Results of Fundraise and PDMR Shareholdings
No summary for this filing – the full text is below.
Select text to share a quote on X · sign in to keep highlights & notes in your XPP notes
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 £43.9 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 £1.5 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 of Existing Ordinary Shares | Number of Offer Shares agreed to be subscribed for | Value of Offer Shares agreed to be subscribed for | Resulting shareholding following Admission |
|---|---|---|---|---|---|
| Jamie Pike | Chairman | 3,838 | 8,695 | £99,993 | 12,533 |
| Gavin Griggs | Chief Executive Officer | 8,252 | 4,347 | £49,991 | 12,599 |
| Matt Webb | Chief Financial Officer | - | 12,173 | £139,990 | 12,173 |
| Polly Williams | Non-Executive | - | 4,347 | £49,991 | 4,347 |
| Sandra Breene* | Non-Executive | - | 2,391 | £27,497 | 2,391 |
| Pauline Lafferty* | Non-Executive | - | 1,739 | £19,999 | 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.
| Name of Issuer | XP Power Limited | ||
| Transaction details | In aggregate, the Fundraise of 3,946,958 Offer 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 proceeds | In aggregate, the Fundraise raised gross proceeds of approximately £45.4 million and net proceeds of approximately £44.2 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/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | XP Power Limited | |
| (b) | LEI | 213800I7RWQ3FV72EZ26 | |
| (a) | Description of the Financial Instrument | Ordinary shares of 1 pence each | |
| (b) | Identification code of the Financial Instrument | SG9999003735 | |
| (c) | Nature of the transaction | Purchase of shares | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 1. 1150p 2. 1150p 3. 1150p 4. 1150p 5. 1150p 6. 1150p 7. 1150p 8. 1150p | 1. 8,695 2. 4,347 3. 12,173 4. 4,347 5. 1,305 6. 869 7. 217 8. 1,739 | ||
| (e) | Aggregated information - Aggregated volume - Price | 33,692 shares 1150 pence | |
| (f) | Date of the transaction | 6 November 2023 | |
| (g) | Place of the transaction | London Stock Exchange | |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.