REG-XP Power Ltd: Results of Placing and PDMR Shareholdings
04/03/2025 10:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE
OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
4 March 2025
XP Power Limited
("XP Power", the "Company" and together with its subsidiary undertakings, the
"Group")
Results of Placing and PDMR Shareholdings
XP Power is pleased to announce the successful completion of the placing of
new ordinary shares in the capital of the Company ("Ordinary Shares")
announced earlier today (the "Placing").
A total of 4,102,564 Placing Shares, representing approximately 17.3 per cent.
of the existing issued share capital of the Company, have been placed at a
price of 975 pence per Placing Share (the "Placing Price"), raising gross
proceeds of £40 million for the Company. The Placing Price of 975 pence per
share represents a discount of approximately 5.2 per cent. to the closing
price on 3 March 2025. Investec Bank plc ("Investec") acted as sole bookrunner
to the Company in connection with the Placing.
A separate announcement will be made later today regarding the results of the
Retail Offer and containing details of the total voting rights in the Company
and the Pre-Emption Group post-transaction reporting.
Admission and Settlement
Applications have been made for the Placing Shares to be admitted to the
equity shares (commercial companies) category of the Official List of the
Financial Conduct Authority and to be admitted to trading on the main market
for listed securities of London Stock Exchange plc (together, "Admission"). It
is expected that settlement for the Placing Shares and Admission will take
place at 8.00 a.m. (London time) on 6 March 2025, and that dealings in the
Placing Shares will commence at that time. The Placing Shares, when issued,
will be fully paid and will rank pari passu in all respects with the
existing issued Ordinary Shares of the Company, including, without limitation,
the right to receive all dividends and other distributions declared, made or
paid in respect of the existing issued Ordinary Shares after Admission.
The Placing is conditional upon, amongst other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms.
Direct Subscription
For administrative purposes only, an institutional investor has agreed to
subscribe for 1,651,282 Placing Shares (the "Direct Subscription Shares")
directly from the Company, for a total amount of £16.1 million. The Direct
Subscription Shares comprise part of the Placing but are not settlement
underwritten.
Directors' and PDMRs' participation in the Placing
As part of the Placing, certain Directors, associated persons and senior
management have agreed to subscribe for an aggregate of 19,542 Offer Shares at
the Placing Price. Details of the Offer Shares for which the Directors and
their associated persons have agreed to subscribe are displayed below:
Director and PDMR Number of Ordinary Shares held before the Placing Number of Offer Shares being subscribed for Resultant shareholding following the Placing
Jamie Pike - Chair of the Board 12,533 5,128 17,661
Gavin Griggs - Chief Executive Officer 16,904 3,077 19,981
Matt Webb - Chief Financial Officer 12,173 4,139 16,312
Andy Sng - Executive Director 34,323 0 34,323
Polly Williams - Senior Independent Director 4,347 652 4,999
Pauline Lafferty* - Non-Executive Director 1,739 261 2,000
Sandra Breene* - Non-Executive Director 2,391 1,157 3,548
Amina Hamidi - Non-Executive Director 0 2,051 2,051
Daniel Shook - Non-Executive Director 0 3,077 3,077
Total 84,410 19,542 103,952
* Holdings includes that of Closely Associated Persons
Capitalised terms used in this announcement have the meanings given to them in
the Placing Announcement released earlier today, unless the context provides
otherwise.
Enquiries:
XP Power +44 (0)118 984 5515
Gavin Griggs, Chief Executive Officer
Matt Webb, Chief Financial Officer
Investec Bank plc +44 (0) 20 7597 5970
Sole Broker, Sole Bookrunner and Joint Financial Adviser to XP Power
Carlton Nelson / Patrick Robb (Corporate Broking)
Duncan Smith / Ben Griffiths (ECM)
Rothschild & Co Joint Financial Adviser to XP Power Ravi Gupta Aadeesh Aggarwal +44 (0)20 7280 5000
Citigate Dewe Rogerson +44 (0)20 7638 9571
Kevin Smith / Lucy Gibbs
DIRECTOR / PDMR SHAREHOLDINGS
1. Details of the person discharging managerial responsibilities/person closely associated
(a) Name 1. Jamie Pike
2. Gavin Griggs
3. Matt Webb
4. Polly Williams
5. Pauline Lafferty
6. Sandra Breene
7. Alan Lamplough
8. Amina Hamidi
9. Daniel Shook
2. Reason for the notification
(a) Position/status 1. Chairman
2. Chief Executive Officer
3. Chief Financial Officer
4. Senior Independent Director
5. Non-Executive Director
6. Non-Executive Director
7. PCA – husband of Sandra Breene NED
8. Non-Executive Director
9. Non-Executive Director
(b) Initial notification/ Amendment Initial notification
3. Details of the issuer
(a) Name XP Power Limited
(b) LEI 213800I7RWQ3FV72EZ26
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a) Description of the Financial Instrument Ordinary shares of 1 pence each
(b) Identification code of the Financial Instrument SG9999003735
(c) Nature of the transaction Purchase of shares
(d) Price(s) and volume(s) Price(s) Volume(s)
1. 975p 1. 5,128
2. 975p 2. 3,077
3. 975p 3. 4,139
4. 975p 4. 652
5. 975p 5. 261
6. 975p 6. 1,026
7. 975p 7. 131
8. 975p 8. 2,051
9. 975p 9. 3,077
(e) Aggregated information - Aggregated volume - Price 19,542 shares 975 pence
(f) Date of the transaction 04 March 2024
(g) Place of the transaction London Stock Exchange
IMPORTANT NOTICES
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE “UNITED STATES”), AUSTRALIA,
CANADA, JAPAN, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan, Singapore or South Africa or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
No action has been taken by the Company, Investec or any of their respective
affiliates, or any person acting on its or their behalf that would permit an
offer of the Placing Shares or possession or distribution of this announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and Investec to
inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (the “EU Prospectus Regulation”) or
assimilated Regulation (EU) No 217/1129 as it forms part of the law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018 as
amended (the “UK Prospectus Regulation”)) to be published. Persons needing
advice should consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the “Securities Act”), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from
the registration requirements of the Securities Act and in compliance with the
securities laws of any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares will be offered and sold only (i) outside of
the United States in “offshore transactions” (as such term is defined in
Regulation S under the Securities Act (“Regulation S”)) pursuant to
Regulation S and otherwise in accordance with applicable laws; and (ii) in the
United States to persons that are “qualified institutional buyers” (as
defined in Rule 144A under the Securities Act) (“QIBs”) and that have
delivered to the Company and Investec an Investor Representation Letter
substantially in the form provided to it, in each case, pursuant to an
exemption from registration under the Securities Act. No public offering of
the Securities will be made in the United States or elsewhere.
This announcement has not been approved by the FCA or the London Stock
Exchange.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
The offer and sale of the Placing Shares in Canada is being made on a private
placement basis only pursuant to an exemption from the requirement that the
Company prepares and files a prospectus under applicable Canadian securities
laws. No prospectus has been or will be filed with any securities commission
or other securities regulatory authority in any jurisdiction in Canada in
connection with the offer or sale of the Placing Shares. In Canada, this
announcement is only directed at and is only being distributed to persons in
or resident in the Province of Alberta, British Columbia, Ontario or Quebec
purchasing, or deemed to be purchasing, as principal that are accredited
investors as defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or section 73.3(1) of the Securities Act (Ontario), as applicable,
that are not created or used solely to purchase or hold the Placing Shares as
an accredited investor under NI 45-106, and that are "permitted clients" as
defined section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.
The relevant clearances have not been, nor will they be, obtained from and no
prospectus has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Japan or South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Japan or South Africa or any other
jurisdiction in which such activities would be unlawful.
Certain statements contained in this announcement constitute
“forward-looking statements” with respect to the financial condition,
results of operations and businesses and plans of the Company and its
subsidiaries (the “Group”). Words such as “believes”,
“anticipates”, “estimates”, “expects”, “intends”, “plans”,
“aims”, “potential”, “will”, “would”, “could”,
“considered”, “likely”, “estimate” and variations of these words
and similar future or conditional expressions, are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon future circumstances that have
not occurred. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group’s actual
financial condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or implied by
these forward-looking statements. No representation or warranty is made as to
the achievement or reasonableness of, and no reliance should be placed on,
such forward-looking statements. No statement in this announcement is intended
to be, nor may be construed as, a profit forecast or be relied upon as a guide
to future performance. The forward-looking statements contained in this
announcement speak only as of the date of this announcement. The Company, its
directors, Investec, Rothschild & Co and their respective affiliates and any
person acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the FCA or the London Stock
Exchange.
Investec Bank plc (“IBP”) is authorised by the Prudential Regulation
Authority (the “PRA”) and regulated in the United Kingdom by the PRA and
the FCA. Investec Europe Limited (trading as Investec Europe) (“IEL”),
acting as agent on behalf of IBP in certain jurisdictions in the EEA (IBP and
IEL together, “Investec”), is regulated in Ireland by the Central Bank of
Ireland. Investec is acting exclusively for the Company and no one else in
connection with the Placing, the contents of this announcement or any other
matters described in this announcement. Investec will not regard any other
person as its client in relation to the Placing, the content of this
announcement or any other matters described in this announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Placing, the content of this announcement
or any other matters referred to in this announcement.
N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised
and regulated by the FCA, 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.
This announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Investec, Rothschild & Co nor by any of their respective
affiliates or any person acting on its or their behalf as to, or in relation
to, the accuracy or completeness of this announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not constitute a recommendation concerning any
investor’s investment decision with respect to the Placing. Any indication
in this announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of Placing Shares will be made pursuant to an exemption under the
UK Prospectus Regulation or the EU Prospectus Regulation from the requirement
to produce a prospectus. This announcement is being distributed and
communicated to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act, 2000, as amended does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.
Neither the content of the Company’s website (or any other website) nor the
content of any website accessible from hyperlinks on the Company’s website
(or any other website) is incorporated into or forms part of this
announcement.
This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
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