Result of Fundraise

RNS Number : 4121B

Xeros Technology Group plc

30 September 2022

 

For immediate release

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF XEROS TECHNOLOGY GROUP PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED AT 12.51 P.M. today.

30 September 2022

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 12.51 p.m. today (the "Launch Announcement"), the Bookbuild has closed and the Company has conditionally raised gross proceeds of approximately £6.0 million, through the successful placing of 120,000,000 Placing Shares at the Issue Price of 5 pence per Ordinary Share.

In addition to the Placing, the Company intends to provide all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 20,386,699 Open Offer Shares at the Issue Price, to raise up to approximately £1.0 million (before expenses), on the basis of 6 Open Offer Shares for every 7 Existing Ordinary Shares held on the Record Date. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through an excess application facility (the "Excess Application Facility").

The Placing and Open Offer are conditional upon, inter alia, the passing of the Resolutions at the General Meeting and upon the Placing Agreement becoming unconditional in all respects. The Placing is not conditional on the Open Offer proceeding or on any minimum take-up under the Open Offer.

General Meeting and Shareholder Approval

For the New Ordinary Shares to be admitted to trading on AIM, Shareholder approval is required:

a.  by way of ordinary resolution to give the Directors authority to allot the New Ordinary Shares and issue the Warrants;

b.  by way of special resolution to approve the Capital Reorganisation;

c.  by way of special resolution to adopt New Articles, required in connection with the Capital Reorganisation; and

d.  by way of a special resolution to dis-apply statutory pre-emption rights in respect of the New Ordinary Shares and the Warrants.

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 offices of Squire Patton Boggs (UK) LLP at Premier Place, 2 & A Half Devonshire Square, London EC2M 4UJ at 10.00 a.m. on 20 October 2022 at which the Resolutions will be proposed. A Circular containing a Notice of General Meeting is expected to be sent to shareholders on 3 October 2022. The shareholder Circular and Notice of General Meeting will be made available on the Company's website at www.xerostech.com.

Posting of Circular and Notice of General Meeting

The Company will post a Circular to Shareholders on 3 October 2022, containing a Notice of General Meeting, proxy form and full details of the Open Offer including the Open Offer application form. The Circular will also be available on the Company's website at www.xerostech.com .

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2022
Record Date for entitlements under the Open Offer	Close of business on 29 Sep
Announce Launch of the Fundraising	30 Sep
Announce Close of the Fundraising	30 Sep
Ex-entitlement date for the Open Offer	8:00 a.m. 3 Oct
Publication and posting of the Circular, the Form of Proxy and, to Qualifying Non-CREST Shareholders only, Application Forms	3 Oct
Basic Entitlements and Excess Entitlements credited to stock accounts of qualifying CREST Shareholders	4 Oct
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST	4:30 p.m. 13 Oct
Latest time and date for depositing Basic Entitlements and Excess Entitlements into CREST	3:00 p.m. 14 Oct
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3:00 p.m. 17 Oct
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting	10:00 a.m. 18 Oct
Latest time and date for receipt of completed Application Forms from Qualifying Non-CREST Shareholders and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11:00 a.m. 19 Oct
Announcement of the results of the Open Offer	19 Oct
General Meeting	10:00 a.m. 20 Oct
Announcement of the results of the General Meeting	20 Oct
Record Date for the Capital Reorganisation	Close of business on 20 Oct
Admission and commencement of dealings in the New Ordinary Shares on AIM	08:00 a.m. 21 Oct
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only)	21 Oct
Expected date of despatch of definitive share certificates for the New Ordinary Shares in certificated form (certificated holders only) and certificates in respect of the Warrants	Within 10 business days of Admission

  Notes

1.  Each of the times and dates set out in the above timetable and mentioned in this Document is subject to change by the Company (with the agreement of finnCap), in which event details of the new times and dates will be notified to London Stock Exchange plc and the Company will make an appropriate announcement to a Regulatory Information Service.

2.  References to times in this Document are to London time (unless otherwise stated).  

Enquiries:

Xeros Technology Group plc Neil Austin, Chief Executive Officer Paul Denney, Chief Financial Officer	Tel: [phone]
finnCap (Nominated Adviser & Broker) Julian Blunt / Teddy Whiley / George Dollemore, Corporate Finance Andrew Burdis / Sunila de Silva, ECM	Tel: [phone]
Yellow Jersey PR Sarah Hollins / Lilian Filips / Laurie Gellhorn	Tel: [phone]

The notifications below are made in accordance with the requirements of the EU regulation on market abuse which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018.

	1.		Details of the person discharging managerial responsibilities/person closely associated
a)		Name:		a.  Klaas de Boer b.  Neil Austin c.  Paul Denney d.  Rachel Nooney
	2.		Reason for the notification
	a)		Position/status:		a.  Chairman b.  Chief Executive Officer c.  Chief Finance Officer d.  Non-Executive Director
	b)		Initial notification/Amendment:		Initial Notification
	3.		Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
	a)		Name:		Xeros Technology Group plc
	b)		LEI:		2138009F3U39GVY7DG06
	4.		Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
	a)		Description of the financial instrument, type of instrument: Identification code:		Ordinary shares of 15 pence per share GB00BMGYBJ57
	b)		Nature of the transaction:		Subscription for new shares
	c)		Price(s) and volume(s):		Price(s) Volume(s) 5 pence a.  2,400,000 b.  200,000 c.  200,000 d.  200,000
	d)		Aggregated information: ·Aggregated volume: ·Price:		See 4c) above
	e)		Date of the transaction:		30 September 2022
	f)		Place of the transaction:		London Stock Exchange, AIM

 

END

 

 

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