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Retail Offer

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TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED YESTERDAY.

Xeros Technology Group plc

Retail Offer

The Board of Xeros Technology Group plc (the "Company") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares of 0.1p each ("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares") at an issue price of 1.75 pence per New Ordinary Share (as defined below) (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting a Placing and Subscriptions of new ordinary shares (the "Placing Shares", the "Subscription Shares" and together with the Retail Offer Shares, the "New Ordinary Shares") at the Issue Price (the "Placing", the "Subscription" and together with the Retail Offer, the "Fundraising"). A separate announcement has been made regarding the Placing and Subscriptions and their terms. For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscriptions. Full details of the Fundraising, including the background to and reasons for the Placing and Subscriptions and the Retail Offer is included in the separate announcement released by the Company yesterday.

The Issue Price represents a discount of approximately 22.22 per cent. to the closing share price of 2.25 pence per Existing Ordinary Share on 5 November 2025.

The Retail Offer is conditional on the passing of the Resolutions and Admission. Admission of the Retail Offer Shares is expected to take place at 8:00 a.m. on 1 December 2025. Completion of the Retail Offer is conditional, inter alia, upon the Resolutions being duly passed by Shareholders at the General Meeting to be held 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.

The net proceeds of the Fundraising will be used to:

  • strengthen the Company's balance sheet, enabling execution of current contracts, pursuit of global opportunities and to provide reassurance to contract counterparties;
  • provide working capital as the Company advances commercialisation of its core technologies;
  • provide contingency against timing of royalty income and operational cash flow break-even; and
  • as appropriate, scale operations and accelerate development of other markets and applications for the Company's intellectual property.

Expected Timetable in relation to the Retail Offer

Retail Offer opens7:00 a.m. 7 November 2025
Latest time and date for commitments under the Retail Offer12:00 noon 11 November 2025
Results of the Retail Offer announced11 November 2025
Admission and dealings commence in Retail Offer Shares8.00 a.m. on 1 December 2025
Dealing Codes
TickerXSG
ISIN for the Ordinary SharesGB00BMGYBJ57
SEDOL for the Ordinary SharesBMGYBJ5

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website:

The Retail Offer will be open to eligible investors in the United Kingdom at 7:00 a.m. 7 November 2025. The Retail Offer is expected to close at 12:00 noon on 11 November 2025. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the, the rules for AIM companies and their nominated advisers issued by the London Stock Exchange, Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £250.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website:

The Company's LEI is 2138009F3U39GVY7DG06

UK Product Governance Requirements

EU Product Governance Requirements

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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