REG - Xeros Tech Grp plc - Additional Subscription Shares
20/06/2024 07:00
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RNS Number : 1118T Xeros Technology Group plc 20 June 2024
TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN
THE COMPANY'S ANNOUNCEMENT RELEASED AT 4:40 P.M. ON 4 APRIL 2024.
20 June 2024
Xeros Technology Group plc
("Xeros", the "Company" or the "Group")
Additional Subscription Shares
Xeros Technology Group plc (AIM: XSG), the creator of technologies that reduce
the impact of clothing on the planet, confirms further to the announcement of
its Fundraising on 4 April 2024 (the "Fundraising"), that participants in the
Fundraising are entitled to subscribe for Additional Subscription Shares at
the Issue Price, in the ratio of one Additional Subscription Share for every
two Ordinary Shares subscribed for in the Fundraising.
Investors who participated via the Placing and Subscription will be sent an
electronic copy of the exercise notice form ("Exercise Notice") which contains
full instructions on how to exercise entitlements and subscribe for the
Additional Subscription Shares. Shareholders who participated via the Retail
Offer can contact their respective intermediary for copies of the Exercise
Notice. Alternatively Exercise Notices can be obtained by written request to
ir@xerostech.com (mailto:ir@xerostech.com) . Completed Exercise Notices will
be treated as irrevocable, once received by the Company.
Terms of the Additional Subscription Shares
The arrangements described in this announcement apply to all investors in the
Fundraising save for Amati Global Investors Limited whose entitlement for
Additional Subscription Shares is set out in a separate Deferred Subscription
Deed, as noted in the original Fundraising announcement.
As referred to above, the Company has agreed to issue Additional Subscription
Shares to investors in the Placing, Subscription and Retail Offer on the basis
of one Additional Subscription Share for every two new Ordinary Shares
subscribed for. Accordingly, the maximum number of new Ordinary Shares that
could be admitted pursuant to the exercise of Additional Subscription Shares
is up to 155,394,771 Ordinary Shares. The Additional Subscription Shares are
exercisable at the Fundraising Issue Price of 1.5 pence per Ordinary Share
during the Additional Subscription Exercise Period.
The Company will make the appropriate announcements as and when it issues new
Ordinary Shares pursuant to the exercise of Additional Subscription Shares.
The other key terms and conditions of the Additional Subscription Shares are
set out below:
Subscription Each participant in the April 2024 Fundraising has the right to subscribe for
Rights one new Ordinary Share for every two Ordinary Shares subscribed for in the
Fundraising, at the Issue Price of 1.5 pence per new Ordinary Share, by notice
to the Company during the Exercise Period.
Exercise Participants in the Fundraising with entitlements to subscribe for Additional
Period Subscription Shares can exercise these entitlements up until 31 January 2025.
Condition to Exercise Participants with rights to subscribe for Additional Subscription Shares can
only do so provided that they, at the time of exercise, still hold at least
the number of Ordinary Shares subscribed for in the Fundraising. If their
total holding at the time of exercise is below the number of Ordinary Shares
subscribed in the Fundraising, they will be limited to exercising a lower
number of Additional Subscription Shares on a pro rata basis.
Allotment Periods The Company will allot the new Ordinary Shares pursuant to valid exercises
received every two weeks ("Allotment Period"). In order for exercises to be
included in any given Allotment Period, they should be completed and with the
Company such that they are received by no later than 12 noon on the second
Thursday of that Allotment Period. If they are received after this time they
will be included in the following Allotment Period. You will be notified if
this is the case. The first Allotment Period will run from the date of this
announcement until 4 July 2024, and at two-week intervals thereafter, in each
case ending at 12 noon on the second Thursday thereafter.
Settlement Unless an Exercise Notice is rejected or deferred to a later Allotment Period
(in which case applicants will be informed accordingly by the Company)
settlement will take place as follows:
a) Trade Time and Date: 0800 on the next following Monday (after the end of
the relevant Allotment Period (or next following business day if such day is a
Bank Holiday);
b) Settlement Date: 2 business days after the Trade Date determined, as per
a) above.
Exercise of Additional Subscription
Shares
Placing and Subscription: The Additional Subscription Shares may be exercised
in whole or in part during the Exercise Period by participants in the Placing
or Subscription, provided that any partial exercise by a participant shall be
for a minimum aggregate exercise price of £5,000 or, if less, the balance of
the relevant participants Additional Subscription Shares then outstanding.
Completed Exercise Notices will be treated as irrevocable, once received by
the Company.
Retail Offer: The Additional Subscription Shares may be exercised in whole or
in part during the Exercise Period by participants in the Retail Offer,
provided that any partial exercise by a participant shall be for a minimum
aggregate exercise price of £1,000 or, if less, the balance of the relevant
participants Additional Subscription Shares then outstanding. Completed
Exercise Notices will be treated as irrevocable, once received by the Company.
Adjustment to Subscription Rights The subscription rights conferred by the Additional Subscription Shares shall
be adjusted by the Board in its sole discretion on the occurrence of certain
events in relation to the Company, including
a) a subdivision, consolidation or reclassification of the Ordinary Shares;
b) a reduction of capital or any other reduction in the number of Ordinary
Shares in issue from time to time;
c) an issue of Ordinary Shares by way of dividend or distribution or by way of
capitalisation of profits or reserves; or
d) a consolidation, amalgamation or merger of the Company with or into another
entity in certain circumstances,
with the intention, in broad terms, that any such adjustment would leave the
shareholders with rights to exercise Additional Subscription Shares in a
similar position to the position they were in immediately before the event
giving rise to the adjustment.
Transfer Entitlements to Additional Subscription Shares are non-transferable without
the prior consent of the Company.
Security The Additional Subscription Shares are not secured.
Enquiries
Xeros Technology Group plc Tel: 0114 269 9656
Neil Austin, Chief Executive Officer
Alex Tristram, Director of Finance
Cavendish Capital Markets Limited (Nominated Adviser and Broker) Tel: 020 7220 0500
Julian Blunt/Teddy Whiley, Corporate Finance
Andrew Burdis/Sunila de Silva, ECM
Belvedere Communications xeros@belvederepr.com (mailto:xeros@belvederepr.com)
Cat Valentine Mob: 07715 769 078
Keeley Clarke Mob: 07967 816 525
About Xeros
Xeros Technology plc has developed patented and proven, industry-leading
technologies which reduce the environmental impact of how industries make and
care for clothes.
The traditional wet processing methods used in industrial and domestic laundry
and garment manufacturing consume billions of litres of fresh water and large
amounts of energy and chemicals, as well as damaging and weakening clothing
fibres and creating rising levels of environmental pollution. It is estimated
that washing machines contribute 35% of the 171 trillion microplastic
particles in the ocean.
A range of actors, including consumers, the media NGOs and regulators are
exerting pressure on these industries, with legislative action beginning to be
taken.
Xeros' three main technologies, Filtration, Finish, and Care, facilitate
garment manufacturers, industrial laundries, domestic washing machine
manufacturers and consumers, to reduce their environmental impact, whilst also
significantly improving efficiency in the process.
Xeros' model is to generate revenue from licensing its technologies,
generating royalties and the sale of consumables. Currently there are 8
agreements in place. The addressable markets in Filtration, Finish and Care
are estimated to be valued at £350m p.a., £132m p.a. and £3bn p.a.
respectively.
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