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Xeros Technology Group plc (AIM: XSG), the developer and provider of patented water saving and filtration products with multiple commercial applications, proposes to raise £5.7 million before fees and expenses by a placing of 1,140,000,000 new ordinary shares with existing and new institutional investors at an issue price of 0.5 pence per share (the "Issue Price") (the "Placing").

In addition to the Placing there will be an offer of up to a further 60,000,000 new ordinary shares on the PrimaryBid platform at the Issue Price (the "PrimaryBid Offer") for retail and other investors to participate. A separate announcement will be made shortly regarding the PrimaryBid Offer (the Placing and PrimaryBid Offer together the "Fundraising" and the ordinary shares to be issued pursuant to the Placing and the PrimaryBid Offer together the "New Ordinary Shares")

 

Highlights:

• The Placing will raise gross proceeds of £5.7 million with up to an additional £0.3 million through the PrimaryBid Offer;
• Placing significantly supported by Entrepreneurs Fund and IP2IPO Limited ("IP2IPO"), both existing strategic investors in Xeros;
• Fundraising proceeds will provide funding for the Company's current portfolio of contracts and development agreements with EBITDA cash break-even expected Q2 2022;
• The Fundraising is conditional on shareholder approval at a General Meeting of the Company on 13 May 2020;
• Admission of the New Ordinary Shares is expected on 14 May 2020, subject to the passing of the Resolutions at the General Meeting;

finnCap Ltd ("finnCap") acted as nominated adviser, broker and bookrunner in connection with the Placing.  No part of the Placing or the PrimaryBid Offer is underwritten.

The Fundraising is conditional upon admission to trading on AIM becoming effective ("Admission") and the placing agreement between the Company and finnCap (the "Placing Agreement") not being terminated in accordance with its terms.

It is anticipated the New Ordinary Shares will represent approximately 153.11 per cent. of the Company's issued share capital prior to the Fundraising. The Issue Price of 0.5 pence per New Ordinary Share represents a discount of approximately 33.42 per cent. to the closing mid-market price of 0.751 pence per Ordinary Share on 23 April 2020, being the last trading day immediately preceding the date of this announcement. The New Ordinary Shares, when issued, will be 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 such New Ordinary Shares after the date of their admission to trading on AIM.

Commenting on the Placing, Mark Nichols, CEO of Xeros, said:

"This placing brings the total raised in the last 6 months to £10.7 million providing Xeros the funding required to execute its current contracts and agreements and also to add to these in other targeted geographies. The fundraising follows the Company's migration over the course of the last 18 months to a pure-play licensing business targeting high margin royalty income from a low cost base.

The support of our existing and new investors is greatly valued and appreciated and directly enables major improvements in the sustainability of the global scale industries within which we operate."

General Meeting and Shareholder Approval

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

1. by way of ordinary resolution to give the Directors authority to allot the New Ordinary Shares; and
2. by way of a special resolution to dis-apply statutory pre-emption rights in respect thereof.

The authorities referred to above are in addition to the Company's existing general shareholder authorities to allot Ordinary Shares for cash on a non-pre-emptive basis.

In order to obtain the necessary shareholder approval, a General Meeting is to be held at two places being the offices of Squire Patton Boggs (UK) LLP at 7 Devonshire Square, London EC2M 4YH and 6 Wellington Place, Leeds LS1 4AP at 10.00 a.m. on 13 May 2020 at which the Resolutions will be proposed. A Circular containing a notice of General Meeting will be sent to shareholders on 27 April 2020. The shareholder Circular and notice of General Meeting will be made available on the Company's website at www.xerostech.com.

 

Expected Timetable of Principal Events

Placing and General Meeting

 

Announcement of Placing	24 April 2020
Announcement of the PrimaryBid Offer	24 April 2020
PrimaryBid Offer opens from	1 1:01 a.m. on 24 April 2020
PrimaryBid Offer closes at	3:30 p.m. on 24 April 2020
Posting of the Circular and the Forms of Proxy	27 April 2020
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting	10:00 a.m. on 11 May 2020
Trade Date in respect of the Placing	12 May 2020
General Meeting	10:00 a.m. on 13 May 2020
Settlement Date in respect of the Placing	14 May 2020
Admission of New Ordinary Shares and commencement of dealings on AIM	08:00 a.m. 14 May 2020

 

Enquiries:

 

Xeros Technology Group plc	www.xerostech.com Tel: 0114 321 6328
Mark Nichols, CEO Paul Denney, CFO
finnCap	www.finncap.com +44 (0) 20 7220 0500
Julian Blunt, Teddy Whiley (Corporate Finance) Andrew Burdis, Sunila de Silva (ECM)

Notes for editors:

About Xeros Technology Group plc

Xeros Technology Group plc is a platform technology Group that is transforming water intensive industrial and commercial processes.

Xeros' patented XOrbTM technology significantly reduces the amount of water used in the washing or dyeing of soft substrates such as garments and fabrics. They enable the remaining water to become far more efficient and effective in either affixing or removing molecules, the result being improvements in economic, operational, product and sustainability outcomes. The Group is applying its technology in the fields of cleaning, tanning and textiles.

Xeros' XDrumTM technology is a patented, simple, low cost machine drum design which enables XOrbs to be introduced into and subsequently removed from process cycles in Xeros' chosen markets. The design enables rotating drum machine Original Equipment Manufacturers ("OEMs") in the fields of garment manufacture and cleaning, the ability to make simple and low-cost changes in their production lines to incorporate the Company's XOrb technology.

The Group has signed multiple agreements to develop and license its XDrum and XOrb products in major commercial and domestic markets.

XFiltraTM is a patented in-machine filtration technology which is designed to prevent harmful micro-plastics generated by washing cycles from being released into the aquacycle. Plastics released from synthetic clothing during washing cycles is one of the single largest sources of primary micro-plastic pollution.

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