XPP Xp Power Limited

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.

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).

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.