TIDMXPP
RNS Number : 5616S
XP Power Limited
07 November 2023
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 AS DEFINED FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU NO.
596/2014), AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED.
7 November 2023
XP Power Limited
('XP Power', the 'Group' or the 'Company')
Results of Fundraise and PDMR Shareholdings
XP Power is pleased to announce the successful completion of the
placing of new ordinary shares ("Ordinary Shares") in the capital
of the Company (the "Placing Shares") announced yesterday (the
"Placing"), as well as the concurrent offer made by the Company for
retail investors to subscribe for new Ordinary Shares via the
PrimaryBid platform (the "Retail Offer").
A total of 3,816,524 Placing Shares have been placed by Investec
Bank plc ("Investec"), the sole bookrunner, at a price of 1150
pence per Placing Share (the "Placing Price"), raising gross
proceeds of GBP43.9 million for the Company. The Placing Price of
1150 pence per share represents a premium of approximately 11.0 per
cent. to the closing middle market share price of 1036 pence per
share on 6 November 2023.
A total of 130,434 new Ordinary Shares have been subscribed for
in the Retail Offer at the Placing Price (the "Retail Offer
Shares"), raising gross proceeds of approximately GBP1.5 million
for the Company.
In aggregate, the Placing Shares and the Retail Offer Shares
(together, the "Offer Shares") represent approximately 19.99 per
cent. of the existing issued share capital of the Company.
Applications have been made for the Offer Shares to be admitted
to the premium listing segment 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
Offer Shares and Admission will take place at 8.00 a.m. (London
time) on 9 November 2023, and that dealings in the Offer Shares
will commence at that time. The Offer 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. The Retail Offer is conditional on
the completion of the Placing.
Total voting rights
Following Admission, the Company will have 23,689,254 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
23,681,754. 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.
Directors' and PDMRs' participation in the Fundraise
As part of the Fundraise, certain Directors, associated persons
and senior management team have agreed to subscribe for an
aggregate of 37,777 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:
Name Title Number Number of Value of Resulting
of Existing Offer Shares Offer Shares shareholding
Ordinary agreed to agreed to following
Shares be subscribed be subscribed Admission
for for
Jamie Pike Chairman 3,838 8,695 GBP99,993 12,533
------------------ ------------ -------------- -------------- -------------
Chief Executive
Gavin Griggs Officer 8,252 4,347 GBP49,991 12,599
------------------ ------------ -------------- -------------- -------------
Chief Financial
Matt Webb Officer - 12,173 GBP139,990 12,173
------------------ ------------ -------------- -------------- -------------
Polly Williams Non-Executive - 4,347 GBP49,991 4,347
------------------ ------------ -------------- -------------- -------------
Sandra Breene* Non-Executive - 2,391 GBP27,497 2,391
------------------ ------------ -------------- -------------- -------------
Pauline Lafferty* Non-Executive - 1,739 GBP19,999 1,739
------------------ ------------ -------------- -------------- -------------
* Including their associated persons
Capitalised terms used in this announcement have the meanings
given to them in the Placing Announcement released yesterday,
unless the context provides otherwise.
Enquiries:
XP Power
Gavin Griggs, Chief Executive
Officer
Matt Webb, Chief Financial
Officer +44 (0)118 984 5515
Investec Bank plc
Sole Broker and Bookrunner
to XP Power
Carlton Nelson
Patrick Robb
Cameron MacRitchie +44 (0) 20 7597 5970
Rothschild & Co
Financial Adviser to XP Power
Ravi Gupta
Aadeesh Aggarwal
Shannon Nicholls +44 (0)20 7280 5000
Citigate Dewe Rogerson
Kevin Smith / Lucy Gibbs +44 (0)20 7638 9571
Pre-Emption Group Reporting
The Placing is 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 In aggregate, the Fundraise of 3,946,958 Offer
details Shares (comprising 3,816,524 Placing Shares
and 130,434 Retail Offer Shares) represents
approximately 19.99% 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 9 November 2023.
--------------------------------------------------------
Use of proceeds The net proceeds of the Fundraise will be used
to reduce net debt, improve the Group's liquidity
position, refinance capital investments and
continue to invest in key areas including R&D.
In accordance with the Company's existing shareholder
authorities, the net proceeds received by the
Company from the issue of Placing Shares of
more than 10 per cent. of the Company's existing
issued share capital will be applied to partially
refinance the capital investments made in the
last six months to relocate the Company's two
key US sites.
--------------------------------------------------------
Quantum of In aggregate, the Fundraise raised gross proceeds
proceeds of approximately GBP45.4 million and net proceeds
of approximately GBP44.2 million.
--------------------------------------------------------
Discount The Placing Price represents a premium of approximately
11.0 per cent. to the closing middle market
price on 6 November 2023, being the last practicable
day prior to the publication of this announcement.
--------------------------------------------------------
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 Investec as Sole Bookrunner undertook a pre-launch
wall-crossing process, 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 130,434 Retail Offer Shares, via
the PrimaryBid platform, alongside the Placing.
Retail investors, who participated in the Retail
Offer, were able to do so at the same Placing
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
PrimaryBid's platform via its partner network
(covering 60+ FCA registered intermediaries)
and through PrimaryBid's free-to-use direct
channel. Investors had the ability to participate
in this transaction through ISAs and SIPPs,
as well as General Investment Accounts (GIAs).
This combination of participation routes meant
that, to the extent practicable on the transaction
timetable, eligible UK retail investors had
the opportunity to participate alongside institutional
investors.
Allocations in the Retail Offer were preferentially
directed towards existing shareholders in keeping
with the principle of soft pre-emption.
--------------------------------------------------------
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. Sandra Breene
6. Alan Lamplough
7. Joshua Breene
8. Glen Daly
-------------------------------------- -----------------------------------------
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. PCA - husband of Sandra Breene NED
7. PCA - son of Sandra Breene NED
8. PCA - husband of Pauline Lafferty
NED
-------------------------------------- -----------------------------------------
(b) Initial notification/ Initial notification
Amendment
-------------------------------------- -----------------------------------------
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 Ordinary shares of 1 pence each
the Financial
Instrument
-------------------------------------- -----------------------------------------
(b) Identification SG9999003735
code of the Financial
Instrument
-------------------------------------- -----------------------------------------
(c) Nature of the Purchase of shares
transaction
-------------------------------------- -----------------------------------------
(d) Price(s) and volume(s) Price(s) Volume(s)
------------------- --------------------
1. 1150p 1. 8,695
2. 1150p 2. 4,347
3. 1150p 3. 12,173
4. 1150p 4. 4,347
5. 1150p 5. 1,305
6. 1150p 6. 869
7. 1150p 7. 217
8. 1150p 8. 1,739
------------------- --------------------
(e) Aggregated information
* Aggregated volume 33,692 shares
1150 pence
- Price
-------------------------------------- -----------------------------------------
(f) Date of the transaction 6 November 2023
-------------------------------------- -----------------------------------------
(g) Place of the transaction London Stock Exchange
-------------------------------------- -----------------------------------------
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, 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 (as amended) (the "EU Prospectus Regulation") or the EU
Prospectus Regulation as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 (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 Financial Conduct
Authority (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 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 (such persons, "Accredited Investors").
Members of the public are not eligible to take part in the
Placing. This announcement is directed at and is only being
distributed to: (a) if in a member state of the European Economic
Area (the "EEA"), qualified investors ("Qualified Investors")
within the meaning of Article 2(e) of the EU Prospectus Regulation;
(b) if in the United Kingdom, qualified investors within the
meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating
to investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2)(a) to (d) of the Order ("UK Qualified
Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant
Persons").
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
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.
This information is provided by RNS, the news service of the
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END
MSCFQLLBXFLBFBQ
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November 07, 2023 02:00 ET (07:00 GMT)
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