REG - Xeros Tech Grp plc - Result of Fundraise

Xeros TechnologyAnnouncement

30/09/2022 16:00

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RNS Number : 4121B  Xeros Technology Group plc  30 September 2022

 

 For immediate release

 

THIS ANNOUNCEMENT, INCLUDING THE 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, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND 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, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND 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.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN
THE COMPANY'S ANNOUNCEMENT RELEASED AT 12.51 P.M. today.

 

30 September 2022

Xeros Technology Group plc

("Xeros", the "Group" or the "Company")

 

Result of Fundraising

 

Xeros Technology Group plc (AIM: XSG), the creator of technologies that reduce
the impact of clothing on the planet, is pleased to announce that further to
the Company's announcement released at 12.51 p.m. today (the "Launch
Announcement"), the Bookbuild has closed and the Company has conditionally
raised gross proceeds of approximately £6.0 million, through the successful
placing of 120,000,000 Placing Shares at the Issue Price of 5 pence per
Ordinary Share.

In addition to the Placing, the Company intends to provide all Qualifying
Shareholders with the opportunity to subscribe for an aggregate of up to
20,386,699 Open Offer Shares at the Issue Price, to raise up to approximately
£1.0 million (before expenses), on the basis of 6 Open Offer Shares for every
7 Existing Ordinary Shares held on the Record Date. Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may also request
additional Open Offer Shares through an excess application facility (the
"Excess Application Facility").

The Placing and Open Offer are conditional upon, inter alia, the passing of
the Resolutions at the General Meeting and upon the Placing Agreement becoming
unconditional in all respects. The Placing is not conditional on the Open
Offer proceeding or on any minimum take-up under the Open Offer.

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 the New Ordinary Shares and issue the Warrants;

b.    by way of special resolution to approve the Capital Reorganisation;

c.     by way of special resolution to adopt New Articles, required in
connection with the Capital Reorganisation; and

d.    by way of a special resolution to dis-apply statutory pre-emption
rights in respect of the New Ordinary Shares and the 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 Premier Place,
2 & A Half Devonshire Square, London EC2M 4UJ at 10.00 a.m. on 20
October 2022 at which the Resolutions will be proposed. A Circular containing
a Notice of General Meeting is expected to be sent to shareholders on 3
October 2022. 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) .

 

Posting of Circular and Notice of General Meeting

The Company will post a Circular to Shareholders on 3 October 2022, containing
a Notice of General Meeting, proxy form and full details of the Open Offer
including the Open Offer application form. The Circular will also be available
on the Company's website at www.xerostech.com (http://www.xerostech.com) .

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                 2022
 Record Date for entitlements under the Open Offer                               Close of business on 29 Sep
 Announce Launch of the Fundraising                                              30 Sep
 Announce Close of the Fundraising                                               30 Sep
 Ex-entitlement date for the Open Offer                                          8:00 a.m. 3 Oct
 Publication and posting of the Circular, the Form of Proxy and, to Qualifying   3 Oct
 Non-CREST Shareholders only, Application Forms
 Basic Entitlements and Excess Entitlements credited to stock accounts of        4 Oct
 qualifying CREST Shareholders
 Recommended latest time for requesting withdrawal of Basic Entitlements and     4:30 p.m. 13 Oct
 Excess Entitlements from CREST
 Latest time and date for depositing Basic Entitlements and Excess Entitlements  3:00 p.m. 14 Oct
 into CREST

 Latest time and date for splitting of Application Forms (to satisfy bona fide   3:00 p.m. 17 Oct
 market claims only)
 Latest time and date for receipt of Forms of Proxy or electronic proxy          10:00 a.m. 18 Oct
 appointments for use at the General Meeting
 Latest time and date for receipt of completed Application Forms from            11:00 a.m. 19 Oct
 Qualifying Non-CREST Shareholders and payment in full under the Open Offer or
 settlement of relevant CREST instructions (as appropriate)
 Announcement of the results of the Open Offer                                   19 Oct
 General Meeting                                                                 10:00 a.m. 20 Oct
 Announcement of the results of the General Meeting                              20 Oct
 Record Date for the Capital Reorganisation                                      Close of business on 20 Oct
 Admission and commencement of dealings in the New Ordinary Shares on AIM        08:00 a.m. 21 Oct
 New Ordinary Shares in uncertificated form expected to be credited to accounts  21 Oct
 in CREST (uncertificated holders only)
 Expected date of despatch of definitive share certificates for the New          Within 10 business days of Admission
 Ordinary Shares in certificated form (certificated holders only) and
 certificates in respect of the Warrants

 

 Notes

1.     Each of the times and dates set out in the above timetable and
mentioned in this Document is subject to change by the Company (with the
agreement of finnCap), 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.     References to times in this Document are to London time (unless
otherwise stated).

 

 

Enquiries:

 

 Xeros Technology Group plc                                          Tel: 0114 321 6328

 Neil Austin, Chief Executive Officer

 Paul Denney, Chief Financial Officer

 finnCap (Nominated Adviser & Broker)                                Tel: 020 7220 0500

 Julian Blunt / Teddy Whiley / George Dollemore, Corporate Finance

 Andrew Burdis / Sunila de Silva, ECM

 Yellow Jersey PR                                                    Tel: 020 3004 9512

 Sarah Hollins / Lilian Filips / Laurie Gellhorn

The notifications below are made in accordance with the requirements of the EU
regulation on market abuse which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018.

     1.        Details of the person discharging managerial responsibilities/person closely
               associated
 a)       Name:                                 a.    Klaas de Boer

                                                b.    Neil Austin

                                                c.     Paul Denney

                                                d.    Rachel Nooney

     2.        Reason for the notification
     a)        Position/status:                                                  a.    Chairman

                                                                                 b.    Chief Executive Officer

                                                                                 c.     Chief Finance Officer

                                                                                 d.    Non-Executive Director
     b)        Initial notification/Amendment:                                   Initial Notification
     3.        Details of the issuer, emission allowance market participant, auction
               platform, auctioneer or auction monitor
     a)        Name:                                                             Xeros Technology Group plc
     b)        LEI:                                                              2138009F3U39GVY7DG06
     4.        Details of the transaction(s): section to be repeated for (i) each type of
               instrument; (ii) each type of transaction; (iii) each date; and (iv) each
               place where transactions have been conducted
     a)        Description of the financial instrument, type of instrument:      Ordinary shares of 15 pence per share

               Identification code:                                              GB00BMGYBJ57
     b)        Nature of the transaction:                                        Subscription for new shares
     c)        Price(s) and volume(s):                                           Price(s)  Volume(s)
                                                                                 5pence   a.    2,400,000

                                                                                      b.    200,000

                                                                                      c.     200,000

                                                                                      d.    200,000
     d)        Aggregated information:                                           See 4c) above

               ·Aggregated volume:

               ·Price:
     e)        Date of the transaction:                                          30 September 2022
     f)        Place of the transaction:                                         London Stock Exchange, AIM

 

d)

Aggregated information:

·Aggregated volume:

·Price:

See 4c) above

 

 

e)

Date of the transaction:

30 September 2022

 

f)

Place of the transaction:

London Stock Exchange, AIM

 

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