Results of Retail Offer and Total Voting Rights
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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.
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).
| Name of Issuer | XP Power Limited |
| Transaction details | In aggregate, the Fundraise of 4,200,424 Offer Shares (comprising 4,102,564 Placing Shares and 97,860 Retail Offer Shares) represents approximately 17.7% 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 6 March 2025. |
| Use of proceeds | It is intended that the net proceeds of the Fundraise will be used to strengthen the balance sheet, providing additional financial flexibility, and complete the build and fit out of the Group’s Malaysia facility. In accordance with the existing shareholder authorities, any net proceeds received by the Company from the issue of Offer Shares of more than 10 per cent. of the Company’s existing issued share capital will be applied to the Group’s Malaysia facility. |
| Quantum of proceeds | In aggregate, the Fundraise raised gross proceeds of approximately £41 million and net proceeds of approximately £40.1 million. |
| Discount | The Offer Price represents a discount of approximately 5.2 per cent. to the closing price on 3 March 2025, being the last practicable day prior to the launch of the Fundraise. |
| 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 | A pre-launch wall-crossing process was undertaken, 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 97,680 Retail Offer Shares, via the RetailBook platform, alongside the Placing. Retail investors, who participated in the Retail Offer, were able to do so at the same Offer 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 the RetailBook platform. Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption. |
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