meaning of the EU Prospectus Regulation;
38. it has neither received nor relied on any
confidential price sensitive information about the Company not included in
this document in accepting this invitation to participate in the Placing;
39. if it has received any inside information
(for the purposes of the MAR and/or section 56 of the Criminal Justice Act
1993 or other applicable law) about the Company in advance of the Placing, it
has not:
(a) dealt (or attempted to deal) in the securities of the
Company;
(b) encouraged, recommended or induced another person to
deal in the securities of the Company; or
(c) unlawfully disclosed such information to any person,
prior to the information being made publicly available;
40. subject to paragraph (41), none of the monies
being invested in the Placing by it is State Aid. For the purposes of these
Terms and Conditions:
"State Aid" means any aid, investment, grant or loan which was received by the
recipient pursuant to a measure approved by the European Commission as
compatible with Article 107 of the Treaty on the Functioning of the European
Union in accordance with the principles laid down in the European Commission's
Guidelines on State aid to promote risk finance investments (as those
guidelines may be amended or replaced from time to time); and
41. if it cannot give the warranty in paragraph (40), it is
a condition of its participation in the Placing that it provides written
confirmation to the Bookrunner as to the amount of money being invested in the
Placing by it which will be State Aid;
42. neither the Bookrunner nor any of its advisers,
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any information,
representation or statement contained in this document or for any information
previously published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed information
or any representation, warranty or undertaking relating to the Company, and
will not be liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph shall
exclude any liability of any person for fraud;
43. neither the Bookrunner, the Company nor any
of their respective affiliates, agents, advisers, directors, officers or
employees nor any person acting on behalf of the Bookrunner or their
respective affiliates, agents, advisers, directors, officers or employees nor
any person acting on behalf of any of them is making any recommendations to
it, advising it regarding the suitability of any transactions it may enter
into in connection with the Placing nor providing advice in relation to the
Placing nor in respect of any representations, warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing Agreement
nor the exercise or performance of any of the Bookrunner's rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
44. the Bookrunner may, in accordance with
applicable legal and regulatory provisions, engage in transactions in relation
to the Placing Shares and/or related instruments for their own account and,
except as required by applicable law or regulation, the Bookrunner will not
make any public disclosure in relation to such transactions;
45. the Bookrunner and their respective
affiliates, acting as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity, may
retain, purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in these Terms and Conditions and/or the Announcement
to the Placing Shares being offered, subscribed, acquired or otherwise dealt
with should be read as including any offer to, or subscription, acquisition or
dealing by, the Bookrunner and/or any of their respective affiliates acting as
an investor for its or their own account(s). Neither the Bookrunner nor the
Company intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory obligation to do so;
46. it:
(a) has complied, and will comply, with its obligations
in connection with money laundering and terrorist financing under the Proceeds
of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;
(b) is not a person:
(i) with whom transactions are prohibited under the US
Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(all such statutes, rules and regulations referred to in this
paragraph 46 together, the "Regulations") and if making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations
and has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which it may request from
it in connection with the Placing (for the purpose of complying with the
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Bookrunner on the basis that any failure by it to do
so may result in the number of Placing Shares that are to be acquired by it or
at its direction pursuant to the Placing being reduced to such number, or to
nil, as the Bookrunner may decide at its sole discretion;
47. in order to ensure compliance with the
Regulations, the Bookrunner (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the Bookrunner or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at the
Bookrunner's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at the Bookrunner
or the Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of identity the
Bookrunner (for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either the
Bookrunner and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally debited;
48. it is aware of the obligations regarding (i) insider dealing in
the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime Act 2002
and confirms that it has and will continue to comply with those obligations;
and (ii) otherwise arising under the Regulations;
49. its commitment to acquire Placing Shares on the Terms and
Conditions will continue notwithstanding any amendment that may in future be
made to the Terms and Conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or the Bookrunner's conduct of the Placing;
50. neither of the Bookrunner nor any of their
respective affiliates, agents, advisers, directors, officers or employees
makes any representation in respect of or shall have any responsibility for
the tax treatment that any Placee may receive or expect in relation to their
investment in Placing Shares;
51. it has knowledge and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of this nature
and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain, a complete loss in connection with
the Placing. It has relied upon its own examination and due diligence of the
Company and its affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
52. it irrevocably appoints any duly authorised
officer of the Bookrunner as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares which it agrees to acquire upon these Terms and Conditions;
53. the Company,
the Bookrunner and others (including each of their respective affiliates,
agents, advisers, directors, officers and employees) will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements
and agreements, which are given to the Bookrunner on their own behalf and on
behalf of the Company and are irrevocable;
54. it is acting
as principal only in respect of the Placing or, if it is acquiring the Placing
Shares as a fiduciary or agent for one or more investor accounts, it is duly
authorised to do so and it has full power and authority to make, and does
make, the foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
55. neither it nor, as the case may be, its
clients expect the Bookrunner to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book, and that
the Bookrunner is not acting for it or its clients, and that the Bookrunner
will not be responsible for providing the protections afforded to customers of
the Bookrunner or for providing advice in respect of the transactions
described herein;
56. it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
57. it will (or will procure that its nominee
will) if applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Disclosure Guidance and Transparency
Rules published by the FCA;
58. as far as it is aware, it is not acting in
concert (within the meaning given in the Takeover Code) with any other person
in relation to the Company and it is not a related party of the Company for
the purposes of the AIM Rules;
59. it is responsible for obtaining any legal,
tax and other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or the Bookrunner to
provide any legal, tax or other advice to it;
60. neither of the Bookrunner nor any of their
respective affiliates, agents, advisers, directors, officers or employees
makes any representation in respect of or shall have any responsibility for
the tax treatment that any Placee may receive or expect in relation to their
investment in Placing Shares;
61. it will not distribute any document relating
to the Placing Shares and it will be acquiring the Placing Shares for its own
account as principal or for a discretionary account or accounts (as to which
it has the authority to make the statements set out herein) for investment
purposes only;
62. it is acquiring the Placing Shares for its
own account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this document;
63. it accepts and acknowledges that:
(i) if the Placing does not
proceed and/or the conditions to the Bookrunner's obligations in respect of
the Placing under the Placing Agreement are not satisfied and/or the Placing
Agreement is terminated prior to Admission for any reason whatsoever and/or
the Placing Shares are not admitted to trading on AIM for any reason
whatsoever, none of the Company, the Bookrunner nor any of their respective
affiliates, nor persons controlling, controlled by or under common control
with any of them nor any of their respective employees, agents, officers,
members, stockholders, partners or representatives, shall have any liability
whatsoever to it or any other person;
(ii) the Bookrunner is entitled to
exercise any of its rights under the Placing Agreement or any other right in
its absolute discretion, including the right to terminate the Placing
Agreement without any liability whatsoever to it (or any person on whose
behalf it is acting) and the Bookrunner shall not have any obligation to
consult or notify Placees in relation to any right or discretion given to it
or which it is entitled to exercise; and
(iii) if such right is exercised by
the Bookrunner, the Placing (and the arrangements associated with it) will
lapse and any monies received in respect of the Placing will be returned to
Placees without interest;
64. it acknowledges that no person is authorised
in connection with the Placing to give any information or make any
representation other than as contained in this document and, if given or made,
any information or representation must not be relied upon as having been
authorised by the Bookrunner or the Company;
65. time is of the essence as regards its
obligations under these Terms and Conditions;
66. any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to the Bookrunner;
67. the Placing Shares will be issued subject to
these Terms and Conditions; and
68. these Terms and Conditions and all documents
into which these Terms and Conditions are incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these Terms and Conditions and all agreements to acquire Placing Shares
pursuant to the Placing will be governed by and construed in accordance with
English law and it submits to the exclusive jurisdiction of the English courts
in relation to any claim, dispute (contractual or otherwise) or matter arising
out of or in connection with such contract except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares (together
with interest chargeable thereon) may be taken by the Company or the
Bookrunner in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee
(and any person acting on such Placee's behalf) agrees to indemnify and hold
the Company, the Bookrunner and each of their respective affiliates, agents,
directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in these Terms and Conditions or
incurred by either of the Bookrunner, the Company or any of their respective
affiliates, agents, directors, officers or employees arising from the
performance or non-performance of the Placee's obligations as set out in these
Terms and Conditions, and further agrees that the provisions of these Terms
and Conditions shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares
to Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates only to
their allotment and issue to Placees, or such persons as they nominate as
their agents, direct by the Company. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a clearance
service. If there are any such arrangements, or the settlement related to
any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable. In that event, the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax and neither the
Company nor the Bookrunner shall be responsible for such stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its own
advice and they should notify the Bookrunner accordingly. In addition,
Placees should note that they will be liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares and each Placee, or the Placee's nominee, in respect of
whom (or in respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable), forthwith
and to indemnify on an after-tax basis and to hold harmless the Company and
the Bookrunner in the event that any of the Company and/or the Bookrunner have
incurred any such liability to such taxes or duties.
The representations, warranties,
acknowledgements and undertakings contained in these Terms and Conditions are
given to the Bookrunner for itself and on behalf of the Company and are
irrevocable.
The Bookrunner is authorised and regulated by
the FCA in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing, and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to their clients or for providing advice in relation to the Placing
or any other matters referred to in these Terms and Conditions.
Each Placee and any person acting on behalf of
the Placee acknowledges that the Bookrunner does not owe any fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the Placing
Agreement.
The provisions of these Terms and Conditions
may be varied, waived or modified as regards specific Placees or on a general
basis by the Bookrunner provided always that such variation, waiver or
modification is not materially prejudicial to the interests of the Company.
In the case of a joint agreement to acquire
Placing Shares, references to a "Placee" in these Terms and Conditions are to
each of such Placees and such joint Placees' liability is joint and several.
Each Placee and any person acting on behalf of
the Placee acknowledges and agrees that the Bookrunner may (at its absolute
discretion) satisfy its obligations to procure Placees by itself agreeing to
become a Placee in respect of some or all of the Placing Shares or by
nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of
the Placee is dealing with the Bookrunner, any money held in an account with
the Bookrunner on behalf of the Placee and/or any person acting on behalf of
the Placee will not be treated as client money within the meaning of the
relevant rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules: as a consequence this money will not be segregated
from the Bookrunner's money in accordance with the client money rules and will
be held by it under a banking relationship and not as trustee.
The Company reserves the right to treat as
invalid any application or purported application for Placing Shares that
appears to the Company or its agents to have been executed, effected or
dispatched from the United States, Australia, New Zealand, Canada, the
Republic of Ireland, the Republic of South Africa, Japan or any member state
of the EEA or in a manner that may involve a breach of the laws or regulations
of any jurisdiction or if the Company or its agents believe that the same may
violate applicable legal or regulatory requirements or if it provides an
address for delivery of the share certificates of Placing Shares in the United
States, Australia, New Zealand, Canada, the Republic of Ireland, the Republic
of South Africa, Japan, any member state of the EEA or any other jurisdiction
outside the United Kingdom in which it would be unlawful to deliver such share
certificates.
The rights and remedies of the Company and the
Bookrunner under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of others.
The Placee agrees to be bound by the articles
of association of the Company (as amended from time to time) once the Placing
Shares, which the Placee has agreed to acquire pursuant to the Placing, have
been acquired by the Placee
In these Terms and Conditions any words
following the terms "including", "include", "in particular", "for
example" or any similar expression shall be construed as illustrative and
shall not limit the sense of the words, description, definition, phrase or
term preceding those terms.
References to time in the Terms and Conditions
are to London time, unless otherwise stated. All times and dates in these
Terms and Conditions may be subject to amendment. Placees will be notified
of any changes.
No statement in this Announcement, these Terms
and Conditions or the Circular is intended to be a profit forecast or
estimate, and no statement in this Announcement, these Terms and Conditions or
the Circular should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily match or
exceed the historical published earnings per share of the Company.
The price of shares and any income expected
from them may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no guide to
future performance, and persons needing advice should consult an independent
financial adviser.
The Placing Shares to be issued pursuant to the
Placing will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website
nor any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, these Terms and Conditions and/or this
Announcement.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
"Adjuvo" Adjuvo Network Limited, an Appointed Representative of Robert Quinn Advisory
LLP, which is authorised and regulated by the FCA;
"Admission" admission of the New Ordinary Shares to trading on AIM becoming effective
within the meaning of rule 6 of the AIM Rules;
"Admission Date" the date of Admission;
"AIM" a market of that name operated by the London Stock Exchange;
"AIM Rules" the rules for AIM companies and their nominated advisers issued by the London
Stock Exchange;
"Bookbuild" or the online platform through which the Retail Offer is being conducted;
"Bookbuild Platform"
"Cavendish" Cavendish Capital Markets Limited, registered in England and Wales under
number 06198898 whose registered office is at One Bartholomew Close, London
EC1A 7BL (together with its affiliates), and for the purpose of trade
settlement in the Placing means Cavendish Securities plc, registered in
England and Wales under number 05210733 whose registered office is at One
Bartholomew Close, London EC1A 7BL;
"Closing Price" the closing middle market quotation of an Existing Ordinary Share as derived
from the Daily Official List of the London Stock Exchange on 5 November 2025;
"COB Sourcebook" or "COB" the applicable rules in the FCA's "Conduct of Business Sourcebook";
"Company" Xeros Technology Group plc (company number: 08684474);
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations);
"CREST Manual" the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS
Operations Manual, Daily Timetable, CREST Application Procedure and CREST
Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated
by Euroclear on 15 July 1996, as amended);
"CREST Member" a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);
"CREST Sponsor" a CREST participant admitted to CREST as a sponsor;
"CREST Sponsored Member" a CREST Member admitted to CREST as a sponsored member;
"Directors" or "Board" the board of directors of the Company;
"Director Subscription Letters" the conditional subscription letters entered in to between the Company and
each of the Director Subscribers pursuant to which they will agree to
subscribe for the Director Subscription Shares;
"Director Subscription Shares" the 657,142 New Ordinary Shares being subscribed for by Neil Austin and Alex
Tristram (each a "Director Subscriber", together the "Director Subscriptions")
pursuant to the Director Subscription Letters;
"EIS Relief" the relief claimed by any shareholder under Part 5 of ITA or exemption or
relief available under sections 150A, 150C and Schedule 5B Taxation of
Chargeable Gains Act 1992;
"Enlarged Share Capital" the issued share capital of the Company immediately following Admission
comprising the Existing Ordinary Shares and the New Ordinary Shares;
"Estimated Expenses" the estimated expenses incurred in connection with the Fundraise, being
approximately £0.36 million;
"EU" the European Union;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 521,487,557 Ordinary Shares in issue at the date of this Announcement, all
of which are admitted to trading on AIM and being the entire issued ordinary
share capital of the Company;
"FCA" the UK's Financial Conduct Authority;
"Follow-On Subscription" a further up to 114,285,714 Subscription Shares to be made conditionally
available to certain members of the investor network operated by Adjuvo at the
Issue Price on the terms of the Subscription Letters;
"Follow-On Subscription Shares" the 114,285,714 New Ordinary Shares to be issued at the Issue Price pursuant
to the Follow-On Subscription
"Form of Proxy" the form of proxy for use in connection with the General Meeting accompanying
the Circular;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraising" or "Fundraise" together the Placing, Subscriptions and Retail Offer;
"General Meeting" the general meeting of the Company convened for 10:00 a.m. on 28 November 2025
to approve the Resolutions, or any adjournment thereof, notice of which is set
out at the end of the Circular;
"Gross Proceeds" the proceeds from the issue of the New Ordinary Shares, prior to the deduction
of the Estimated Expenses, being up to approximately £6.0 million;
"Group" the Company and its subsidiary Xeros Limited;
"HMRC" His Majesty's Revenue & Customs;
"HMRC EIS Advance Assurance" assurance issued by HMRC that it believes it will be able to authorise the
Company to issue compliance certificates under section 204(1) of the Income
Tax Act 2007;
"Initial Fundraise" the Placing and Initial Subscription;
"Initial Subscription" the conditional subscription for 72,085,712 New Ordinary Shares by investors
including certain members of the investor network operated by Adjuvo at the
Issue Price on the terms of the Subscription Letters and the conditional
subscription for 657,142 New Ordinary Shares by the Director Subscribers on
the terms of the Director Subscription Letters;
"Initial Subscription Shares" the 72,085,712 New Ordinary Shares to be issued at the Issue Price pursuant to
the Initial Subscription
"ISIN" International Securities Identification Number;
"Issue Price" 1.75 pence per New Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"Net Proceeds" the proceeds from the issue of the New Ordinary Shares, after the deduction of
Estimated Expenses, expected to be up to £5.6 million;
"New Ordinary Shares" together the Placing Shares, Subscription Shares and Retail Offer Shares;
"Notice of General Meeting" the notice of the General Meeting set out at the end of the Circular;
"Ordinary Shares" ordinary shares of 0.1 pence each in the capital of the Company;
"Placing" the proposed placing by Cavendish, as agents to the Company, of the Placing
Shares at the Issue Price on a non-pre-emptive basis, on the terms and
conditions set out in the Placing Agreement;
"Placing Agreement" the agreement between the Company and Cavendish dated 6 November 2025 in
connection with the Placing and Retail Offer;
"Placing Shares" 99,761,789 New Ordinary Shares to be allotted and issued to new and existing
institutional investors by the Company pursuant to the Placing;
"Prospectus Regulation" EU Regulation 2017/1129 (which forms part of UK domestic law pursuant to the
European Union (Withdrawal) Act 2018) on the requirements for a prospectus to
be published when securities are offered to the public or admitted to trading;
"Prospectus Rules" the prospectus rules published by the FCA pursuant to section 73A of FSMA;
"Qualus" ESTR Limited (Company number 12000641) (trading as Qualus);
"Registrar" Neville Registrars Limited;
"Resolutions" the resolutions to be proposed at the General Meeting, as set out in the
Notice of General Meeting at the end of the Circular;
"Retail Investors" eligible investors in the Retail Offer;
"Retail Offer" the offer of new Ordinary Shares to be subscribed for by Retail Investors via
the Bookbuild Platform at the Issue Price and admitted to trading as part of
the Admission, subject to and conditional upon the Resolutions being passed at
the General Meeting;
"Retail Offer Shares" up to 57,142,857 New Ordinary Shares to be issued pursuant to the Retail Offer
subject to, inter alia, the passing of the Resolutions at the General Meeting;
"RIS" a regulatory information service as defined by the AIM Rules;
"Securities Act" the US Securities Act of 1933, as amended;
"SEDOL" Stock Exchange Daily Official List;
"Shareholders" holders of Ordinary Shares;
"Subscriptions" together the Initial Subscription and the Follow-On Subscription on the terms
of the Subscription Letters;
"Subscription Letters" the subscription letters entered into between the Company and each of the
Subscribers pursuant to which such subscribers have agreed (in the case of the
Initial Subscription) or will (in the case of the Follow-On Subscription)
agree to subscribe for the Subscription Shares;
"Subscription Shares" the up to 186,371,426 New Ordinary Shares being subscribed by investors
including certain members of the investor network operated by Adjuvo (each a
"Subscriber") in the Initial Subscription and Follow-On Subscription
respectively, pursuant to the Subscription Letters;
"UK" United Kingdom;
"US" or "United States" United States of America, its territories and possessions, any State of the
United States, and the District of Columbia;
"USE" an unmatched stock event;
"VCT" a company which is, for the time being, approved as a venture capital trust as
defined by section 259 of the Income Tax Act 2007;
"VCT Relief" the income tax relief available to investors of a VCT; and
"Warrants" up to 10,714,286 warrants over Ordinary Shares to be issued to Adjuvo as part
of its fee as more fully described in paragraph 4.3.3.
All references in this Announcement to "£", "pence", "p" or "pounds sterling"
are to the lawful currency of the UK, all references to "US$" or "$" are to
the lawful currency of the United States
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEZZMGMRVLGKZM
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Xeros Technology
See all newsREG - Xeros Tech Grp plc - Result of Retail Offer
AnnouncementREG - Xeros Tech Grp plc - Result of Fundraising
AnnouncementREG - Xeros Tech Grp plc - Retail Offer
AnnouncementREG - Xeros Tech Grp plc - Proposed Fundraise
AnnouncementREG - Xeros Tech Grp plc - Block listing Interim Review
Announcement