Results of General Meeting

RNS Number : 0005L

Xeros Technology Group plc

19 December 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

19 December 2018

Xeros Technology Group plc

Results of General Meeting

Xeros Technology Group plc (AIM: XSG, 'the Company', 'Xeros'), the developer and provider of patented polymer based technologies with multiple commercial applications, is pleased to announce that all of the Resolutions proposed at the General Meeting held in London today to approve the proposed Placing and Open Offer of, in aggregate, 157,861,209 New Ordinary Shares and other related matters were duly passed.

Full details of the Resolutions were set out in the circular published by Xeros on 29 November 2018 (the "Circular"). The Circular is available for inspection in electronic form on the Company's website, www.xerostech.com (subject to limitations).

Details of the proxies from Shareholders in respect of each of the Resolutions are set out below:

Resolution	For Number	%	Against Number	%	Withheld Number
1. Authority to allot Relevant Securities	77,866,394	99.99 %	1,500	0.01 %	0
2. Approval of the Rule 9 Waiver by Independent Shareholders	40,435,983	99.99 %	2,375	0.01 %	37,429,536
3. Authority to allot equity securities for cash	77,865,519	99.99 %	2,375	0.01 %	0

Notes:

1.       Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

2.       A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a Resolution.

3.       Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.

The Placing and Open Offer remains conditional upon the Placing and Open Offer Agreement becoming unconditional in all respects and upon Admission. Admission (and completion of the Placing and Open Offer) is expected to occur on 20 December 2018.

This announcement should be read in conjunction with the full text of the circular issued on 29 November 2018 ('Circular'). All capitalised/defined terms used in this announcement and not otherwise defined shall have the meanings given to them in the Circular.

Enquiries:

Xeros Technology Group plc   Mark Nichols, Chief Executive Officer   Paul Denney, Chief Financial Officer	Tel: [phone]
Jefferies International Limited (Nominated Adviser, Joint Broker and  Joint Bookrunner)   Simon Hardy / Will Soutar	Tel: [phone]
Berenberg (Joint Broker and Joint Bookrunner)   Chris Bowman / Ben Wright / Laure Fine	Tel: [phone]
Instinctif Partners   Adrian Duffield / Chantal Woolcock / James Gray	Tel: [phone]

Notes to Editors

Xeros Technology Group plc (AIM: XSG) is a platform technology company that is reinventing water intensive industrial and commercial processes.

Xeros' uses its patented XOrb^TM technologies to significantly reduce the amount of water used in a number of major applications and to increase the efficiency in either affixing or removing molecules from substrates such as fabrics and garments. Adoption of the technology drives significant economic, operational and sustainability outcomes.

Xeros current portfolio of applications are within the areas of garment finishing (Textile Technologies), tanning (Tanning Technologies under the "Qualus" brand) and cleaning/laundry (Cleaning Technologies). The cleaning/laundry business of the Company covers domestic laundry, commercial laundry (under the "Hydrofinity" brand) and the cleaning of high performance workwear (under the "Marken" brand).

For more information, please visit - http://www.xerostech.com/

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), and Berenberg, which is authorised by the German Federal Financial Conduct Authority and subject to limited regulation by the FCA, are acting exclusively for the Company and for no‐one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice in connection with the matters contained in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies, Berenberg nor by any of their respective affiliates, partners or agents (or any of their respective directors, officers, employees or advisers), as to or in relation to, the contents, accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either of Jefferies or Berenberg or any of their respective affiliates in connection with the Company or the Placing, and any liability therefor is expressly disclaimed.

Jefferies, Berenberg and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Jefferies or Berenberg.

 

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