THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF XEROS TECHNOLOGY GROUP PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Proposed Initial Fundraise of 171,847,501 New Ordinary Shares,
Proposed Follow-On Subscription of up to 114,285,714 New Ordinary Shares,
Proposed Retail Offer of up to 57,142,857 New Ordinary Shares,
Xeros Technology Group plc (AIM: XSG), the creator of technologies that reduce the impact of clothing on the planet, is pleased to announce an initial fundraise to raise £3.0 million (before fees and expenses) via a placing and initial subscription of 99,761,789 and 72,085,712 new ordinary shares respectively (the "Placing Shares" and "Initial Subscription Shares" respectively) of 0.1 pence each in the capital of the Company ("Ordinary Shares") each at an issue price of 1.75 pence per share (the "Issue Price") (the "Placing" and "Initial Subscription").
In addition to the Initial Subscription, the Company also announces that it seeks to raise up to a further £2.0 million by way of a follow-on subscription (the "Follow-On Subscription") for up to 114,285,714 New Ordinary Shares each at the Issue Price (the "Follow-On Subscription Shares"). The Follow-On Subscription will close on or around 26 November 2025. A further announcement will be made setting out the results of the Follow-On Subscription on or around 27 November 2025 (the Initial Subscription and Follow-On Subscription together the "Subscriptions").
Alongside the Placing and Subscriptions the Company intends to provide Shareholders who have not taken part in the Placing or Subscriptions with the opportunity to subscribe for up to 57,142,857 new Ordinary Shares (the "Retail Offer Shares"), to raise up to approximately £1.0 million (before expenses) at the Issue Price (the "Retail Offer") (the Placing, Subscriptions and Retail Offer together the "Fundraise", and the Placing Shares, Subscription Shares and the Retail Offer Shares together the "New Ordinary Shares"). A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and the Initial Subscription are not conditional upon the Follow-On Subscription or the Retail Offer. Completion of the Retail Offer and the Follow-On Subscription are conditional upon completion of the Placing. For the avoidance of doubt, the Retail Offer is not part of the Placing or Subscriptions however, in the event that the Retail Offer is not fully subscribed, any unsubscribed shares will be made available to satisfy the Follow-On Subscription to the extent the Follow-On Subscription is oversubscribed.
The Fundraise is conditional, inter alia, on the passing of the Resolutions at the General Meeting, expected to take place on 28 November 2025, and on the New Ordinary Shares being admitted to trading on AIM, expected to take place on or around 1 December 2025. The Placing will be conducted by way of an accelerated bookbuild ("ABB") which will be launched immediately following this announcement ("Announcement"), in accordance with the terms and conditions set out in the appendix to this Announcement.