REG-XP Power Ltd: Rejection of unsolicited approach

XP PowerAnnouncement

21/05/2024 09:30

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

21 May 2024

 

XP POWER LIMITED (XP or the "Company")

 

Rejection of unsolicited approach

 

The board of XP Power Limited (the "Board") notes the recent announcement by
Advanced Energy Industries Inc. (the "Advanced Energy") and confirms that it
has received a series of highly conditional, opportunistic, indicative
proposals from Advanced Energy.

 

The most recent proposal from Advanced Energy was at 1,950 pence per share and
was received on 7 May 2024 for the entire issued and to be issued ordinary
share capital of the Company (the "Indicative Proposal"). The Board considered
the Indicative Proposal carefully, together with its financial adviser,
Rothschild & Co, and unanimously concluded that the Indicative Proposal
fundamentally undervalues the Company and its prospects. Accordingly, the
Board unanimously rejected the Indicative Proposal on 13 May 2024.

 

The Board notes that trading for 2024 has been in line with its expectations.

 

The Company's shareholders are strongly advised to take no action in relation
to the Indicative Proposal.

 

There can be no certainty either that an offer will be made nor as to the
terms of any offer, if made. A further announcement will be made when
appropriate.

 

Additional information

 

Any offer for the Company would not be subject to the jurisdiction of the UK
Panel on Takeovers and Mergers which administers the City Code on Takeovers
and Mergers.

 

The Company notes the statement by Advanced Energy that in consultation with
the Council, Advanced Energy has undertaken to, by not later than 5.00 pm
(London time) on June 18, 2024, to announce a firm intention to make an offer
for the shares of XP in accordance with Rule 3.5 of the Singapore Takeover
Code or announce that it does not intend to make an offer. This deadline can
be extended with the consent of the Council, at the request of XP, taking into
account all relevant factors, including (a) the status of negotiations between
Advanced Energy and XP, and (b) the anticipated timetable for their
completion.

 

In the event that Advanced Energy announces that it does not intend to make an
offer for XP, Advanced Energy and any person acting in concert with it will be
prevented from announcing an offer or possible offer for XP or taking certain
other action for six months from the date of such announcement, except in the
circumstances permitted by Note 1 on Rule 33.1 of the Singapore Takeover Code
and specified in the announcement.

A copy of this announcement will be made available at
https://www.xppower.com/resources?types=press_releases. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No.596/2014 ("MAR"). Upon the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

 

Enquiries

 

 XP Power Limited Chris Dyett                                                                                                                         +44 (0)7974 974 690                                                 
 Rothschild & Co Ravi Gupta Aadeesh Aggarwal  Investec Carlton Nelson Patrick Robb Cameron MacRitchie  Citigate Dewe Rogerson Kevin Smith Lucy Gibbs  +44 (0)20 7280 5000    +44 (0)20 7597 5970     +44 (0)20 7638 9571  

 

Further Information

 

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for the Company and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.

 

Investec, which is authorised by the Prudential Regulation Authority (the
"PRA") and regulated by the Financial Conduct Authority and PRA in the United
Kingdom, is acting exclusively as lead financial adviser to the Company and
for no one else in connection with the subject matter of this announcement and
will not be responsible to any person other than the Company for providing the
protections afforded to clients of Investec, nor for providing advice in
relation to the subject matter of this announcement, the content of this
announcement or any matter referred to in this announcement. Neither Investec
nor any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Investec in connection with this announcement, any statement
contained herein or otherwise.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

The directors of the Company (including those who may have delegated detailed
supervision of this announcement) ("Directors") have taken all reasonable care
to ensure that the facts stated and all opinions expressed in this
announcement are fair and accurate and that no material facts have been
omitted from this announcement, and they jointly and severally accept
responsibility accordingly. Where any information has been extracted or
reproduced from published or otherwise publicly available sources, the sole
responsibility of the Directors has been to ensure, through reasonable
enquiries, that such information has been accurately extracted from such
sources or, as the case may be, reflected or reproduced in this announcement.

 

Summary of Disclosure Requirements under the Singapore Takeover Code

 

Dealings by investors

 

Rule 8 of the UK Takeover Code does not apply to the Company, and the
Singapore Code on Take-overs and Mergers (the "Singapore Takeover Code") does
not require investors to make public disclosures of their positions or
dealings in relevant securities of the parties to an offer, except dealings by
parties to an offer or their associates. However, as the Company is admitted
to trading on a regulated market in the United Kingdom, the vote holder and
issuer notification rules set out in Chapter 5 of the Disclosure Guidance and
Transparency Rules ("DTRs") apply to the Company, and will continue to apply
to it irrespective of the commencement or duration of the offer period under
the Singapore Takeover Code. Any person who is in doubt of his or her
obligations under the DTRs is advised to obtain appropriate legal advice.

 

For the avoidance of doubt, as the Company is not listed on the Official List
of the Singapore Exchange Securities Trading Limited, the provisions of the
Securities and Futures Act, Chapter 289 of Singapore relating to disclosure of
interests in securities do not apply to the Company.

 

Dealings by parties to an offer

 

Pursuant to Rule 12 of the Singapore Takeover Code, dealings in relevant
securities of an offeree company during an offer period must be:

 

(i)                   publicly disclosed, if the dealing is
by an offeror, the offeree company or any of their associates for their own
accounts or for the account of their discretionary clients (see Rule 12.1 of
the Singapore Takeover Code); and

 

(ii)                 privately disclosed to the Securities
Industry Council of Singapore ("SIC"), if the dealing is by an offeror, the
offeree company or any of their associates for the account of
non-discretionary investment clients (other than the offeror, the offeree
company and any of their associates) (see Rule 12.2 of the Singapore Takeover
Code).

 

Where an offeror, the offeree company or any of their associates deal in
relevant securities of an offeree company during an offer period only as
brokerage agents for investment clients and not as principal, such dealings do
not need to be disclosed, whether publicly or privately to the SIC (see Rule
12.3 of the Singapore Takeover Code).

 

Any disclosure of dealings which is required to be made pursuant to Rule 12
must be made no later than 12 noon on the dealing day following the date of
the relevant dealing (see Note 4 on Rule 12 of the Singapore Takeover Code).

 

Any public disclosure of dealings in relevant securities must be made in
writing via a Regulatory Information Service  and to the SIC (see Note 5(a)
on Rule 12 of the Singapore Takeover Code).

 

A private disclosure of dealings in relevant securities must be made in
writing to the SIC. The SIC has the right under the Singapore Takeover Code to
make public such information when circumstances warrant it (see Note 5(b) on
Rule 12 of the Singapore Takeover Code).

 

General

 

Further information on the Singapore Takeover Code is available on, and a copy
of the Singapore Takeover Code is available for download from, the website of
the SIC at www.mas.gov.sg/sic. Any person who is in any doubt about his or her
obligations under the Singapore Takeover Code is advised to consult his or her
professional advisers immediately.

 

 

 



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