Result of Fundraising
Xeros Technology Group plc has conditionally raised approximately £3.0 million in gross proceeds through a successful Placing and Initial Subscription of 171,847,501 New Ordinary Shares at an Issue Price of 1.75 pence per share. The company is also seeking to raise up to an additional £2.0 million via a Follow-On Subscription and up to £1.0 million through a Retail Offer, both at the same issue price. These fundraising efforts are conditional on shareholder approval at a General Meeting on 28 November 2025, with Admission expected on 1 December 2025. Directors Neil Austin and Alex Tristram, along with substantial shareholder Dowgate Capital Limited, are participating in the fundraise, demonstrating insider confidence.
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TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED AT 18:32 P.M. YESTERDAY.
Xeros Technology Group plc
("Xeros", the "Group" or the "Company")
Result of Fundraising
Xeros Technology Group plc (AIM: XSG), the creator of technologies that reduce the impact of clothing on the planet, is pleased to announce that further to the Company's announcement released at 18:32 p.m. yesterday (the "Launch Announcement"), the ABB has closed and the Company has conditionally raised gross proceeds of approximately £3.0 million, through the successful Placing and Initial Subscription of 171,847,501 New Ordinary Shares in aggregate at the Issue Price of 1.75 pence per Ordinary Share.
In addition to the Placing and Initial Subscription, the Company is also seeking to raise up to an additional £2.0 million by way of the Follow-On Subscription and is also providing all shareholders with the opportunity to subscribe for an aggregate of up to £1.0 million by way of the Retail Offer, both at the Issue Price.
The Placing, Subscriptions and Retail Offer are conditional upon, inter alia, the passing of the Resolutions at the General Meeting, Admission and upon the Placing Agreement becoming unconditional in all respects. It is expected that Admission will occur, and that dealings in the New Ordinary Shares will become effective on 1 December 2025.
No part of the Placing or Initial Subscription is conditional on the Follow-On Subscription or Retail Offer proceeding or on any minimum take-up under the Follow-On Subscription or Retail Offer.
General Meeting and Shareholder Approval
For the New Ordinary Shares to be admitted to trading on AIM, Shareholder approval is required:
- by way of ordinary resolution to give the Directors authority to allot such New Ordinary Shares and New Ordinary Shares to be issued on exercise of the Warrants; and
- by way of a special resolution to disapply statutory pre-emption rights in respect of such New Ordinary Shares.
The authorities referred to above are in addition to the Company's existing general shareholder authorities to allot Ordinary Shares for cash on a non-pre-emptive basis.
In order to obtain the necessary shareholder approval, a General Meeting is to be held at the Company's offices at the offices of Squire Patton Boggs (UK) LLP at 60 London Wall London EC2M 5TP at 10:00 a.m. on 28 November 2025 at which the Resolutions will be proposed. A Circular containing a notice of General Meeting is expected to be sent to shareholders today. The shareholder Circular and notice of General Meeting will be made available on the Company's website at www.xerostech.com.
A copy of the Company's investor presentation in relation to this Transaction will be made available on the Company's investor relations website shortly.
Neil Austin, Alex Tristram and Dowgate Capital Limited are each a Related Party (as defined by the AIM Rules), and will be participating in the Fundraise as follows:
| Current Holding of Existing Shares | % of Existing Ordinary Shares | Number of New Ordinary Shares | Holding post Admission | % of Enlarged Share Capital* | |
|---|---|---|---|---|---|
| Neil Austin | 866,666 | 0.17 | 571,428 | 1,438,094 | 0.17 |
| Alex Tristram | 166,666 | 0.03 | 85,714 | 252,380 | 0.03 |
| Dowgate Capital Limited | 56,383,385 | 10.81 | 10,023,614 | 66,406,999 | 7.68 |
*Assuming full take up of the Follow-On Subscription and Retail Offer
The participation of the Director Subscribers in the Fundraise constitutes related party transactions within the meaning of the AIM Rules, by virtue of them each being Directors. The Directors (excluding the Director Subscribers) consider, having consulted with Cavendish (the Company's nominated adviser), that the terms of the Director Subscriptions in the Fundraise are fair and reasonable insofar as the Company's Shareholders are concerned.
The participation in the Placing of Dowgate Capital Limited constitutes a related party transaction by virtue of them being substantial shareholders in the Company. The Directors consider, having consulted with Cavendish (the Company's nominated adviser), that the terms of their participation in the Fundraising by Dowgate Capital Limited are fair and reasonable insofar as the Company's shareholders are concerned.
Kinetix Corporate Finance LLP, an entity owned and controlled by David Armfield, Non-Executive Director of the Company, has entered into an agreement with the Company to provide transaction support to the private placement of new share capital through the Adjuvo investor network. Kinetix Corporate Finance LLP will receive a success fee of 1.0 per cent. of any monies received by the Company in connection with the Subscriptions by Adjuvo investors. The maximum possible fee that could be payable to Kinetix Corporate Finance LLP is £37,500, assuming full up take of the Follow-on Subscription and the full amount of the Retail Offer is taken up by Adjuvo investors. The Directors (excluding David Armfield) consider, having consulted with Cavendish (the Company's nominated adviser), that the terms of the agreement with Kinetix Corporate Finance LLP are fair and reasonable insofar as the Company's shareholders are concerned.
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