REG - Xeros Tech Grp plc - Result of Fundraising

Xeros TechnologyAnnouncement

04/04/2024 18:30

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RNS Number : 4079J  Xeros Technology Group plc  04 April 2024

 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, NEW ZEALAND, 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, NEW ZEALAND, 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"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

 

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN
THE COMPANY'S ANNOUNCEMENT RELEASED AT 4:40 P.M. TODAY.

 

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 4:40 p.m. today (the "Launch
Announcement"), the ABB has closed and the Company has conditionally raised
gross proceeds of approximately £4.55 million, through the successful Placing
(comprising the Firm Placing and the Conditional Placing) and Subscription of
303,688,231 New Ordinary Shares in aggregate at the Issue Price of 1.5 pence
per Ordinary Share.

In addition to the Placing and Subscription, the Company is providing all
shareholders with the opportunity to subscribe for an aggregate of up to
66,666,666 Retail Offer Shares at the Issue Price, to raise up to
approximately £1.0 million.

The Firm Placing is not conditional on the passing of the Resolutions at the
General Meeting though is conditional on First Admission and upon the Placing
Agreement not being terminated prior to First Admission. It is expected that
First Admission will occur, and that dealings in the Firm Placing Shares will
become effective on 5 April 2024.

The Conditional Placing, Subscription and Retail Offer are conditional upon,
inter alia, the passing of the Resolutions at the General Meeting, Second
Admission and upon the Placing Agreement becoming unconditional in all
respects.  It is expected that Second Admission will occur, and that dealings
in the Conditional Placing Shares, the Subscription Shares and the Retail
Offer Shares will become effective on 26 April 2024.

No part of the Placing or Subscription is conditional on the Retail Offer
proceeding or on any minimum take-up under the Retail Offer.

The Placing is intended to be effected in two tranches as follows:

 

·      15,098,290 Firm Placing Shares expected to be admitted to trading
on AIM on 5 April 2024; and

 

·      355,256,607 Conditional Placing Shares, conditional, inter alia,
on the passing of the Resolutions at the General Meeting, expected to be
admitted to trading on AIM on 26 April 2024.

 

General Meeting and Shareholder Approval

 

For the Second Admission 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 Second Admission Shares; and

b)    by way of a special resolution to disapply statutory pre-emption
rights in respect of such Second Admission Shares.

 

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. The Firm Placing Shares have been allotted and issued
under the Company's existing general shareholder authorities.

 

In order to obtain the necessary shareholder approval, a General Meeting is to
be held at the Company's offices at Unit 2 Evolution Advanced Manufacturing
Park, Whittle Way, Catcliffe, Rotherham S60 5BL, United Kingdom at 11:00
a.m. on 25 April 2024 at which the Resolutions will be proposed. A Circular
containing a notice of General Meeting is expected to be sent to shareholders
on 8 April 2024. 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/) .

 

 

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 0570

 Julian Blunt / Teddy Whiley / George Dollemore, Corporate Finance

 Andrew Burdis / Sunila de Silva, ECM

 Belvedere PR                                                        xeros@belvederepr.com

 Cat Valentine                                                       Mob: 07715 769 078

 Keeley Clarke                                                       Mob: 07967 816 525

 

 

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