Last checked at 19 Dec 2018 12:00
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19 December 2018
Xeros Technology Group plc
Results of Open Offer
Xeros Technology Group plc (AIM: XSG, 'the Company', 'Xeros'), the developer and provider of patented polymer based technologies with multiple commercial applications, announced on 29 November 2018 the details of a proposed Open Offer to raise gross proceeds of up to approximately £5 million through the issue of up to 49,588,971 Open Offer Shares at 10p per Open Offer Share.
The Open Offer closed for acceptances at 10.00 a.m. on 19 December. The Company announces that it has received valid acceptances under the Open Offer in respect of 7,861,209 Open Offer Shares from Qualifying Shareholders. This represents approximately 15.9% of the Open Offer Shares offered to Qualifying Shareholders pursuant to the Open Offer.
The Open Offer is conditional upon (1) the approval by Shareholders of all of the Resolutions at the Company's General Meeting being passed and (2) Admission occurring.
Applications have been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings will commence in the New Ordinary Shares at 8.00 a.m. on 20 December 2018. Thereafter the Company will have a total of 257,039,151 Ordinary Shares in issue.
No Ordinary Shares are held in treasury. Accordingly, this figure of 257,039,151 Ordinary Shares may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, pursuant to the FCA's Disclosure Guidance and Transparency Rules.
Following Admission, the members of the Concert Party will have the following interests in Ordinary Shares.
Resolution | Ordinary Shares subscribed for under the Placing | Ordinary Shares subscribed for under the Open Offer | Total number of Ordinary Shares following Admission | % of Enlarged Share Capital following Admission |
Woodford | 77,000,000 | 0 | 102,085,961 | 39.7 % |
RisingStars Growth Fund II | 0 | 0 | 2,798,999 | 1.1 % |
Finance Yorkshire Seedcorn LP | 0 | 0 | 2,249,665 | 0.9 % |
South Yorkshire Investment Fund | 0 | 0 | 1,158,999 | 0.5 % |
Total | 77,000,000 | 0 | 108,293,624 | 42.1 % |
Expected timetable of principal events
Each of the times and dates is subject to change without further notice. Please refer to the notes for this timetable set out below.
2018
Announcement of the results of the General Meeting and Open Offer 19 December
Issue of the New Ordinary Shares 20 December
Admission and commencement of dealings in 8.00 a.m. on 20 December
the New Ordinary Shares
CREST Members' accounts credited in respect of New Ordinary Shares 20 December
in uncertificated form
Expected despatch of definitive share certificates for New Ordinary Shares by 3 January 2019
in certificated form
(Note: each of the above dates is subject to change at the absolute discretion of the Company, Jefferies and Berenberg. All events listed in the above timetable following the General Meeting are conditional on, inter alia, the passing of the Resolutions at the General Meeting. All of the above times refer to London times).
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: 0114 321 6328
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Jefferies International Limited (Nominated Adviser, Joint Broker and Joint Bookrunner) Simon Hardy / Will Soutar
| Tel: 020 7029 8000 |
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Berenberg (Joint Broker and Joint Bookrunner) Chris Bowman / Ben Wright / Laure Fine
| Tel: 020 3207 7800 |
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Instinctif Partners Adrian Duffield / Chantal Woolcock / James Gray
| Tel: 020 7457 2020 |
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 XOrbTM 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.