XP Power Limited Results of Fundraise and PDMR Shareholdings (5616S)

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                           [phone] 
 Investec Bank plc 
  Sole Broker and Bookrunner 
  to XP Power 
  Carlton Nelson 
  Patrick Robb 
  Cameron MacRitchie               [phone] 
 Rothschild & Co 
  Financial Adviser to XP Power 
  Ravi Gupta 
  Aadeesh Aggarwal 
  Shannon Nicholls                 [phone] 
 
 
 Citigate Dewe Rogerson 
  Kevin Smith / Lucy Gibbs         [phone] 
 

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 London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

MSCFQLLBXFLBFBQ

(END) Dow Jones Newswires

November 07, 2023 02:00 ET (07:00 GMT)