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 AMENDED.
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 £43.9 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 £1.5 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 of Existing Ordinary Shares | Number of Offer Shares | Value of Offer Shares agreed to be subscribed for | Resulting shareholding following Admission |
| Jamie Pike | Chairman | 3,838 | 8,695 | £99,993 | 12,533 |
| Gavin Griggs | Chief Executive Officer | 8,252 | 4,347 | £49,991 | 12,599 |
| Matt Webb | Chief Financial Officer | - | 12,173 | £139,990 | 12,173 |
| Polly Williams | Non-Executive | - | 4,347 | £49,991 | 4,347 |
| Sandra Breene* | Non-Executive | - | 2,391 | £27,497 | 2,391 |
| Pauline Lafferty* | Non-Executive | - | 1,739 | £19,999 | 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: |
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| XP Power
| +44 (0)118 984 5515 |
| Investec Bank plc | +44 (0) 20 7597 5970 |
| Rothschild & Co Financial Adviser to XP Power Ravi Gupta Aadeesh Aggarwal Shannon Nicholls | +44 (0)20 7280 5000 |
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| Citigate Dewe Rogerson | +44 (0)20 7638 9571
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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
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| Transaction details | In aggregate, the Fundraise of 3,946,958 Offer 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.
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| 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.
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| Quantum of proceeds | In aggregate, the Fundraise raised gross proceeds of approximately £45.4 million and net proceeds of approximately £44.2 million.
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| 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.
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| 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.
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| 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.
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| 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.
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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/ 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) |
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| 1. 1150p 2. 1150p 3. 1150p 4. 1150p 5. 1150p 6. 1150p 7. 1150p 8. 1150p | 1. 8,695 2. 4,347 3. 12,173 4. 4,347 5. 1,305 6. 869 7. 217 8. 1,739 |
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| (e) | Aggregated information - Aggregated volume - Price |
33,692 shares 1150 pence | |
| (f) | Date of the transaction | 6 November 2023 | |
| (g) | Place of the transaction | London Stock Exchange | |
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES 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.
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