REG - XP Factory PLC - Issue of Equity and Total Voting Rights

XP FactoryAnnouncement

23/06/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230623:nRSW6728Da&default-theme=true

RNS Number : 6728D  XP Factory PLC  23 June 2023

23 June 2023

 

XP Factory plc (AIM: XPF)

 

("XP Factory" or the "Company")

 

Issue of Ordinary Shares

and

Total Voting Rights

 

Issue of Ordinary Shares

XP Factory plc, one of the UK's pre-eminent experiential leisure businesses,
announces the issue of ordinary shares in relation to the deferred earn-out
consideration for the acquisition of Boom Battle Bars, as described in the
Company's announcement on 3 November 2021 (the "Acquisition Announcement").

On 3 November 2021, the Company announced the proposed acquisition of Boom
Battle Bars from MFT Capital  Ltd for a total consideration of £17.38
million, consisting of an initial cash consideration of £9.88 million and
deferred consideration to be satisfied through the issue of up to 25,000,000
Consideration Shares payable subject to an earn-out based on the performance
of Boom Battle Bars in the financial year ending 31 December 2022 meeting a
combination of turnover and site roll-out targets. The number of Consideration
Shares to be issued is subject to a sliding scale based on the extent to which
the targets are met. Further details in relation to these targets are set out
in the Acquisition Announcement.

The Company is pleased to announce that substantially all the conditions
required to achieve the earn-out were achieved resulting in the issue of
23,924,420 Consideration Shares to MFT Capital, representing 95.7% of the
maximum payout.

Application has been made to the London Stock Exchange for 23,924,420 new
Ordinary Shares to be admitted to trading on AIM. It is anticipated that the
new Ordinary Shares, which will rank pari passu in all respects with the
existing Ordinary Shares, will be admitted to trading on AIM at 8.00 a.m. on
26 June 2023 ("Admission").

Total Voting Rights

Following Admission, the Company's issued share capital will comprise
174,557,600 Ordinary Shares with voting rights.  Shareholders should use
this figure as the denominator for the calculations by which they determine if
they are required to notify their interest in, or a change to their interest
in, the share capital of the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules. The Company does not hold any
shares in treasury.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meaning as in the Acquisition Announcement.

Enquiries:

 

 XP Factory Plc                                                          +44 (0) 20 7846 3322

 https://www.xpfactory.com/ (https://www.xpfactory.com/)

 Richard Harpham (Chief Executive Officer)

 Graham Bird (Chief Financial Officer)

 Kam Bansil (Investor Relations)

 Singer Capital Markets - NOMAD and Broker                               +44 (0) 20 7496 3000

 https://www.singercm.com/ (https://www.singercm.com/)

 Peter Steel

 Alaina Wong

 James Fischer

 IFC Advisory - Financial PR                                             +44 (0) 20 3934 6630

 https://www.investor-focus.co.uk/ (https://www.investor-focus.co.uk/)

 Graham Herring

 Florence Chandler

 

Notes to Editors:

About XP Factory plc

 

The XP Factory Group is one of the UK's pre-eminent experiential leisure
businesses which currently operates two fast growing leisure brands.

 

Escape Hunt is a global leader in providing escape-the-room experiences
delivered through a network of owner-operated sites in the UK, an
international network of franchised outlets in five continents, and through
digitally delivered games which can be played remotely.

 

Boom Battle Bar is a fast-growing network of owner-operated and franchise
sites in the UK that combine competitive socialising activities with themed
cocktails, drinks and street food in a high energy, fun setting.  Activities
include a range of games such as augmented reality darts, Bavarian axe
throwing, 'crazier golf', shuffleboard and others.

 

The Group's products enjoy premium customer ratings and cater for leisure or
teambuilding, in small groups or large, and are suitable for consumers,
businesses and other organisations. The Company has a strategy to expand the
network in the UK and internationally, creating high quality games and
experiences delivered through multiple formats and which can incorporate
branded IP content. (https://xpfactory.com/ (https://xpfactory.com/) )

 

 

 

 

 

 

 

 

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  MSCSEEEDEEDSEDM