NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
4 March 2025
XP Power Limited
("XP Power" or the "Company" and together with its subsidiary undertakings, the "Group")
Announcement of Placing of up to £40m and Retail Offer of up to £2m
Further to the Company’s announcement of its preliminary results, XP Power, the developer and manufacturer of critical power control solutions to the electronics industry, today announces a proposed equity fundraise to raise gross proceeds of up to £42 million through:
Continued customer destocking, combined with headwinds in China and legal fees and interest payable to Comet Technologies USA Inc (“Comet”), are likely to result in a weak first half of 2025. Whilst market recovery is expected in H2, there remains a wide range of full-year outcomes for FY2025. It is therefore intended that the net proceeds of the Fundraise will be used to strengthen the balance sheet, providing additional financial flexibility, and complete the build and fit out of the Group’s Malaysia facility. In the event of the expected market recovery, the Company will return any excess proceeds from the Fundraise to its shareholders.
The Placing will be conducted through an accelerated bookbuild launched immediately. The Offer Price represents a discount of approximately 5.2 per cent. to the closing price on 3 March 2025, being the last practicable day prior to the publication of this announcement (this announcement and the Appendices together being the "Announcement"). The Offer Shares are expected to represent in aggregate up to 18.2 per cent. of the Company's current issued share capital.
Certain Directors, associated persons and members of the senior management team intend to subscribe for Offer Shares for an aggregate amount of £0.19 million.
Highlights
Order intake of £181.6m with encouraging growth in orders from the Semiconductor Manufacturing Equipment sector, with momentum building as the year progressed
Revenue of £247.3m with year-on-year reduction due to destocking in the Industrial Technology and Healthcare sectors and the tail end of a market-wide downcycle within the Semiconductor Manufacturing Equipment sector
Adjusted Operating Profit of £25.1m with Gross Margin of 41.0%, improving during the year due to cost savings and the other efficiency measures
Adjusted Operating Cash flow of £65.6m highlighting strong cash generation with cash conversion of 261%
Outlook and market opportunity
At the start of 2025 the Group is seeing continued challenging market conditions and recent US trade restrictions are causing increased headwinds for sales to Semiconductor Manufacturing Equipment customers in China, which it expects to result in a sequentially weaker first half result. XP Power expects demand to improve as the year progresses, but the timing and scale of recovery remains very hard to predict. This leads to a wide range of potential outcomes for 2025, with an expectation of a significant second half weighting to the results for the year as a whole.
The Group’s maintained market position, strong product pipeline, robust operational performance and proven business model gives the Board confidence in our long-term prospects and the fundamental and strategic value of the Company.
Reasons for the Fundraise and use of proceeds
It is intended that the net proceeds of the Fundraise will be used to strengthen the balance sheet, providing additional financial flexibility, and complete the build and fit out of the Group’s Malaysia facility. The Malaysia site, with its strategic location and ready access to skilled labour, is an important long-term investment to provide flexible low-cost manufacturing capacity, allowing the Group to support growing demand. In accordance with the existing shareholder authorities, any net proceeds received by the Company from the issue of Offer Shares of more than 10 per cent. of the Company’s existing issued share capital will be applied to the Group’s Malaysia facility.
The Board has decided to act prudently to improve balance sheet resilience through the Fundraise, in addition to successfully negotiating an amendment to the covenants applicable to its borrowing facilities with its syndicate banks to increase covenant limits, details of which are included in the Company’s preliminary FY24 results released earlier today. Whist the Board is very confident in the Group’s ability to de-lever the balance sheet through cash generation in normal market conditions, the factors outlined above have brought leverage in close proximity to the normal covenant limit of 3.0x EBITDA applicable to its borrowing facilities. Assuming market conditions improve as expected as FY2025 progresses the Company should, in receipt of the net proceeds of the Fundraise, be able to maintain a leverage level below that covenant limit. However, whilst such an improvement is expected by XP Power, it cannot be certain as to the extent and timing.
The Board remains confident that the Group will continue to de-lever as market conditions recover until it achieves its target leverage range of 0-1.0x EBITDA. In the event of the expected market recovery, the Company will return any excess proceeds from the Fundraise to its shareholders.
Details of the Fundraise
The Company is proposing to raise gross proceeds of up to £42 million through the issue of the Placing Shares at the Offer Price to existing and new institutional investors and Retail Offer Shares at the Offer Price to retail investors.
The Offer Price represents a discount of approximately 5.2 per cent. to the closing price on 3 March 2025, being the last practicable day prior to the publication of this Announcement. The Offer Shares will represent up to 18.2 per cent. of the Company’s current issued share capital.
Investec Bank plc ("Investec") is acting as sole bookrunner in connection with the Placing. The Placing will be conducted through an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement. The number of Placing Shares will be decided at the close of the Bookbuild. The timing of the closing of the book and allocations are at the discretion of Investec and the Company.
The terms and conditions of the Placing are set out in Appendix 1 to this Announcement. Members of the public are not permitted to participate in the Placing.
Certain Directors, associated persons and members of the senior management team intend to subscribe for Offer Shares for an aggregate amount of £0.19 million. Details of these subscriptions are set out in more detail below.
For administrative purposes only, an institutional investor is expected to subscribe for 1,651,282 Placing Shares (the "Direct Subscription Shares") directly from the Company, for a total amount of approximately £16.1 million.
The Board has chosen the structure of the Fundraise to minimise costs and reduce the time to completion. However, the Board is supportive of the Pre-Emption Group guidance that encourages companies to consider the inclusion of retail shareholders when issuing shares non-pre-emptively, and the Company therefore intends to undertake the Retail Offer.
The Retail Offer is not made subject to the terms and conditions set out in the Appendix 1 to this Announcement, and instead a separate announcement will be made shortly regarding the Retail Offer and its terms. Investec is not acting for the Company in respect of the Retail Offer and is not otherwise involved in the Retail Offer.
In accordance with the existing shareholder authorities, any net proceeds received by the Company from the issue of Offer Shares of more than 10 per cent. of the Company’s existing issued share capital will be applied to complete the build and fit out of the Group’s Malaysia facility.
The Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the new Ordinary Shares.
Applications will be made for the Offer Shares to be admitted to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together "Admission"). Admission is expected to take place at or before 8.00 a.m. (London time) on 6 March 2025 (or such later time and/or date as Investec may agree with the Company), and dealings in the Offer Shares will commence at that time. The Fundraise is conditional upon, among other things, Admission becoming effective and the placing agreement between the Company and Investec not being terminated in accordance with its terms.
Gavin Griggs, CEO, said:
“In 2024 we made strong internal progress, but industry-wide market challenges have continued to weigh on our performance. With market uncertainty early in 2025 the Board decided to proactively strengthen the balance sheet, through the Fundraise announced today, to provide greater resilience until we see the long-awaited recovery in demand. We also continue to tightly manage costs and are taking further actions as appropriate while maintaining important investment that underpins our future.
XP Power’s strategy, market positioning, customer proposition and medium-term demand outlook all remain strong, and the Board has confidence in the Company’s long-term prospects and its fundamental and strategic value.”
Capitalised terms in this Announcement shall, unless the context requires otherwise, have the meanings set out in Appendix 2. Please read the "Important Notices" section of this Announcement.
Enquiries: |
|
XP Power | +44 (0)118 984 5515 |
Investec Bank plc | +44 (0) 20 7597 5970 |
Rothschild & Co Joint Financial Adviser to XP Power Ravi Gupta Aadeesh Aggarwal
| +44 (0)20 7280 5000 |
Citigate Dewe Rogerson | +44 (0)20 7638 9571
|
Directors’ and PDMRs’ participation in the Fundraise
As part of the Fundraise, certain Directors, associated persons and senior management team intend to subscribe for an aggregate of 19,542 Offer Shares at the Offer Price. Details of the Offer Shares for which the Directors intend to subscribe for are displayed below:
Director and PDMR | Number of Ordinary Shares held before the Fundraise | Number of Offer Shares being subscribed for | Resultant shareholding following the Fundraise |
Jamie Pike - Chair of the Board | 12,533 | 5,128 | 17,661 |
Gavin Griggs - Chief Executive Officer | 16,904 | 3,077 | 19,981 |
Matt Webb - Chief Financial Officer | 12,173 | 4,139 | 16,312 |
Andy Sng - Executive Director | 34,323 | 0 | 34,323 |
Polly Williams - Senior Independent Director | 4,347 | 652 | 4,999 |
Pauline Lafferty* - Non-Executive Director | 1,739 | 261 | 2,000 |
Sandra Breene* - Non-Executive Director | 2,391 | 1,157 | 3,548 |
Amina Hamidi - Non-Executive Director | 0 | 2,051 | 2,051 |
Daniel Shook - Non-Executive Director | 0 | 3,077 | 3,077 |
Total | 84,410 | 19,542 | 103,952 |
* Holdings includes that of Closely Associated Persons
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan, Singapore or South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, Investec or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Investec to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or assimilated Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the United States to persons that are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") and that have delivered to the Company and Investec a US Investor Letter substantially in the form provided to it, in each case, pursuant to an exemption from registration under the Securities Act. No public offering of the Placing Shares will be made in the United States or elsewhere.
This Announcement has not been approved by the FCA or the London Stock Exchange.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The offer and sale of the Placing Shares in Canada is being made on a private placement basis only pursuant to an exemption from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. No prospectus has been or will be filed with any securities commission or other securities regulatory authority in any jurisdiction in Canada in connection with the offer or sale of the Placing Shares. In Canada, this Announcement is only directed at and is only being distributed to persons in or resident in the Province of Alberta, British Columbia, Ontario or Quebec purchasing, or deemed to be purchasing, as principal that are accredited investors as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or section 73.3(1) of the Securities Act (Ontario), as applicable, that are not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106, and that are "permitted clients" as defined section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Members of the public are not eligible to take part in the Placing. This Announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area (the "EEA"), qualified investors ("Qualified Investors") within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United Kingdom, qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order ("UK Qualified Investors"); or (c) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from and no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Japan or South Africa or any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each Placee by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in Appendix 1 to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group’s actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this Announcement is intended to be, nor may be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, Investec, Rothschild & Co and their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.
Investec Bank plc ("IBP") is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Investec Europe Limited (trading as Investec Europe) ("IEL"), acting as agent on behalf of IBP in certain jurisdictions in the EEA (IBP and IEL together, " Investec"), is regulated in Ireland by the Central Bank of Ireland. Investec is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. Investec will not regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA, is acting exclusively for the Company and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.
This Announcement has been issued by and is the sole responsibility of the Company. 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 Investec, Rothschild & Co nor by any of their respective affiliates or any person acting on its or their behalf as to, or in relation to, the 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, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor’s investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. 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. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act, 2000, as amended does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF ASSIMILATED REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") WHO ARE: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, Singapore or South Africa or any jurisdiction in which such release, publication or distribution is unlawful (each a "Restricted Territory"). The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Investec Bank plc ("IBP") or Investec Europe Limited (trading as Investec Europe) ("IEL"), acting on behalf of IBP in certain jurisdictions in the EEA (IBP and IEL together, "Investec") or any of their respective Affiliates or any respective agents, directors, officers or employees of any of them (collectively "Representatives") which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and Investec to inform themselves about, and to observe, any such restrictions.
This Announcement does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in the United States or any other Restricted Territory or any jurisdiction where such offer or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.
The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.
None of the Company, Investec, Rothschild & Co or any of their respective Affiliates or any of its or their respective Representatives makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.
This Announcement has been issued by, and is the sole responsibility of, the Company. 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 Investec, Rothschild & Co (as defined below) nor any of their respective Affiliates nor any of its or their respective Representatives as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
Investec is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA, is acting exclusively for the Company and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.
Persons who are invited to and who choose to participate in the Placing (and any person acting on such person’s behalf) by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares (other than Direct Subscription Shares) is given (the "Placees") will be deemed (i) to have read and understood this Announcement, including this Appendix, in its entirety; (ii) to be participating and making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, undertakings, agreements, acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, Investec will today commence the Bookbuild to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect.
Investec and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Investec is acting as sole bookrunner in connection with the Placing. Investec is not acting for the Company with respect to the Retail Offer.
Investec has today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, Investec has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at a price of 975 pence per Placing Share (the "Offer Price") in such number to be determined following completion of the Bookbuild. The final number of Placing Shares will be determined by the Company and Investec at the close of the Bookbuild and will be set out in the executed terms of placing terms (the "Placing Terms"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and Investec. Details of the number of Placing Shares and Retail Offer Shares will be announced as soon as practicable after the close of the Bookbuild.
Subject to the execution of the Placing Terms and the Placing Agreement not terminating in accordance with its terms, Investec has agreed with the Company, in the event of any default by any Placee in paying the Offer Price in respect of any Placing Shares allotted to it, to take up such Placing Shares itself at the Offer Price. The Direct Subscription Shares are not settlement underwritten.
The total number of shares to be issued pursuant to the Fundraise shall not exceed 4,736,351 Ordinary Shares, representing approximately 20.0 per cent. of the Company’s existing issued Ordinary Share capital.
The Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the Closing Date. The Offer Shares will be issued free of any encumbrances, liens or other security interests.
Applications for listing and admission to trading
Applications will be made for the Offer Shares to be admitted to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together "Admission"). Admission is expected to take place at or before 8.00 a.m. (London time) on 6 March 2025 (or such later time and/or date as Investec may agree with the Company), and dealings in the Offer Shares will commence at that time. The Fundraise is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
Participation in, and principal terms of, the Placing
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of Investec under the Placing Agreement are conditional on certain conditions, including, amongst other things:
(a) the Placing Terms having been executed by the Company and Investec;
(b) the publication by the Company of the Placing Results Announcement through a Regulatory Information Service immediately following the execution of the Placing Terms;
(c) the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed or satisfied prior to Admission;
(d) each of the warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading: (i) as at the date of the Placing Agreement; (ii) as at the time of the execution of the Placing Terms; and (iii) as at and on Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances from time to time subsisting;
(e) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
(f) (i) each Retail Offer Document remaining and the Direct Subscription Letter being entered into and remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which any such document is subject having become incapable of satisfaction and not having been waived prior to Admission; and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate any such document; and
(g) Admission occurring by 8.00am on 6 March 2025 (or such later time and/or date as Investec and the Company may agree in writing, being not later than 8.00 a.m. on 13 March 2025),
(all conditions to the obligations of Investec included in the Placing Agreement being together, the "Conditions").
If, at Admission, any of the Conditions are not fulfilled or, where permitted, waived or extended by Investec in accordance with the Placing Agreement, the Placing will lapse and the Placees’ rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placing is acting) in respect thereof.
Investec may, at its discretion and upon such terms and conditions as it thinks fit, waive satisfaction of certain of the Conditions (save that Conditions (a), (b), (e) and (g) cannot be waived) or extend the time provided for their satisfaction. Any such waiver or extension will not affect Placees’ commitments as set out in this Announcement.
Neither Investec nor any of its Affiliates or its or their respective Representatives shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision it may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Investec. Placees will have no rights against Investec, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Termination of the Placing Agreement
Investec, in its absolute discretion, may prior to Admission terminate the Placing Agreement in accordance with its terms in certain circumstances, including, amongst other things:
(a) any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become untrue, inaccurate or misleading in any respect, or any matter has arisen which would, if such document or announcement had been issued at that time, constitute an inaccuracy or omission from such document or announcement, save for any untrue, inaccurate or misleading statement which is not, in the opinion of Investec (acting in good faith), material;
(b) there has been a breach by the Company of any of its obligations under the Placing Agreement, save for any non-compliance which is not, in the opinion of Investec (acting in good faith), material;
(c) there has been a breach by the Company of any of the warranties or representations contained in the Placing Agreement or any of such warranties or representations is not, or ceases to be, true, accurate and not misleading;
(d) in the opinion of Investec (acting in good faith), there has been a Material Adverse Change;
(e) upon the occurrence of certain force majeure events; or
(f) if the Company’s applications for Admission are withdrawn or refused by the FCA or the London Stock Exchange (as appropriate).
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.
No prospectus
No prospectus has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing or Admission and no such prospectus is required (in accordance with the UK Prospectus Regulation or otherwise) to be published in the United Kingdom or any equivalent jurisdiction.
Placees’ commitments will be made solely on the basis of the information contained in this Announcement and any Exchange Information (as defined below) and subject to the further terms set forth in the electronic contract note and/or electronic trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the Exchange Information previously and simultaneously released by or on behalf of the Company is exclusively the responsibility of the Company and has not been independently verified by Investec. Each Placee, by accepting a participation in the Placing, further confirms to the Company and Investec that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information) or Investec or its Affiliates or any other person and none of the Company, Investec nor any of their respective Affiliates or its or their respective Representatives nor any other person will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to Investec that, between the date of the Placing Agreement and the date which is 180 calendar days after the Closing Date, it will not, without the prior written consent of Investec, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between Investec and the Company.
By participating in the Placing, Placees agree that the exercise by Investec of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of Investec and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: SG9999003735) following Admission will take place within the CREST system, subject to certain exceptions. The Company and Investec reserve the right to require settlement for, and delivery of, Depositary Interests representing the Placing Shares or Placing Shares to Placees by such other means that they deem necessary, including in certificated form, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Investec or as otherwise as Investec may direct.
The Company will deliver Depositary Interests representing the Placing Shares to a CREST account operated by Investec as agent for and on behalf of the Company and Investec will enter its delivery (DEL) instruction into the CREST system. Investec will hold any Depositary Interests representing Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Depositary Interests representing Placing Shares to that Placee against payment.
It is expected that settlement will be on 6 March 2025 on a T+2 basis and on a delivery versus payment basis in accordance with the instructions given to Investec.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above SONIA as determined by Investec.
Each Placee agrees that, if it does not comply with these obligations, the relevant Placee shall be deemed hereby to have irrevocably and unconditionally appointed Investec, or any nominee of Investec as its agent to use its reasonable endeavours to sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plus any interest due thereon. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf. By communicating a bid for Placing Shares, each Placee confers on Investec all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Investec lawfully takes on such Placee’s behalf. Each Placee agrees that Investec’s rights and benefits under this paragraph may be assigned in Investec’s discretion.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the electronic contract note and/or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee’s name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or, for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Investec nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee’s behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any person on behalf of which it is acting) with Investec (in its capacity as bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:
The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of each of the Company and Investec (for their own benefit and, where relevant, the benefit of their respective Affiliates, Representatives and any person acting on its or their behalf) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor Investec will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Company nor Investec is liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise: (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares); (ii) on a sale of Placing Shares; or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold Investec and/or the Company and their respective Affiliates (as the case may be) harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made to the Company, Investec or their respective Affiliates or its or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that Investec and/or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that Investec is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Investec any money held in an account with Investec behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Investec’s money in accordance with the client money rules and will be used by Investec in the course of its own business; and the Placee will rank only as a general creditor of Investec.
Time is of the essence as regards each Placee’s obligations under this Appendix.
Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Investec.
The rights and remedies of Investec and the Company under the terms and conditions set out in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to Investec: (a) if they are an individual, their nationality; or (b) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. Investec shall notify the Placees and any person acting on behalf of the Placees of any changes.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Admission" | means admission of the Offer Shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the London Stock Exchange’s main market for listed securities; |
"Affiliate" | has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings; |
"Announcement" | means this announcement (including its Appendices); |
"Bookbuild" | means the bookbuilding process to be commenced by Investec immediately following release of this Announcement to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
"Closing Date" | means the day on which the transactions effected in connection with the Fundraise will be settled; |
"COBs" | means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; |
"Company" | means XP Power Limited of 19 Tai Seng Avenue, #07-01, Singapore 534054; |
"Conditions" | has the meaning given to it in Appendix 1 to this Announcement; |
"CREST" | means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form; |
"Depositary" | means Link Group of Central Square, 29 Wellington Street, Leeds, LS1 4DL; |
"Depositary Interests" | means the dematerialised depositary interests issued or to be issued by the Depositary in respect of and representing Ordinary Shares on a one-for-one basis; |
"Direct Subscription" | means the direct subscription by an institutional investor of the Direct Subscription Shares directly from the Company; |
"Direct Subscription Letter" | means the subscription letter between an institutional investor and the Company to be dated 4 March 2025 in connection with the Direct Subscription; |
"Direct Subscription Shares" | means any Placing Shares subscribed for in the Direct Subscription; |
"EU Prospectus Regulation" | means Regulation (EU) 2017/1129; |
"EU Target Market Assessment" | means the assessment that the Placing Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all permitted distribution channels; |
"Euroclear" | means Euroclear UK & International Limited, a company incorporated under the laws of England and Wales; |
"EUWA" | means the European Union (Withdrawal) Act 2018 (as amended); |
"Exchange Information" | has the meaning given to it in Appendix 1 to this Announcement; |
"FCA" | means the UK Financial Conduct Authority; |
"FSMA" | means the Financial Services and Markets Act 2000 (as amended); |
"Fundraise" | means the Placing and the Retail Offer; |
"Group" | means the Company and its subsidiary undertakings; |
"Intermediaries" | means any intermediary financial institution that is appointed in connection with the Retail Offer pursuant to an Intermediaries Agreement and "Intermediary" shall mean any one of them; |
"Intermediaries Agreements" | means (a) each master intermediary agreement between Retail Book Limited and an Intermediary; (b) the agreement(s) (if any) between an Intermediary, the Company and Retail Book Limited relating to the Retail Offer, setting out the terms and conditions of the Retail Offer, and (c) the form of subscription by the relevant Intermediary under the Retail Offer; |
"London Stock Exchange" | means London Stock Exchange plc; |
"Material Adverse Change" | has the meaning given to such term in the Placing Agreement; |
"MiFID II" | means EU Directive 2014/65/EU on markets in financial instruments; |
"MiFID II Product Governance Requirements" | means the product governance requirements of (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures; |
"Offer Price" | means 975 pence per Offer Share; |
"Offer Shares" | means the Placing Shares and the Retail Offer Shares; |
"Order" | means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; |
"Ordinary Share" | means an ordinary share of one pence each in the capital of the Company; |
"Placee" | means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares is given other than an investor who subscribes for Direct Subscription Shares; |
"Placing" | means the placing to take place by way of the Bookbuild for which Investec have been appointed as sole bookrunner and the Direct Subscription; |
"Placing Agreement" | has the meaning given to it in Appendix 1 to this Announcement; |
"Placing Results Announcement" | means the announcement (if any) to be published by the Company confirming the results of the Placing on a Regulatory Information Service immediately following the execution of the Placing Terms; |
"Placing Shares" | means the new Ordinary Shares to be subscribed for by the Placees under the Placing and the Direct Subscription Shares; |
"Placing Terms" | has the meaning given to it in Appendix 1 to this Announcement; |
"PRA" | means the UK Prudential Regulation Authority; |
"QIB" | means a "qualified institutional buyer" as defined in Rule 144A of the Securities Act; |
"Qualified Investors" | mean persons who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation; |
"Regulation S" | means Regulation S promulgated under the Securities Act; |
"Regulations" | has the meaning given to it in Appendix 1 to this Announcement; |
"Regulatory Information Service" | means a primary information provider approved by the FCA and on the FCA’s list of Regulatory Information Services; |
"Relevant Persons" | mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to whom this Announcement may otherwise be lawfully communicated; |
"Representative" | has the meaning given to it in Appendix 1 to this Announcement; |
"Restricted Territory" | means the United States, Australia, Canada, Japan, Singapore, South Africa or any jurisdiction in which the release, publication or distribution of this Announcement is unlawful; |
"Retail Offer" | means the conditional offer of the Retail Offer Shares to be made to retail investors by the Company through intermediaries using the RetailBook platform and on the basis of the terms and conditions to be set out in the Retail Offer Announcement and the Intermediaries Agreements; |
"Retail Offer Announcement" | means the announcement to be released alongside this Announcement giving details, among other things, of the Retail Offer; |
"Retail Offer Documents" | means the engagement letter entered into by the Company and Retail Book Limited relating to the Retail Offer and the Intermediaries Agreements; |
"Retail Offer Shares" | means the Ordinary Shares subscribed for pursuant to the Retail Offer; |
"Securities Act" | means the U.S. Securities Act of 1933, as amended; |
"subsidiary" or "subsidiary undertaking" | each have the meaning given to that term in the Companies Act 2006; |
"Target Market Assessment" | means the assessment that the Placing Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of COBs; and (ii) eligible for distribution through all permitted distribution channels; |
"UK Market Abuse Regulation" | means assimilated Regulation (EU) 596/2014 as it forms part of the law of the United Kingdom by virtue of the EUWA; |
"UK MiFID II" | means assimilated EU Directive 2014/65/EU as it forms part of the law of the United Kingdom by virtue of the EUWA; |
"UK Product Governance Requirements" | means the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook; |
"UK Prospectus Regulation" | means assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the EUWA; |
"UK Qualified Investors" | mean persons who are qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are: (i) persons who fall within the definition of "investment professional" in Article 19(5) of the Order; or (ii) persons who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc.") of the Order; |
"uncertificated" or "in uncertificated form" | means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST; |
"United Kingdom" or "UK" | means the United Kingdom of Great Britain and Northern Ireland; and |
"US Investor Letter" | means the letter in the form provided by Investec. |
Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom.