PR Newswire
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
SG9999003735
Issuer Name
XP Power Ltd
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Ameriprise Financial, Inc.
City of registered office (if applicable)
Minneapolis
Country of registered office (if applicable)
United States
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
30-Apr-2025
6. Date on which Issuer notified
02-May-2025
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
4.930000
0.000000
4.930000
1377148
Position of previous notification (if applicable)
5.264000
0.011000
5.275000
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
SG9999003735
0
1377148
0.000000
4.930000
Sub Total 8.A
1377148
4.930000%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
Ameriprise Financial, Inc. (Chain One)
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
TAM UK International Holdings Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Threadneedle Holdings Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
TAM UK Holdings Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Threadneedle Asset Management Holdings Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
TC Financing Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Threadneedle Asset Management Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc. (Chain Two)
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Columbia Threadneedle Investments UK International Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Columbia Threadneedle (Europe) Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Columbia Threadneedle AM (Holdings) Plc
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Columbia Threadneedle Group (Holdings) Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Columbia Threadneedle Group (Management) Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Columbia Threadneedle Holdings Limited
0.000000
0.000000
0.000000%
Ameriprise Financial, Inc.
Columbia Threadneedle Management Limited
0.000000
0.000000
0.000000%
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Threadneedle Asset Management Limited is wholly owned by TC Financing Limited, which is itself wholly owned by Threadneedle Asset Management Holdings Limited, which is itself wholly owned by TAM UK Holdings Limited, which is itself wholly owned by Threadneedle Holdings Limited, which is itself wholly owned by TAM UK International Holdings Limited, which is itself wholly owned by Ameriprise Financial, Inc.Columbia Threadneedle Management Limited is wholly owned by Columbia Threadneedle Holdings Limited, which is wholly owned by Columbia Threadneedle Group (Management) Limited, which is wholly owned by Columbia Threadneedle Group (Holdings) Limited, which is wholly owned by Columbia Threadneedle AM (Holdings) Plc, which is wholly owned by Columbia Threadneedle (Europe) Limited, which is wholly owned by Columbia Threadneedle Investments UK International Limited, which is wholly owned by Ameriprise Financial, Inc.
12. Date of Completion
02-May-2025
13. Place Of Completion
Swindon, UK
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
SG9999003735
Issuer Name
XP Power Ltd
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Odyssean Investment Trust PLC
City of registered office (if applicable)
London
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
23-Apr-2025
6. Date on which Issuer notified
24-Apr-2025
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
10.561000
0.000000
10.561000
2950000
Position of previous notification (if applicable)
5.321000
0.000000
5.321000
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
SG9999003735
2950000
10.561000
Sub Total 8.A
2950000
10.561000%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
24-Apr-2025
13. Place Of Completion
London
24 April 2025
XP Power Limited
("XP Power" or "the Company")
Result of Annual General Meeting
The Annual General Meeting of XP Power Limited was held at 19 Tai Seng Avenue, #07-01, Singapore 534054 on 24 April 2025, commencing at 5.00 p.m. Singapore time. All of the resolutions were voted upon by poll and were approved by shareholders, with the exception of Resolution 13, the advisory vote on the Directors' Remuneration Report which was not passed.
The total number of ordinary shares in issue is 27,932,178 (excluding shares held in treasury). The results of the poll for each resolution are as follows:
Resolution number
Resolution description
In Favour
Against
Withheld
Votes
%age
Votes
%age
Votes
1
To receive the reports and audited accounts for the year ended 31 December 2024
21,589,277
99.93%
14,163
0.07%
85,830
2
To re-elect Jamie Pike as a Director
16,827,562
77.80%
4,801,146
22.20%
60,562
3
To re-elect Gavin Griggs as a Director
17,993,090
84.51%
3,298,618
15.49%
397,562
4
To re-elect Pauline Lafferty as a Director
18,842,223
87.12%
2,785,735
12.88%
61,312
5
To re-elect Matt Webb as a Director
18,959,090
87.66%
2,669,618
12.34%
60,562
6
To re-elect Andy Sng as a Director
18,958,340
87.65%
2,670,368
12.35%
60,562
7
To re-elect Amina Hamidi as a Director
18,958,340
87.66%
2,669,618
12.34%
61,312
8
To re-elect Sandra Breene as a Director
18,958,317
87.66%
2,669,641
12.34%
61,312
9
To re-elect Polly Williams as a Director
18,932,081
87.54%
2,695,877
12.46%
61,312
10
To re-elect Daniel Shook as a Director
21,586,967
99.81%
40,991
0.19%
61,312
11
To reappoint PwC LLP as Auditor of the Company
21,382,151
99.11%
191,479
0.89%
115,640
12
To authorise the Directors to determine the Auditor's remuneration
21,622,708
99.70%
66,057
0.30%
505
13
To receive and adopt the Directors' Remuneration Report for the year ended 31 December 2024
9,751,317
48.38%
10,404,802
51.62%
1,533,151
14
To approve the Directors' fees of up to £600,000
21,611,311
99.64%
77,355
0.36%
604
15
To authorise the Directors to allot shares up to two thirds of the Company's issued share capital
16,233,097
74.85%
5,455,668
25.15%
505
16
To authorise the Directors to allot ordinary shares on a non pre-emptive basis
21,511,497
99.18%
177,268
0.82%
505
17
To authorise the Directors to allot ordinary shares on a non pre-emptive basis for acquisitions or capital investments
20,532,251
94.67%
1,156,514
5.33%
505
18
To authorise the Company to purchase its own shares
21,614,377
99.93%
14,388
0.07%
60,505
Whilst the Board is pleased that all other resolutions were passed with large majorities, the Board notes that Resolution 2, the re-appointment of Jamie Pike was passed with 22.20% of votes cast against, Resolution 13, the advisory vote on the Remuneration Report was not passed with 51.62% of votes cast against and Resolution 15, the authority for the Directors to allot shares up to two thirds of the Company's issued share capital was passed with 25.15% of votes cast against. The Company takes the outcome of shareholder votes extremely seriously and will engage with shareholders to fully understand their concerns in relation to the number of votes recorded not in favour of resolutions 2, 13 and 15 to ensure their feedback continues to inform the Company's approach to governance and remuneration matters. An update on the engagement with shareholders and on any action taken as a result, will be published within six months of today's AGM, in accordance with the UK Corporate Governance Code.
Notes:
Resolutions 1 to 12 and 14 to 15 (inclusive) were passed as ordinary resolutions and resolution 13 was not passed as an ordinary resolution. Resolutions 16 to 18 (inclusive) were passed as special resolutions. The full text of the resolutions is set out in the Notice of Annual General Meeting, a copy of which is on the Company's website https://corporate.xppower.com/investors/general-meetings and has also been made available for inspection through the National Storage Mechanism which can be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism The total votes cast amounted to 21,688,765, representing 77.65 per cent. of the Company's issued share capital (excluding shares held in treasury). Any proxy appointments which gave discretion to the Chairman have been included in the "Votes In Favour" total. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion for the "Votes In Favour" and "Votes Against" a resolution.
Enquiries:
XP Power
Ruth Cartwright, Company Secretary
+44 (0)118 984 5515
CDR
Kevin Smith/Lucy Gibbs
+44 (0)207 638 9571
24 April 2025
XP Power Limited
(`XP Power' or `the Group')
Q1 2025 Trading Update
Improved order intake and continued healthy cash generation
XP Power, one of the world's leading developers and manufacturers of critical power control components to the electronics industry, is today issuing a trading update for the first quarter ended 31 March 2025.
Trading
Q1
2025
Q1
2024
Change
Change in constant currency
Order intake (£m)
57.4
43.7
31%
30%
Revenue (£m)
53.8
64.6
(17)%
(18)%
Book-to-bill
1.07x
0.68x
0.39x
Quarterly performance
Q2
2024
Q3
2024
Q4
2024
Q1
2025
Order intake (£m)
44.2
48.8
44.9
57.4
% change vs prior year - constant currency
(17)%
11%
(2)%
30%
Revenue (£m)
62.5
60.2
60.0
53.8
% change vs prior year - constant currency
(22)%
(19)%
(22)%
(18)%
Book-to-bill
0.70x
0.81x
0.75x
1.07x
Q1 order intake was £57.4m. This is 23% higher than preceding quarter and 30% higher than the comparative period in constant currency. The Group saw a further improvement in demand from the Semiconductor Manufacturing Equipment sector and growth in both the Industrial Technology and Healthcare sectors as inventory in the sales channel moves closer to equilibrium. Some customers brought forward orders previously scheduled for Q2 in response to improving prospects.
Q1 revenue was £53.8m. This was 13% lower than the preceding quarter and 18% lower than the comparative period in constant currency. The reduction was as expected and includes the impact of the previously announced exit from China's Semiconductor Manufacturing Equipment market.
Our order book at the end of the quarter was £124.0m.
Financial Position
Net debt as of 31 March 2025 was £65.4m, £28.1m lower than as of 31 December 2024. Operating cash generation continues to be healthy, with inventory reducing by a further £5.3m to £65.8m. The closing borrowing position also reflects the recent £40m share placing and a surety bond payment for plaintiff's legal fees and interest in the Comet legal case, as previously announced.
Tariffs
US sales of imported products account for c.30% of Group revenue, of which c.20% is imported from Vietnam, c.3% from China and the balance from other Asian countries. Tariffs are calculated with reference to product cost. US sales of domestically manufactured products account for a further c.25% of Group revenue.
The US power supply market is heavily reliant on overseas production, particularly from Asia. Our products are "designed in" to our customers' equipment, with multi-year product life cycles. Power supplies represent a small proportion of the cost of the customers' products and switching supplier is expensive and time-consuming. US tariffs on Chinese imports introduced in 2018 were passed through the supply chain.
We continue to monitor global tariff proposals closely and will respond accordingly. Whilst they may create some short-term market uncertainty, we do not believe they will impact our competitive position.
Outlook
We are encouraged by the improvement in Q1 order intake. Demand from the Semiconductor Manufacturing Equipment sector increased and we were pleased to see some customers in the Industrial Technology and Healthcare sectors placing orders earlier than expected as channel inventory normalises.
However, we remain mindful of geopolitical uncertainty. It is too early to tell what impact, if any, tariffs will have on our markets in the short-term, albeit we do not believe they will impact our competitive position. The range of potential outcomes for 2025 remains wide.
The Board remains confident in the Group's long-term prospects. We have leading positions in attractive end markets and have a strong pipeline of both new products and new business, supporting medium-term growth. This should deliver significant performance improvement when markets recover.
Enquiries:
XP Power
Gavin Griggs, Chief Executive Officer
+44 (0)118 984 5515
Matt Webb, Chief Financial Officer
+44 (0)118 984 5515
CDR
Kevin Smith/Lucy Gibbs
+44 (0)207 638 9571
XP Power designs and manufactures power controllers, essential hardware components in all electrical equipment that converts power from the electricity grid into the correct form for equipment to function. Power controllers are critical for optimal delivery in challenging environments but are a small part of the overall customer product cost.
XP Power designs power control solutions into the end products of major blue-chip OEMs, with a focus on the Semiconductor Manufacturing Equipment (circa 38% of sales), Industrial Technology (circa 38% of sales) and Healthcare (circa 24% sales) sectors. Once designed into a programme, XP Power has a revenue annuity over the life cycle of the customer's product which is typically five to seven years depending on the industry sector. XP Power has invested in research and development and its own manufacturing facilities in Vietnam, China, North America and Germany, to develop a range of tailored products based on its own intellectual property that provide its customers with significantly improved functionality and efficiency.
Headquartered in Singapore and listed on the Main Market of the London Stock Exchange since 2000, XP Power is a constituent of the FTSE SmallCap Index. XP Power serves a global blue-chip customer base from over 30 locations in Europe, North America, and Asia.
For further information, please visit www.xppowerplc.com
Forward-looking statements
This announcement contains forward-looking statements that are subject to risk factors associated with, among other things, the economic and business circumstances occurring from time to time in the countries, sectors and markets in which the Group operates. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a wide range of variables which could cause actual results to differ materially from those currently anticipated. No assurances can be given that the forward-looking statements in this announcement will be realised.
The forward-looking statements reflect the knowledge and information available to management at the date of preparation of this announcement. XP Power and its Directors accept no responsibility to third parties and undertake no obligation to update these forward-looking statements. Nothing in this announcement should be construed as a profit forecast.
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
SG9999003735
Issuer Name
XP Power Ltd
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Aberforth Partners LLP
City of registered office (if applicable)
Edinburgh
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
Name
City of registered office
Country of registered office
Nortrust Nominees Ltd
London
United Kingdom
5. Date on which the threshold was crossed or reached
17-Apr-2025
6. Date on which Issuer notified
22-Apr-2025
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
10.080000
0.000000
10.080000
2814839
Position of previous notification (if applicable)
5.210000
0.000000
5.210000
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
SG9999003735
0
2814839
0.000000
10.080000
Sub Total 8.A
2814839
10.080000%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
22-Apr-2025
13. Place Of Completion
Edinburgh, UK
1 April 2025
XP Power Limited
("XP Power" or "the Company")
Total Voting Rights
In fulfilment of its obligations under DTR 5.6.1 R, XP Power notifies the market that, on 31 March 2025, the share capital of the Company consisted of 27,932,178 ordinary shares of 1 pence each ("Ordinary Shares") and a further 7,500 Ordinary Shares held in Treasury.
Therefore, the total number of voting rights in the Company is 27,932,178. This figure should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Enquiries:
XP Power
Ruth Cartwright, Company Secretary
+44 (0)118 984 5515
Citigate Dewe Rogerson
Kevin Smith/Lucy Gibbs
+44 (0)207 638 9571
20 March 2025
XP Power Limited("XP Power" or "the Company")
Annual Financial Report and Notice of Annual General Meeting
XP Power announced its Annual Results for the year ended 31 December 2024 (the "Annual Results Announcement") on 4 March 2025. Further to the Annual Results Announcement, the Company is pleased to confirm that it has today published and (where applicable) posted to shareholders the Annual Report and Accounts for the year ended 31 December 2024 (the "2024 Annual Report"), and the Notice of the 2025 Annual General Meeting (the "AGM Notice").
In compliance with DTR 6.3.5(3)R, the 2024 Annual Report and AGM Notice are available to view on the Company's investors' website at https://corporate.xppower.com/.
In accordance with UK Listing Rule 6.4.1 a copy of each of these documents has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
XP Power
Ruth Cartwright, Company Secretary
+44 (0)118 984 5515
Citigate Dewe Rogerson
Kevin Smith/Lucy Gibbs
+44 (0)207 638 9571
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
SG9999003735
Issuer Name
XP Power Ltd
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Steel Connect Sub LLC
City of registered office (if applicable)
New York
Country of registered office (if applicable)
United States
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
06-Mar-2025
6. Date on which Issuer notified
11-Mar-2025
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
7.571800
0.000000
7.571800
2114957
Position of previous notification (if applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
SG9999003735
2114957
7.571800
Sub Total 8.A
2114957
7.571800%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
Warren G. Lichtenstein
Steel Connect Sub LLC
7.571800
7.571800%
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Warren G. Lichtenstein: as a result of his direct and indirect holdings of common units in Steel Partners Holdings L.P. and other trust and proxy arrangements over common units in Steel Partners Holdings L.P., Mr Lichtenstein is assumed (for the purpose of DTR5 only) as being the ultimate controlling person. Chain of controlled undertakings:Steel Partners Holdings GP Inc. (the general partner of Steel Partners Holdings L.P., the managing member of SPH Group LLC and the manager of SPH Group Holdings LLC, and 100% owned by Steel Partners Holdings L.P.)Steel Partners Holdings L.P.The following entities are directly or indirectly 100% owned by Steel Partners Holdings L.P. (ignoring holdings of certain of these entities in parent companies)SPH Group LLC SPH Group Holdings LLC Steel Excel Inc. Handy & Harman Ltd. Handy & Harman Group Ltd. Handy & Harman Steel Connect LLC Steel Connect Sub LLC
12. Date of Completion
11-Mar-2025
13. Place Of Completion
United Kingdom
GENERAL CORRECTION
The following amendments have been made to the 'Holding(s) in Company' announcement released on 5 March 2025 at 14:37.
The date on which the threshold was crossed in box 5 has been updated from 05-Mar-2025 to 07-Mar-2025 and the % of voting rights attached to shares in issuer in boxes 7 and 8A has been updated from 11.206530% to 9.501240%.
All other details remain unchanged. The full amended text is shown below.
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
SG9999003735
Issuer Name
XP Power Ltd
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Van Lanschot Kempen Investment Management NV
City of registered office (if applicable)
Amsterdam
Country of registered office (if applicable)
Netherlands
4. Details of the shareholder
Name
City of registered office
Country of registered office
Kempen Oranje Participaties N.V
Amsterdam
Netherlands
5. Date on which the threshold was crossed or reached
07-Mar-2025
6. Date on which Issuer notified
07-Mar-2025
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
9.501240
0.000000
9.501240
2653905
Position of previous notification (if applicable)
6.030000
0.000000
6.030000
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
SG9999003735
2653905
9.501240
Sub Total 8.A
2653905
9.501240%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
07-Mar-2005
13. Place Of Completion
Amsterdam
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
SG9999003735
Issuer Name
XP Power Ltd
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An event changing the breakdown of voting rights
3. Details of person subject to the notification obligation
Name
Montanaro Asset Management Limited
City of registered office (if applicable)
London
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
06-Mar-2025
6. Date on which Issuer notified
06-Mar-2025
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
4.710000
0.000000
4.710000
1315000
Position of previous notification (if applicable)
5.810000
0.000000
5.810000
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
SG9999003735
1315000
4.710000
Sub Total 8.A
1315000
4.710000%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
06-Mar-2025
13. Place Of Completion
London
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
SG9999003735
Issuer Name
XP Power Ltd
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
The Wellcome Trust Limited as trustee of The Wellcome Trust
City of registered office (if applicable)
London
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
06-Mar-2025
6. Date on which Issuer notified
06-Mar-2025
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
5.173700
0.000000
5.173700
1445137
Position of previous notification (if applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
SG9999003735
1445137
5.173700
Sub Total 8.A
1445137
5.173700%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
06-Mar-2025
13. Place Of Completion
London, UK
6 March 2025
XP Power Limited
(“XP Power” or “the Company”)
Grant of Restricted Share Plan, Long Term Incentive Plan and Deferred Bonus Plan awards
The Company announces that on 5 March 2025, Executive Directors of the Company, Gavin Griggs, Matt Webb and Andy Sng, were awarded nominal priced options over ordinary shares of 1 pence each in the Company (“Ordinary Shares”), under the XP Power Limited Restricted Share Plan 2020 (the “RSPs”) and the XP Power Limited Long Term Incentive Plan 2017 (the “LTIPs”). The RSPs are subject to a five-year vesting period, with no performance conditions attached. The vesting of the LTIPs, after five years, is conditional on meeting performance conditions measured at the end of a three-year period.
Awards were further granted on 5 March 2025 to the Executive Directors of the Company under the XP Power Limited Deferred Bonus Plan 2017 (the “DBP”). These awards relate to the compulsory deferral into share awards of 50% of their earned FY24 bonus, which vest after two years. Full details of the FY24 bonus outcome will be set out in the FY24 Annual Report.
The closing mid-market quotation on the day prior to the date of grant used to calculate the number of options granted under the LTIP, RSP and DBP, was £9.70.
All awards were made in accordance with the approved Directors’ Remuneration Policy.
The notification below, made in accordance with the requirements of the UK Market Abuse Regulation, gives further details.
1
Details of the person discharging managerial responsibilities
a)
Name
Gavin Griggs
2
Reason for the notification
a)
Position/status
Chief Executive Officer (PDMR)
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
XP POWER LIMITED
b)
LEI
213800I7RWQ3FV72EZ26
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary shares of £0.01 each (“Ordinary Shares”)
SG9999003735
b)
Nature of the transaction
1)
Award of nominal value options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020. The vesting of the award after five years is not subject to performance conditions. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
2)
Award of nominal value options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential vesting of the award after five years is subject to the achievement of performance conditions assessed at the end of a three-year period. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
3)
Grant of nil cost share option award over Ordinary Shares under the XP Power Limited Deferred Bonus Plan 2017. The vesting of the award after two years is not subject to performance conditions. There is no price payable on the grant, vesting or exercise of the option.
c)
Price(s) and volume(s)
Price(s)
Volume(s)
1) Nil
7,345
2) Nil
58,762
3) Nil
21,667
d)
Aggregated information
- Aggregated volume
- Price
87,774
Nil
e)
Date of the transaction
5 March 2025
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities
a)
Name
Matthew Webb
2
Reason for the notification
a)
Position/status
Chief Financial Officer (PDMR)
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
XP POWER LIMITED
b)
LEI
213800I7RWQ3FV72EZ26
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary shares of £0.01 each (“Ordinary Shares”)
SG9999003735
b)
Nature of the transaction
1)
Award of nominal value options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020. The vesting of the award after five years is not subject to performance conditions. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
2)
Award of nominal value options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential vesting of the award after five years, is subject to the achievement of performance conditions assessed at the end of a three-year period. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
3)
Grant of nil cost share option award over Ordinary Shares under the XP Power Limited Deferred Bonus Plan 2017. The vesting of the award after two years is not subject to performance conditions. There is no price payable on the grant, vesting or exercise of the option.
c)
Price(s) and volume(s)
Price(s)
Volume(s)
1) Nil
5,670
2) Nil
45,360
3) Nil
13,834
d)
Aggregated information
- Aggregated volume
- Price
64,864
Nil
e)
Date of the transaction
5 March 2025
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities
a)
Name
Andy Sng
2
Reason for the notification
a)
Position/status
Executive Vice President, Asia (PDMR)
b)
Initial notification /Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
XP POWER LIMITED
b)
LEI
213800I7RWQ3FV72EZ26
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary shares of £0.01 each (“Ordinary Shares”)
SG9999003735
b)
Nature of the transaction
1)
Award of nominal value options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020. The vesting of the award after five years is not subject to performance conditions. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
2)
Award of nominal value options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential vesting of the award after five years, is subject to the achievement of performance conditions assessed at the end of a three-year period. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
3)
Grant of nil cost share option award over Ordinary Shares under the XP Power Limited Deferred Bonus Plan 2017. The vesting of the award after two years is not subject to performance conditions. There is no price payable on the grant, vesting or exercise of the option.
c)
Price(s) and volume(s)
Price(s)
Volume(s)
1) Nil
2,889
2) Nil
14,449
3) Nil
5,787
d)
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
SG9999003735
Issuer Name
XP Power Ltd
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Van Lanschot Kempen Investment Management NV
City of registered office (if applicable)
Amsterdam
Country of registered office (if applicable)
Netherlands
4. Details of the shareholder
Name
City of registered office
Country of registered office
Kempen Oranje Participaties N.V
Amsterdam
Netherlands
5. Date on which the threshold was crossed or reached
05-Mar-2025
6. Date on which Issuer notified
05-Mar-2025
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
11.206530
0.000000
11.206530
2653905
Position of previous notification (if applicable)
6.030000
0.000000
6.030000
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
SG9999003735
2653905
11.206530
Sub Total 8.A
2653905
11.206530%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
05-Mar-2025
13. Place Of Completion
Amsterdam
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", the "Company" and together with its subsidiary undertakings, the "Group")
Results of Retail Offer and Total Voting Rights
XP Power is pleased to announce the successful completion of the offer of new ordinary shares in the capital of the Company ("Ordinary Shares") to retail investors via the RetailBook platform announced earlier today (the "Retail Offer").
A total of 97,860 Retail Offer Shares have been placed at a price of 975 pence per Retail Offer Share (the "Offer Price"), raising gross proceeds of £1 million for the Company. The Offer Price of 975 pence per share represents a discount of approximately 5.2 per cent. to the closing price on 3 March 2025.
In aggregate, the Placing and Retail Offer raised gross proceeds of £41 million and the Placing Shares and Retail Offer Shares represent 17.7 per cent. of the existing issued share capital of the Company.
Admission and Settlement
Applications have been made for the Retail Offer Shares to be admitted to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. (London time) on 6 March 2025, and dealings in the Retail Offer Shares will commence at that time. The Retail 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.
The Retail Offer is conditional upon, amongst other things, Admission becoming effective and the completion of the Placing.
Total voting rights
Following completion of the Retail Offer and Placing at Admission, the Company will have 27,939,678 Ordinary Shares in issue of which 7,500 Ordinary Shares are held in treasury. Therefore, the Company hereby confirms that, following Admission, the total number of voting rights in the Company will be 27,932,178. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Capitalised terms used in this announcement have the meanings given to them in the Placing Announcement released earlier today, unless the context provides otherwise.
Enquiries:
XP Power Gavin Griggs, Chief Executive Officer Matt Webb, Chief Financial Officer
+44 (0)118 984 5515
Citigate Dewe Rogerson Kevin Smith / Lucy Gibbs
+44 (0)20 7638 9571
Pre-Emption Group Reporting
The Fundraise was a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
Name of Issuer
XP Power Limited
Transaction details
In aggregate, the Fundraise of 4,200,424 Offer Shares (comprising 4,102,564 Placing Shares and 97,860 Retail Offer Shares) represents approximately 17.7% of the Company's issued ordinary share capital. Settlement for the Offer Shares and Admission are expected to take place on or before 8.00 a.m. on 6 March 2025.
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. 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.
Quantum of proceeds
In aggregate, the Fundraise raised gross proceeds of approximately £41 million and net proceeds of approximately £40.1 million.
Discount
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 launch of the Fundraise.
Allocations
Soft pre-emption has been adhered to in the allocations process for the Placing. Management was involved in the allocations process, which has been carried out in compliance with the MiFID II Allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata interests, and wall-crossed accounts
.
Consultation
A pre-launch wall-crossing process was undertaken, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.
Retail Investors
The Fundraise included the Retail Offer, for a total of 97,680 Retail Offer Shares, via the RetailBook platform, alongside the Placing. Retail investors, who participated in the Retail Offer, were able to do so at the same Offer Price as all other investors participating in the Fundraise.
The Retail Offer was made available to existing shareholders and new retail investors in the UK. Investors were able to participate through the RetailBook platform.
Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, 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 Retail Offer Shares is being made in any such jurisdiction.
No action has been taken by the Company, or any of its respective affiliates, or any person acting on its or their behalf that would permit an offer of the Retail Offer Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Retail Offer 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 217/1129 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.
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.
This announcement has been issued by and is the sole responsibility of the Company.
This announcement does not constitute a recommendation concerning any investor’s investment decision with respect to the Retail Offer. 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 Retail Offer 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 Retail Offer 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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer 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.
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", the "Company" and together with its subsidiary undertakings, the "Group")
Results of Placing and PDMR Shareholdings
XP Power is pleased to announce the successful completion of the placing of new ordinary shares in the capital of the Company ("Ordinary Shares") announced earlier today (the "Placing").
A total of 4,102,564 Placing Shares, representing approximately 17.3 per cent. of the existing issued share capital of the Company, have been placed at a price of 975 pence per Placing Share (the "Placing Price"), raising gross proceeds of £40 million for the Company. The Placing Price of 975 pence per share represents a discount of approximately 5.2 per cent. to the closing price on 3 March 2025. Investec Bank plc ("Investec") acted as sole bookrunner to the Company in connection with the Placing.
A separate announcement will be made later today regarding the results of the Retail Offer and containing details of the total voting rights in the Company and the Pre-Emption Group post-transaction reporting.
Admission and Settlement
Applications have been made for the Placing Shares to be admitted to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission"). It is expected that settlement for the Placing Shares and Admission will take place at 8.00 a.m. (London time) on 6 March 2025, and that dealings in the Placing Shares will commence at that time. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the existing issued Ordinary Shares after Admission.
The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
Direct Subscription
For administrative purposes only, an institutional investor has agreed to subscribe for 1,651,282 Placing Shares (the "Direct Subscription Shares") directly from the Company, for a total amount of £16.1 million. The Direct Subscription Shares comprise part of the Placing but are not settlement underwritten.
Directors' and PDMRs' participation in the Placing
As part of the Placing, certain Directors, associated persons and senior management have agreed to subscribe for an aggregate of 19,542 Offer Shares at the Placing Price. Details of the Offer Shares for which the Directors and their associated persons have agreed to subscribe are displayed below:
Director and PDMR
Number of Ordinary Shares held before the Placing
Number of Offer Shares being subscribed for
Resultant shareholding following the Placing
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
Capitalised terms used in this announcement have the meanings given to them in the Placing Announcement released earlier today, unless the context provides otherwise.
Enquiries:
XP Power Gavin Griggs, Chief Executive Officer Matt Webb, Chief Financial Officer
+44 (0)118 984 5515
Investec Bank plc Sole Broker, Sole Bookrunner and Joint Financial Adviser to XP Power Carlton Nelson / Patrick Robb (Corporate Broking) Duncan Smith / Ben Griffiths (ECM)
+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 Kevin Smith / Lucy Gibbs
+44 (0)20 7638 9571
DIRECTOR / PDMR SHAREHOLDINGS
1.
Details of the person discharging managerial responsibilities/person closely associated
(a)
Name
Jamie Pike Gavin Griggs Matt Webb Polly Williams Pauline Lafferty Sandra Breene Alan Lamplough Amina Hamidi Daniel Shook2.
Reason for the notification
(a)
Position/status
Chairman Chief Executive Officer Chief Financial Officer Senior Independent Director Non-Executive Director Non-Executive Director PCA – husband of Sandra Breene NED Non-Executive Director Non-Executive Director
(b)
Initial notification/ Amendment
Initial notification
3.
Details of the issuer
(a)
Name
XP Power Limited
(b)
LEI
213800I7RWQ3FV72EZ26
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)
Description of the Financial Instrument
Ordinary shares of 1 pence each
(b)
Identification code of the Financial Instrument
SG9999003735
(c)
Nature of the transaction
Purchase of shares
(d)
Price(s) and volume(s)
Price(s)
Volume(s)
975p 975p 975p 975p 975p 975p 975p 975p 975p 5,128 3,077 4,139 652 261 1,026 131 2,051 3,077
(e)
Aggregated information
- Aggregated volume
- Price
19,542shares
975 pence
(f)
Date of the transaction
04 March 2024
(g)
Place of the transaction
London Stock Exchange
IMPORTANT NOTICES
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, 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 POSSESSI
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF XP POWER LIMITED.
4 March 2025
XP Power Limited
("XP Power" or the "Company" and together with its subsidiary undertakings, the "Group")
RetailBook Offer
XP Power announces a conditional retail offer of new Ordinary Shares via RetailBook; The Issue Price for the new Ordinary Shares is 975 pence per new Ordinary Share, representing a discount of 5.2 per cent to the closing price of the Company's existing Ordinary Shares on 3 March 2025; Investors can take part through RetailBook's partner network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation), which includes AJ Bell, Hargreaves Lansdown and interactive investor; Applications for new Ordinary Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts ("GIAs"); The RetailBook Offer is available to both existing shareholders and new investors; There is a minimum subscription of £50 per investor in the RetailBook Offer; No commission will be charged by RetailBook on applications to the RetailBook Offer.
The RetailBook Offer
XP Power (LON: XPP), the developer and manufacturer of critical power control solutions to the electronics industry is pleased to announce a conditional retail offer of new ordinary shares in the capital of the Company ("Ordinary Shares") via RetailBook (the "RetailBook Offer") at an issue price of 975 pence per new Ordinary Share (the "Issue Price"), being a discount of 5.2 per cent to the closing price of the Company's existing Ordinary Shares on 3 March 2025. The Company is also conducting a placing of new Ordinary Shares to institutional investors by way of an accelerated bookbuilding process (the "Placing" and together with the RetailBook Offer, the "Fundraise") as announced by the Company earlier today. For the avoidance of doubt, the RetailBook Offer is not part of the Placing.
The RetailBook Offer is conditional on the new Ordinary Shares to be issued pursuant to the RetailBook Offer and the Placing being admitted to listing in the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority and admitted to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). Admission is expected to take place at 8:00 a.m. on 6 March 2025.
The RetailBook Offer will not be completed without the Placing also being completed.
The Company will use the gross proceeds of the Fundraise to strengthen the balance sheet, providing additional financial flexibility, and complete the build and fit out of the Group's Malaysia facility.
Reason for the RetailBook Offer
The Company values its retail shareholder base and believes that it is in the best interests of shareholders as well as wider stakeholders, to provide retail investors in the United Kingdom, the opportunity to participate in the RetailBook Offer in line with the Pre-Emption Group guidelines.
The RetailBook Offer is open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The RetailBook Offer is expected to close at 12:00 p.m. on 4 March 2025 and may close earlier at the discretion of the Company or if it is oversubscribed.
Investors can participate through RetailBook's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. Participating partners include:
AJ Bell;
Hargreaves Lansdown; and
interactive investor.
Applications for new Ordinary Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges.
The new Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
Brokers wishing to offer their customers access to the RetailBook Offer and future RetailBook transactions, should contact partners@retailbook.com. Retail investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/sign-up-new.
Eligibility for the RetailBook Offer
The RetailBook Offer is available to new and existing shareholders of the Company. To be eligible to participate in the RetailBook Offer, applicants must be a customer of a participating partner.
Eligible investors wishing to subscribe for new Ordinary Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the RetailBook Offer.
Some partners may only accept applications from existing shareholders and/or existing customers.
There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the RetailBook Offer.
The Company reserves the right to scale back any order under the RetailBook Offer at its discretion. The Company reserves the right to reject any application for subscription under the RetailBook Offer without giving any reason for such rejection.
It is a term of the RetailBook Offer that the aggregate value of the shares available for subscription at the Issue Price pursuant to the RetailBook Offer does not exceed £2 million.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can go down as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than the amount originally invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Enquiries
XP Power Limited
Gavin Griggs, Chief Executive Officer
Matt Webb, Chief Financial Officer
+44 (0)118 984 5515
Retail Book Limited
Aaqib Mirza / Michael Ward
capitalmarkets@retailbook.com
Citigate Dewe Rogerson, PR adviser
Kevin Smith / Lucy Gibbs
+44 (0)20 7638 9571
Further information on the Company can be found on its website at https://corporate.xppower.com/
Important Notices
This announcement has been prepared by, and is the sole responsibility of, the Company.
It is a term of the RetailBook Offer that the total value of the new Ordinary Shares available for subscription at the Issue Price under (i) the RetailBook Offer; and (ii) any other offer to the public in the United Kingdom falling within section 86(4) of FSMA, does not (in aggregate) exceed the equivalent of €8 million. The RetailBook Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) and 86(4) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The RetailBook Offer is not being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the RetailBook Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The new Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the new Ordinary Shares is being made in the United States. The new Ordinary Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for new Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
RetailBook is a proprietary technology platform owned and operated by Retail Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG). Retail Book Limited ("RetailBook") is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FRN 994238).
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Retail Book expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of RetailBook or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. RetailBook and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
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. The new Ordinary Shares to be issued or sold pursuant to the RetailBook Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
No other documents or materials are incorporated into, or form part of this financial promotion and RetailBook has not carried out any verification or due diligence in respect of any such other documents.
END
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:
a non-pre-emptive placing of new ordinary shares in the Company (the "Placing Shares") to raise gross proceeds of up to £40 million (the "Placing") at a fixed price of 975 pence per Placing Share (the "Offer Price"); and a separate offer made by the Company via the RetailBook platform to raise gross proceeds of up to £2 million (the "Retail Offer" and together with the Placing, the "Fundraise"), to provide retail investors in the United Kingdom with an opportunity to subscribe for new ordinary shares in the Company (the "Retail Offer Shares" and together with the Placing Shares, the "Offer Shares") at the Offer Price.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
Against a difficult market backdrop characterised by slowness and ongoing destocking, XP Power announced in its preliminary FY24 results earlier today that it is profitable and highly cash generative in unprecedented market conditions on the back of a full pipeline of new products, underlying production efficiency gains, and improved working capital efficiency: 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%
XP Power is well positioned for progress as the markets in which it operates recover, with a healthy pipeline of new products, with 25 scheduled for launch in 2025, and strong growth in new business wins to record levels with good ongoing conversion However, there remains a wide range of full-year financial outcomes for FY2025, reflecting the uncertainty as to the timing and scale of the market recovery, which is expected to be heavily weighted to the second half of the year In addition, as announced on 30 January 2025, the Group was found liable for the plaintiff’s legal fees and pre-judgement interest of c. $19 million (£15.2 million) in relation to the US legal case with Comet, resulting in a £7 million increase in provision for costs; an appeal has been lodged and will likely be heard in mid-2025 To improve balance sheet resilience, XP Power today announces the proposed Fundraise to raise gross proceeds of up to £42 million; furthermore, XP Power’s syndicate banks have agreed to amend the covenants applicable to its borrowing facilities, providing further financial headroom The Group’s long-term prospects remain strong based on its focus on markets with attractive structural growth characteristics and significant barriers to entry, its broad portfolio of strong designed-in products across a wide range of customers, and industry leadership on sustainabilityOutlook 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 Gavin Griggs, Chief Executive Officer Matt Webb, Chief Financial Officer
+44 (0)118 984 5515
Investec Bank plc Sole Broker, Sole Bookrunner and Joint Financial Adviser to XP Power Carlton Nelson / Patrick Robb (Corporate Broking) Duncan Smith / Ben Griffiths (ECM)
+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 Kevin Smith / Lucy Gibbs
+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.
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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.
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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 relev
4 March 2025
XP Power Limited(‘XP Power’ or ‘the Group’ or ‘the Company’)
2024 Full Year Results
Delivering progress in a challenging market, significant long-term potential
Share Placing launched to prudently strengthen capital structure prior to market recovery
XP Power, one of the world's leading developers and manufacturers of critical power control solutions for the Semiconductor Manufacturing Equipment, Industrial Technology and Healthcare sectors, announces its annual results for the year ended 31 December 2024 (“2024” or “the year”).
Year ended 31 December
(£m unless otherwise stated)
2024
2023
Change
At actual exchange rates
In
constant currency
Order intake
181.6
208.8
(13)%
(10)%
Revenue
247.3
316.4
(22)%
(20)%
Book-to-bill
0.73x
0.66x
0.07x
Order book
122.3
192.0
Adjusted results1:
Gross margin
41.0%
41.5%
(50)bps
Operating profit
25.1
38.1
(34)%
(32)%
Profit before tax
13.8
26.6
(48)%
(46)%
Diluted earnings per share (pence)
42.9p
81.8p
(48)%
Operating cash flow
65.6
66.1
(1)%
Reported results:
Gross margin
39.2%
41.5%
(230)bps
Operating profit
3.6
24.5
(85)%
(Loss) / profit before tax
(7.7)
11.2
(169)%
Diluted loss per share (pence)
(40.4)p
(45.3)p
(10.8)%
Net Debt1
93.5
112.7
(17)%
Net Debt : Adjusted EBITDA1
2.3x
2.0x
1 Details of the adjustments made and reconciliations to the reported results can be found in Note 2 of the consolidated financial statements
Financial Highlights
Order intake of £181.6m: Encouraging growth in orders from the Semiconductor Manufacturing Equipment sector, up 37% on prior year in constant currency, with momentum building as the year progressed Destocking continued in the Industrial Technology and Healthcare sectors but with channel inventory moving closer to equilibrium
Revenue of £247.3m: 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 Record sales of High Voltage High Power (HVHP) products, supported by backlog clearance Market position and share maintained
Adjusted Operating Profit of £25.1m: Significant management actions to protect profitability in challenging conditions Adjusted Gross Margin of 41.0%, improving during the year due to cost savings and other efficiency measures Adjusted Operating Expenses 18% lower than the comparative period, with sources of long-term competitive advantage preserved
Adjusted Operating Cash Flow of £65.6m: Cash generation maximised in challenging market conditions Inventory reduced by a further £20.5m in the year to £71.1m Net debt reduced by £19.2m in the year to £93.5m, equal to 2.3x Adjusted EBITDA
Diluted loss per share of (40.4) pence and Adjusted Diluted Earnings Per Share of 42.9 pence.
Operational Highlights
Robust response to the current market slowdown: Rapidly right-sized the cost base to reflect market conditions Ringfenced resources necessary for long-term growth Inventory reduced and optimised, generating cash and shortening delivery lead times
Well positioned for progress as the market recovers: Healthy pipeline of new products, with 25 scheduled for launch in 2025 Record new business wins in the year, supporting medium-term growth Improved customer service and satisfaction levels Improved supply chain efficiency, supporting long-term gross margin recovery
Update on Comet Legal Action
As announced in January 2025, the Group was recently found liable for plaintiff’s legal fees and pre-judgement interest of c.$19m or £15.2m
Provision for costs increased accordingly by £7.0m to £51.4m as at 31 December 2024
Appeal likely to be heard in mid-2025
Share Placing / Funding Actions
Wide range of full year outcomes at this early stage of 2025, with uncertainty as to the timing and scale of market recovery, resulting in significant H2 weighting
£40m Share Placing (before costs) launched to proactively strengthen capital structure and prudently manage though current unprecedented market conditions and into the recovery. In the event of the expected market recovery, the Group will return any excess proceeds from the Placing to shareholders.
Gavin Griggs, Chief Executive Officer, commented:
“2024 was a mixed year. Importantly, our execution significantly improved, delivering greater operational efficiency, an upgraded supply chain capability, lower costs and substantial cash generation primarily driven by a reduction in working capital. We also maintained our focus on delivering our long-term strategy which is underlined by our healthy pipeline of new products and record new business wins. Despite the internal progress, market conditions were more challenging than expected. We continued to experience industry-wide customer destocking in the Industrial Technology and Healthcare sectors and a slow Semiconductor Manufacturing Equipment sector, albeit with an improvement in the second half.
At the start of 2025 we are seeing continued challenging market conditions and recent US trade restrictions are causing increased headwinds for sales to Semiconductor Manufacturing Equipment customers in China, which we expect to result in a sequentially weaker first half result. We expect demand to improve as the year progresses but the timing and scale of recovery remains hard to predict. This leads to a wide range of potential outcomes for 2025, with an expectation of a significant second half weighting. The relative lack of visibility has led the Board to prudently strengthen the balance sheet with a £40m share placing, providing additional financial headroom while the timing of the market recovery remains uncertain.
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.”
Enquiries:
XP Power
Gavin Griggs, Chief Executive Officer +44 (0)118 976 5155
Matt Webb, Chief Financial Officer +44 (0)118 976 5155
CDRKevin Smith/Lucy Gibbs +44 (0)20 7638 9571
An analyst meeting will be held at 10:15am GMT on 4 March 2025 at the offices of CDR, with refreshments served from 10:00am. 8th Floor, Holborn Gate, 26 Southampton Buildings, London, WC2A 1AN. To register to attend please email
30 January 2025
XP Power Limited
(`XP Power' or `the Group')
Re: Comet Legal Action - Judgement on legal fees and interest
XP Power, one of the world's leading developers and manufacturers of critical power control components to the electronics industry, announces an update on the US legal case with Comet Technologies USA Inc ("Comet") relating to legal fees and interest.
Yesterday the trial judge ruled that plaintiff's legal fees and pre-judgement interest of c.$19m in total are to be paid by the Group. While there was always a range of potential outcomes, this ruling was disappointing and has required us to reconsider our provision, increasing it by c.$10m to include pre and post judgement interest for the expected period until the appeal concludes. When the legal fees and interest are paid, Net Debt : Adjusted EBITDA is expected to increase by c.0.35x and on a pro-forma basis the 2024 year-end position is c.2.65x.
XP Power has already lodged documentation for an appeal against the original judgement and now plans to progress the appeal process. Further announcements will be made as appropriate.
Enquiries:
XP Power
Gavin Griggs, Chief Executive Officer
+44 (0)118 984 5515
Matt Webb, Chief Financial Officer
+44 (0)118 984 5515
Citigate Dewe Rogerson
Kevin Smith/Lucy Gibbs
+44 (0)207 638 9571
XP Power designs and manufactures power controllers, the essential hardware component in every piece of electrical equipment that converts power from the electricity grid into the right form for equipment to function. Power controllers are critical for optimal delivery in challenging environments but are a small part of the overall customer product cost.
XP Power typically designs power control solutions into the end products of major blue-chip OEMs, with a focus on Semiconductor Manufacturing Equipment (circa 38% of revenue in 2024), Healthcare (circa 24% revenue in 2024) and Industrial Technology (circa 38% of revenue in 2024) sectors. Once designed into a programme, XP Power has a revenue annuity over the life cycle of the customer's product which is typically five to seven years depending on the industry sector. XP Power has invested in research and development and its own manufacturing facilities in China, North America, and Vietnam, to develop a range of tailored products based on its own intellectual property that provide its customers with significantly improved functionality and efficiency.
Headquartered in Singapore and listed on the Main Market of the London Stock Exchange since 2000, XP Power is a constituent of the FTSE All Share Index. XP Power serves a global blue-chip customer base from over 30 locations in Europe, North America, and Asia.
For further information, please visit www.xppowerplc.com.
21 January 2025
XP Power Limited
(`XP Power' or `the Group')
Q4 and Full Year 2024 Trading Update
Performing well in challenging end markets, improved cash generation
XP Power, one of the world's leading developers and manufacturers of critical power control components to the electronics industry, is today issuing a trading update for the fourth quarter and year ended 31 December 2024.
Trading
2024
2023
Change
Change in constant currency
Q4
Order intake (£m)
44.9
48.4
(7)%
(2)%
Revenue (£m)
60.0
81.1
(26)%
(22)%
Book-to-bill
0.75x
0.60x
0.15x
Full Year
Order intake (£m)
181.6
208.8
(13)%
(10)%
Revenue (£m)
247.3
316.4
(22)%
(20)%
Book-to-bill
0.73x
0.66x
0.07x
Quarterly performance
Q1
2024
Q2
2024
Q3
2024
Q4
2024
Order intake (£m)
43.7
44.2
48.8
44.9
% change vs prior year - constant currency
(27)%
(17)%
11%
(2)%
Revenue (£m)
64.6
62.5
60.2
60.0
% change vs prior year - constant currency
(15)%
(22)%
(19)%
(22)%
Book-to-bill
0.68x
0.70x
0.81x
0.75x
Q4 revenue was similar to Q3 at £60.0m. Reported revenue continued to face a headwind from currency movements in Q4, but this has since begun to dissipate in early 2025. Sales into the Semiconductor Manufacturing Equipment sector in Q4 grew by 13% sequentially. Destocking continued in the Industrial Technology and Healthcare sectors, but with improving trends in order intake. In recent months we saw generally slower than expected demand from Asia, reflecting regional macro-economic conditions and some market hesitancy until global trade policies become clearer. Full year revenue of £247.3m was 20% lower than the prior year in constant currency.
Q4 order intake was £44.9m. Aggregate order intake from the Industrial Technology and Healthcare sectors grew sequentially with channel inventory moving closer to equilibrium. Order intake from the Semiconductor Manufacturing Equipment sector did not match a particularly strong Q3, with demand for High Voltage High Power products beginning to normalise after a strong period. Conditions are generally improving in the Semiconductor Manufacturing Equipment sector, particularly within our US customer base.
Our order book at the end of the year was £122.3m.
Financial Position
Operating cash generation remained strong throughout the second half, aided by tight control of working capital. Net debt at 31 December 2024 was £93.5m, £5.2m lower than at 30 September 2024 and compares to £112.7m at the end of 2023.
We estimate that Net Debt : Adjusted EBITDA at 31 December 2024 will be c.2.3x.
Outlook
The Group's Adjusted Operating Profit for 2024 is expected to be within the range of current analyst expectations*.
The Board is encouraged by signs that channel inventory is moving closer to equilibrium and by improving underlying conditions in the semiconductor industry but is also mindful of increased macro and geo-political headwinds in Asia. Whilst it is too soon to be definitive about prospects for 2025, these trends suggest our performance is likely to be weighted toward the second half.
The Board remains confident in the Group's long-term prospects. XP Power has leading positions in attractive end markets, has a strong pipeline of new product launches scheduled for 2025 and is winning record amounts of new business, supporting medium-term growth. This should deliver significant performance improvement when markets recover.
* Analyst expectations for Adjusted Operating Profit for the year ended 31 December 2024 are in the range of £25.1m to £27.6m
Enquiries:
XP Power
Gavin Griggs, Chief Executive Officer
+44 (0)118 984 5515
Matt Webb, Chief Financial Officer
+44 (0)118 984 5515
Citigate Dewe Rogerson
Kevin Smith/Lucy Gibbs
+44 (0)207 638 9571
XP Power designs and manufactures power controllers, the essential hardware component in every piece of electrical equipment that converts power from the electricity grid into the right form for equipment to function. Power controllers are critical for optimal delivery in challenging environments but are a small part of the overall customer product cost.
XP Power typically designs power control solutions into the end products of major blue-chip OEMs, with a focus on Semiconductor Manufacturing Equipment (circa 38% of revenue in 2024), Healthcare (circa 24% revenue in 2024) and Industrial Technology (circa 38% of revenue in 2024) sectors. Once designed into a programme, XP Power has a revenue annuity over the life cycle of the customer's product which is typically five to seven years depending on the industry sector. XP Power has invested in research and development and its own manufacturing facilities in China, North America, and Vietnam, to develop a range of tailored products based on its own intellectual property that provide its customers with significantly improved functionality and efficiency.
Headquartered in Singapore and listed on the Main Market of the London Stock Exchange since 2000, XP Power is a constituent of the FTSE All Share Index. XP Power serves a global blue-chip customer base from over 30 locations in Europe, North America, and Asia.
For further information, please visit www.xppowerplc.com.
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