TIDMXPP
RNS Number : 5385S
XP Power Limited
06 November 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF XP POWER LIMITED.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, JAPAN, SINGAPORE OR SOUTH
AFRICA.
6 November 2023
XP Power Limited
("XP Power" or the "Company")
PrimaryBid Retail Offer
-- XP Power announces a conditional offer for subscription of up
to GBP1.5 million of new Ordinary Shares via PrimaryBid ;
-- The Offer Price for the new Ordinary Shares is 1150 pence per
new Ordinary Share, representing a premium of 6.1 per cent. to the
closing mid-price of the Company's existing Ordinary Shares on 3
November 2023;
-- Investors can access the Retail Offer through PrimaryBid's website and on PrimaryBid's app ;
-- Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment
platforms, (subject to such partners' participation), which
includes AJ Bell, Hargreaves Lansdown and interactive investor;
-- Applications for new Ordinary Shares through these partners
can be made from tax efficient savings vehicles such as ISAs or
SIPPs, as well as General Investment Accounts (GIAs);
-- The Retail Offer is available to both existing shareholders and new investors;
-- The new Ordinary Shares to be issued pursuant to the Retail
Offer and the Placing will be sold at the Offer Price;
-- There is a minimum subscription of GBP250 per investor in the Retail Offer;
-- No commission will be charged by PrimaryBid on applications to the Retail Offer.
Retail Offer
XP Power (LON:XPP), the developer and manufacturer of critical
power control solutions for the Industrial Technology, Healthcare
and Semiconductor Manufacturing Equipment sectors, is pleased to
announce, a conditional offer for subscription of new ordinary
shares of 1 pence each in the capital of the Company ("Ordinary
Shares") via PrimaryBid (the "Retail Offer") at an issue price of
1150 pence per new Ordinary Share (the "Offer Price"), being a
premium of 6.1 per cent to the closing mid-price of the Company's
existing Ordinary Shares on 3 November 2023.
The Company is also conducting a placing of new Ordinary Shares
at the Offer Price by way of an accelerated bookbuilding process to
raise GBP43.9 million (the "Placing") as announced earlier
today.
The Retail Offer is conditional on the new Ordinary Shares to be
issued pursuant to the Retail Offer and the Placing being admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and admitted to trading on the main
market for listed securities of London Stock Exchange plc
("Admission"). Admission is expected to take place at 8.00 a.m. on
9 November 2023. The Retail Offer will not be completed without the
Placing also being completed.
The net proceeds of the Placing and Retail Offer will be used to
reduce net debt, improve the Company's liquidity position,
refinance capital investments and continue to invest in key areas
including R&D.
Reason for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
within the Company's existing authorities from shareholders for
non-pre-emptive offers so as to minimise cost and time to
completion, the Company values its retail investor base and is
therefore pleased to provide retail investors with the opportunity
to participate in the Retail Offer in line with the Pre-Emption
Group guidelines.
Existing shareholders and new investors can access the Retail
Offer through PrimaryBid's website and on PrimaryBid's app . The
PrimaryBid app is available on the UK Apple App Store and Google
Play Store.
Investors can also participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation. Participating
partners include:
-- AJ Bell;
-- Hargreaves Lansdown; and
-- interactive investor.
Applications for new Ordinary Shares through participating
partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Some partners may only accept
applications from existing shareholders.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer is in the best
interests of shareholders, as well as wider stakeholders in the
Company.
The Retail Offer will open to investors resident and physically
located in the United Kingdom following the release of this
Announcement. The Retail Offer is expected to close at 9 p.m. on 6
November 2023 and may close early if it is oversubscribed.
There is a minimum subscription amount of GBP250 per investor in
the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
Investors who apply for new Ordinary Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for new Ordinary Shares has been made and accepted via
PrimaryBid, that application cannot be withdrawn.
Investors wishing to apply for new Ordinary Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of their terms and
conditions, process and any relevant fees or charges.
The new Ordinary Shares to be issued pursuant to the Retail
Offer will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all
respects with the new Ordinary Shares to be issued pursuant to the
Placing and the Company's existing Ordinary Shares.
For further information on PrimaryBid, the Retail Offer or for a
copy of the terms and conditions (including the procedure for
application and payment for new Ordinary Shares) that apply to
registered users of PrimaryBid in addition to the terms and
conditions set out in this Announcement, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com .
Brokers wishing to offer their customers access to the Retail
Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Enquiries
XP Power Limited
Gavin Griggs, Chief Executive Officer
Matt Webb, Chief Financial Officer +44 (0)118 984 5515
PrimaryBid Limited enquiries@primarybid.com
Gilles Ohana/James Deal
Citigate Dewe Rogerson , PR adviser
Kevin Smith/ Lucy Gibbs +44 (0)20 7638 9571
Important notices
It is a term of the Retail Offer that the aggregate value of the
new Ordinary Shares available for subscription at the Issue Price
does not exceed GBP1.5 million (the "Maximum Subscription Amount").
The Maximum Subscription Amount may be increased at the sole and
absolute discretion of the Company, subject to applicable law and
regulation. Any such increase will be notified by way of an
announcement through a Regulatory Information Service.
The Retail Offer is offered under the exemptions from the need
for a prospectus allowed under the FCA 's Prospectus Regulation
Rules. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the
same by the Financial Conduct Authority (as competent authority
under Regulation (EU) 2017/1129 as it forms part of retained EU law
as defined in the European Union (Withdrawal) Act 2018).
The Retail Offer is not being made into the United States,
Australia, Canada, the Republic of South Africa, Japan, Singapore
or any other jurisdiction where it would be unlawful to do so.
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 and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into Australia,
Canada, the Republic of South Africa, Japan, Singapore 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.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
Ordinary Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the new Ordinary Shares if they are in any doubt.
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 rns@lseg.com or visit www.rns.com .
END
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MSCQQLFBXFLXFBE
(END) Dow Jones Newswires
November 06, 2023 11:39 ET (16:39 GMT)
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