REG-XP Power Ltd: Administrative rectification of subsidiary dividends

XP PowerAnnouncement

13/05/2022 08:15

13 May 2022

XP Power Limited (the "Company")

Administrative rectification of subsidiary dividends

The Company announces that its wholly-owned subsidiary, XP Power plc, has
undertaken certain actions to rectify the payment of certain historic
intra-group dividends paid by it to the Company (the “Relevant
Distributions”) resulting in certain technical breaches of the Companies Act
2006.

The Company is aware that certain dividend payments in the period between 2012
and 2021 (the “Period”), had been paid by XP Power plc to its parent
company, XP Power Limited. Whilst the respective interim financial accounts
had been compiled and reviewed by the Board and showed sufficient
distributable profits to justify the Relevant Distributions, they were not
filed at Companies House, resulting in a technical breach of the Companies Act
2006. In each impacted year during the Period, the Company confirms that
sufficient distributable reserves were available in XP Power Limited for
onward distribution to shareholders without relying on the Relevant
Distributions.

Consequently, the Company, as XP Power plc’s sole shareholder, has passed
certain resolutions to ratify and confirm the payment of the Relevant
Distributions and approve the appropriation of distributable reserves of XP
Power plc in respect of the Relevant Distributions and the entry by XP Power
plc into deeds of release to:

 (i)   waive any and all claims which it has, or may have, in respect of the payment of the Relevant Distributions against the Company, as its sole shareholder and recipient of the Relevant Distributions (the “Shareholder Deed of Release”); and      
 (ii)  waive any and all claims which it has, or may have, in respect of the payment of the Relevant Distributions against certain current and former directors of XP Power plc (the “Director Deed of Release”).                                         

As certain current and former directors of XP Power plc who are beneficiaries
of the Director Deed of Release are ‘related parties’ of the Company for
the purposes of Listing Rule 11.1.4R, the entry into the Director Deed of
Release (for no consideration) by XP Power plc, in respect of dividend
payments amounting to an aggregate of £2.8 million, constitutes a 'smaller
related party transaction' for the purposes of Listing Rule 11.1.10R.

-Ends-

Enquiries:

XP Power

Gavin Griggs, Chief Executive
Officer                       +44 (0)118 976 5155

Oskar Zahn, Chief Financial
Officer                           +44 (0)118 976
5155

Citigate Dewe Rogerson

Kevin Smith/Jos Bieneman          
                               +44 (0)207 638
9571



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