XAR Xaar Plc

23 February 2024

Xaar plc

Board Change

Xaar plc, ("the Company" or "Xaar"), a leading inkjet printing technology group, announces today the appointment of Stuart Widdowson to the Board as a Non-Executive Director effective from 27 February 2024.

Mr Widdowson is appointed as a representative of Odyssean Capital LLP ("Odyssean"), pursuant to a relationship agreement between the Company and Odyssean. The key terms are summarised in the notes below.

Mr Widdowson is the Managing Partner of Odyssean Capital, which he founded in 2017. From 2009 until 2017, he was lead fund manager of Strategic Equity Capital plc, which experienced a turnaround in its performance and rating during his tenure. He began his career as a strategy consultant undertaking commercial due diligence and strategy projects for private equity and corporate clients, before working for HgCapital, a leading private equity investor.

As at the last practicable date the total shareholding of funds managed by Odyssean Capital was 13,175,000 ordinary shares in the Company ("Ordinary Shares") representing approximately 16.6 per cent. of the Company's share capital.  Additionally, Mr Widdowson beneficially owns 25,000 Ordinary Shares and the joint venture partner of Odyssean Capital, Harwood Capital, owns 1,050,000 Ordinary Shares.

Notes:

A summary of the key terms of the Relationship Agreement is as follows:

·      Xaar has granted Odyssean the right to appoint Mr Widdowson to be a Director of the Company for appointment to the Board (the "Nominated Director") for so long as Odyssean has the right to exercise at least 10% or more of the Company's ordinary shares or voting rights attaching to the ordinary shares;  

·      Odyssean undertakes to, inter alia: (1) conduct all transactions and relationships with any member of Xaar's group on an arm's length basis; (2) not take any action which would have the effect of preventing Xaar or any member of Xaar's group from carrying on business independently of Odyssean or its associates; (3) not influence the day-to-day running of the Company (save through Mr Widdowson's role as the Nominated Director) and (4) not vote to prevent Xaar being managed in accordance with the principles of good governance set out in the UK Corporate Governance Code; and

·      the Relationship Agreement will terminate (1) on the date upon which Odyssean ceases to hold at least 10% of the ordinary shares of the Company or the voting rights attaching to the ordinary shares of the Company; (2) on six months' notice written notice by either party at any time or immediately upon written notice in the event of a material breach of the Relationship Agreement; or (3) in the event that the Company's ordinary shares cease to be listed on the Official List or another recognised UK stock exchange.

Pursuant to Listing Rule 9.6.13, it is confirmed that Mr Widdowson was a director and shareholder of Durendal Limited, a fund management business, which was wound up in 2015. His shareholding was acquired by the majority shareholder and the cash was distributed to all shareholders before the company was voluntarily liquidated.

There is no additional information required to be disclosed pursuant to Listing Rule 9.6.13 in relation to the appointment of Stuart Widdowson to the Board.

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