Additional Subscription Shares
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TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED AT 4:40 P.M. ON 4 APRIL 2024.
Xeros Technology Group plc
("Xeros", the "Company" or the "Group")
Additional Subscription Shares
Xeros Technology Group plc (AIM: XSG), the creator of technologies that reduce the impact of clothing on the planet, confirms further to the announcement of its Fundraising on 4 April 2024 (the "Fundraising"), that participants in the Fundraising are entitled to subscribe for Additional Subscription Shares at the Issue Price, in the ratio of one Additional Subscription Share for every two Ordinary Shares subscribed for in the Fundraising.
Investors who participated via the Placing and Subscription will be sent an electronic copy of the exercise notice form ("Exercise Notice") which contains full instructions on how to exercise entitlements and subscribe for the Additional Subscription Shares. Shareholders who participated via the Retail Offer can contact their respective intermediary for copies of the Exercise Notice. Alternatively Exercise Notices can be obtained by written request to ir@xerostech.com. Completed Exercise Notices will be treated as irrevocable, once received by the Company.
Terms of the Additional Subscription Shares
The arrangements described in this announcement apply to all investors in the Fundraising save for Amati Global Investors Limited whose entitlement for Additional Subscription Shares is set out in a separate Deferred Subscription Deed, as noted in the original Fundraising announcement.
As referred to above, the Company has agreed to issue Additional Subscription Shares to investors in the Placing, Subscription and Retail Offer on the basis of one Additional Subscription Share for every two new Ordinary Shares subscribed for. Accordingly, the maximum number of new Ordinary Shares that could be admitted pursuant to the exercise of Additional Subscription Shares is up to 155,394,771 Ordinary Shares. The Additional Subscription Shares are exercisable at the Fundraising Issue Price of 1.5 pence per Ordinary Share during the Additional Subscription Exercise Period.
The Company will make the appropriate announcements as and when it issues new Ordinary Shares pursuant to the exercise of Additional Subscription Shares.
The other key terms and conditions of the Additional Subscription Shares are set out below:
| Subscription Rights | Each participant in the April 2024 Fundraising has the right to subscribe for one new Ordinary Share for every two Ordinary Shares subscribed for in the Fundraising, at the Issue Price of 1.5 pence per new Ordinary Share, by notice to the Company during the Exercise Period. |
| Exercise Period | Participants in the Fundraising with entitlements to subscribe for Additional Subscription Shares can exercise these entitlements up until 31 January 2025. |
| Condition to Exercise | Participants with rights to subscribe for Additional Subscription Shares can only do so provided that they, at the time of exercise, still hold at least the number of Ordinary Shares subscribed for in the Fundraising. If their total holding at the time of exercise is below the number of Ordinary Shares subscribed in the Fundraising, they will be limited to exercising a lower number of Additional Subscription Shares on a pro rata basis. |
| Allotment Periods | The Company will allot the new Ordinary Shares pursuant to valid exercises received every two weeks ("Allotment Period"). In order for exercises to be included in any given Allotment Period, they should be completed and with the Company such that they are received by no later than 12 noon on the second Thursday of that Allotment Period. If they are received after this time they will be included in the following Allotment Period. You will be notified if this is the case. The first Allotment Period will run from the date of this announcement until 4 July 2024, and at two-week intervals thereafter, in each case ending at 12 noon on the second Thursday thereafter. |
| Settlement | Unless an Exercise Notice is rejected or deferred to a later Allotment Period (in which case applicants will be informed accordingly by the Company) settlement will take place as follows: a) Trade Time and Date : 0800 on the next following Monday (after the end of the relevant Allotment Period (or next following business day if such day is a Bank Holiday); b) Settlement Date : 2 business days after the Trade Date determined, as per a) above. |
| Exercise of Additional Subscription Shares | Placing and Subscription: The Additional Subscription Shares may be exercised in whole or in part during the Exercise Period by participants in the Placing or Subscription, provided that any partial exercise by a participant shall be for a minimum aggregate exercise price of £5,000 or, if less, the balance of the relevant participants Additional Subscription Shares then outstanding. Completed Exercise Notices will be treated as irrevocable, once received by the Company. Retail Offer: The Additional Subscription Shares may be exercised in whole or in part during the Exercise Period by participants in the Retail Offer, provided that any partial exercise by a participant shall be for a minimum aggregate exercise price of £1,000 or, if less, the balance of the relevant participants Additional Subscription Shares then outstanding. Completed Exercise Notices will be treated as irrevocable, once received by the Company. |
| Adjustment to Subscription Rights | The subscription rights conferred by the Additional Subscription Shares shall be adjusted by the Board in its sole discretion on the occurrence of certain events in relation to the Company, including |
- a subdivision, consolidation or reclassification of the Ordinary Shares;
with the intention, in broad terms, that any such adjustment would leave the shareholders with rights to exercise Additional Subscription Shares in a similar position to the position they were in immediately before the event giving rise to the adjustment.
| Transfer | Entitlements to Additional Subscription Shares are non-transferable without the prior consent of the Company. |
| Security | The Additional Subscription Shares are not secured. |
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