XP Factory PLC Issue of Equity and Total Voting Rights (6728D)
23 Junho 2023 - 3:00AM
UK Regulatory
TIDMXPF
RNS Number : 6728D
XP Factory PLC
23 June 2023
23 June 2023
XP Factory plc (AIM: XPF)
("XP Factory" or the "Company")
Issue of Ordinary Shares
and
Total Voting Rights
Issue of Ordinary Shares
XP Factory plc, one of the UK's pre-eminent experiential leisure
businesses, announces the issue of ordinary shares in relation to
the deferred earn-out consideration for the acquisition of Boom
Battle Bars, as described in the Company's announcement on 3
November 2021 (the "Acquisition Announcement").
On 3 November 2021, the Company announced the proposed
acquisition of Boom Battle Bars from MFT Capital Ltd for a total
consideration of GBP17.38 million, consisting of an initial cash
consideration of GBP9.88 million and deferred consideration to be
satisfied through the issue of up to 25,000,000 Consideration
Shares payable subject to an earn-out based on the performance of
Boom Battle Bars in the financial year ending 31 December 2022
meeting a combination of turnover and site roll-out targets. The
number of Consideration Shares to be issued is subject to a sliding
scale based on the extent to which the targets are met. Further
details in relation to these targets are set out in the Acquisition
Announcement.
The Company is pleased to announce that substantially all the
conditions required to achieve the earn-out were achieved resulting
in the issue of 23,924,420 Consideration Shares to MFT Capital,
representing 95.7% of the maximum payout.
Application has been made to the London Stock Exchange for
23,924,420 new Ordinary Shares to be admitted to trading on AIM. It
is anticipated that the new Ordinary Shares, which will rank pari
passu in all respects with the existing Ordinary Shares, will be
admitted to trading on AIM at 8.00 a.m. on 26 June 2023
("Admission").
Total Voting Rights
Following Admission, the Company's issued share capital will
comprise 174,557,600 Ordinary Shares with voting rights.
Shareholders should use this figure as the denominator for the
calculations by which they determine if they are required to notify
their interest in, or a change to their interest in, the share
capital of the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules. The Company does not
hold any shares in treasury.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meaning as in the Acquisition
Announcement.
Enquiries:
XP Factory Plc
https://www.xpfactory.com/
Richard Harpham (Chief Executive
Officer)
Graham Bird (Chief Financial
Officer)
Kam Bansil (Investor Relations) +44 (0) 20 7846 3322
Singer Capital Markets - NOMAD
and Broker
https://www.singercm.com/
Peter Steel
Alaina Wong
James Fischer +44 (0) 20 7496 3000
IFC Advisory - Financial PR
https://www.investor-focus.co.uk/
Graham Herring
Florence Chandler +44 (0) 20 3934 6630
Notes to Editors:
About XP Factory plc
The XP Factory Group is one of the UK's pre-eminent experiential
leisure businesses which currently operates two fast growing
leisure brands.
Escape Hunt is a global leader in providing escape-the-room
experiences delivered through a network of owner-operated sites in
the UK, an international network of franchised outlets in five
continents, and through digitally delivered games which can be
played remotely.
Boom Battle Bar is a fast-growing network of owner-operated and
franchise sites in the UK that combine competitive socialising
activities with themed cocktails, drinks and street food in a high
energy, fun setting. Activities include a range of games such as
augmented reality darts, Bavarian axe throwing, 'crazier golf',
shuffleboard and others.
The Group's products enjoy premium customer ratings and cater
for leisure or teambuilding, in small groups or large, and are
suitable for consumers, businesses and other organisations. The
Company has a strategy to expand the network in the UK and
internationally, creating high quality games and experiences
delivered through multiple formats and which can incorporate
branded IP content. ( https://xpfactory.com/ )
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END
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June 23, 2023 02:00 ET (06:00 GMT)
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