REG - Xeros Tech Grp plc - Result of Fundraising

Xeros TechnologyAnnouncement

07/11/2025 10:15

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RNS Number : 6903G  Xeros Technology Group plc  07 November 2025

 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 18:32 P.M. YESTERDAY.

 

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 18:32 p.m. yesterday (the "Launch
Announcement"), the ABB has closed and the Company has conditionally raised
gross proceeds of approximately £3.0 million, through the successful Placing
and Initial Subscription of 171,847,501 New Ordinary Shares in aggregate at
the Issue Price of 1.75 pence per Ordinary Share.

In addition to the Placing and Initial Subscription, the Company is also
seeking to raise up to an additional £2.0 million by way of the Follow-On
Subscription and is also providing all shareholders with the opportunity to
subscribe for an aggregate of up to £1.0 million by way of the Retail Offer,
both at the Issue Price.

The Placing, Subscriptions and Retail Offer are conditional upon, inter alia,
the passing of the Resolutions at the General Meeting, Admission and upon the
Placing Agreement becoming unconditional in all respects. It is expected that
Admission will occur, and that dealings in the New Ordinary Shares will become
effective on 1 December 2025.

No part of the Placing or Initial Subscription is conditional on the Follow-On
Subscription or Retail Offer proceeding or on any minimum take-up under the
Follow-On Subscription or Retail 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 such New Ordinary Shares and New Ordinary Shares to be issued on
exercise of the Warrants; and

b)    by way of a special resolution to disapply statutory pre-emption
rights in respect of such New Ordinary 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.

 

In order to obtain the necessary shareholder approval, a General Meeting is to
be held at the Company's offices at the offices of Squire Patton Boggs (UK)
LLP at 60 London Wall London EC2M 5TP 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 today. 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/) .

 

A copy of the Company's investor presentation in relation to this Transaction
will be made available on the Company's investor relations website shortly.

Neil Austin, Alex Tristram and Dowgate Capital Limited 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.

Kinetix Corporate Finance LLP, an entity owned and controlled by David
Armfield, Non-Executive Director of the Company, has entered into an agreement
with the Company to provide transaction support to the private placement of
new share capital through the Adjuvo investor network. Kinetix Corporate
Finance LLP will receive a success fee of 1.0 per cent. of any monies received
by the Company in connection with the Subscriptions by Adjuvo investors. The
maximum possible fee that could be payable to Kinetix Corporate Finance LLP is
£37,500, assuming full up take of the Follow-on Subscription and the full
amount of the Retail Offer is taken up by Adjuvo investors. The Directors
(excluding David Armfield) consider, having consulted with Cavendish (the
Company's nominated adviser), that the terms of the agreement with Kinetix
Corporate Finance LLP are fair and reasonable insofar as the Company's
shareholders are concerned.

 

 

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 / 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

 

 

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