REG-XP Power Ltd: Results of Retail Offer and Total Voting Rights

XP PowerAnnouncement

04/03/2025 13:45

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 Retail Offer and Total Voting Rights

XP Power is pleased to announce the successful completion of the offer of new
ordinary shares in the capital of the Company ("Ordinary Shares") to retail
investors via the RetailBook platform announced earlier today (the "Retail
Offer").

 

A total of 97,860 Retail Offer Shares have been placed at a price of 975
pence per Retail Offer Share (the "Offer Price"), raising gross proceeds of
£1 million for the Company. The Offer Price of 975 pence per share
represents a discount of approximately 5.2 per cent. to the closing price on
3 March 2025.

 

In aggregate, the Placing and Retail Offer raised gross proceeds of £41
million and the Placing Shares and Retail Offer Shares represent 17.7 per
cent. of the existing issued share capital of the Company.

 

Admission and Settlement

 

Applications have been made for the Retail Offer Shares to be admitted to the
equity shares (commercial companies) category of the Official List of the
Financial Conduct Authority and to trading on the main market for listed
securities of London Stock Exchange plc (together, "Admission"). It is
expected that Admission will take place at 8.00 a.m. (London time) on 6 March
2025, and dealings in the Retail Offer Shares will commence at that time. The
Retail Offer Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued Ordinary Shares. This
includes the right to receive all dividends and other distributions declared
or paid in respect of such Ordinary Shares after the date of issue of the new
Ordinary Shares.

 

The Retail Offer is conditional upon, amongst other things, Admission becoming
effective and the completion of the Placing.

 

Total voting rights

 

Following completion of the Retail Offer and Placing at Admission, the Company
will have 27,939,678 Ordinary Shares in issue of which 7,500 Ordinary Shares
are held in treasury. Therefore, the Company hereby confirms that, following
Admission, the total number of voting rights in the Company will be
27,932,178. This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA’s
Disclosure Guidance and Transparency Rules.

 

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                            
 Citigate Dewe Rogerson                    +44 (0)20 7638 9571  
  Kevin Smith / Lucy Gibbs                                      

 

Pre-Emption Group Reporting

The Fundraise was a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of Issuer       XP Power Limited                                                                                                                                                                                                                                                
 Transaction details  In aggregate, the Fundraise of 4,200,424 Offer Shares (comprising 4,102,564 Placing Shares and 97,860 Retail Offer Shares) represents approximately 17.7% of the Company's issued ordinary share capital. Settlement for the Offer Shares and Admission are     
                      expected to take place on or before 8.00 a.m. on 6 March 2025.                                                                                                                                                                                                  
 Use of proceeds      It is intended that the net proceeds of the Fundraise will be used to strengthen the balance sheet, providing additional financial flexibility, and complete the build and fit out of the Group’s Malaysia facility. In accordance with the existing shareholder 
                      authorities, any net proceeds received by the Company from the issue of Offer Shares of more than 10 per cent. of the Company’s existing issued share capital will be applied to the Group’s Malaysia facility.                                                 
 Quantum of proceeds  In aggregate, the Fundraise raised gross proceeds of approximately £41 million and net proceeds of approximately £40.1 million.                                                                                                                                 
 Discount             The Offer Price represents a discount of approximately 5.2 per cent. to the closing price on 3 March 2025, being the last practicable day prior to the launch of the Fundraise.                                                                                 
 Allocations          Soft pre-emption has been adhered to in the allocations process for the Placing. Management was involved in the allocations process, which has been carried out in compliance with the MiFID II Allocation requirements. Allocations made outside of soft pre   
                      -emption were preferentially directed towards existing shareholders in excess of their pro rata interests, and wall-crossed accounts .                                                                                                                          
 Consultation         A pre-launch wall-crossing process was undertaken, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.                                                                                                   
 Retail Investors     The Fundraise included the Retail Offer, for a total of 97,680 Retail Offer Shares, via the RetailBook platform, alongside the Placing. Retail investors, who participated in the Retail Offer, were able to do so at the same Offer Price as all other         
                      investors participating in the Fundraise.  The Retail Offer was made available to existing shareholders and new retail investors in the UK. Investors were able to participate through the RetailBook platform.  Allocations in the Retail Offer were           
                      preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption.                                                                                                                                                        

 

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 Retail Offer Shares is being made
in any such jurisdiction.

No action has been taken by the Company, or any of its respective affiliates,
or any person acting on its or their behalf that would permit an offer of the
Retail Offer Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such Retail Offer 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.

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.

This announcement has been issued by and is the sole responsibility of the
Company.

This announcement does not constitute a recommendation concerning any
investor’s investment decision with respect to the Retail Offer. 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 Retail Offer 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 Retail Offer 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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer 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.

 



Copyright (c) 2025 PR Newswire Association,LLC. All Rights Reserved