Administrative rectification of subsidiary divi...

13 May 2022

XP Power Limited (the "Company")

Administrative rectification of subsidiary dividends

The Company announces that its wholly-owned subsidiary, XP Power plc, has undertaken certain actions to rectify the payment of certain historic intra-group dividends paid by it to the Company (the “Relevant Distributions”) resulting in certain technical breaches of the Companies Act 2006.

The Company is aware that certain dividend payments in the period between 2012 and 2021 (the “Period”), had been paid by XP Power plc to its parent company, XP Power Limited. Whilst the respective interim financial accounts had been compiled and reviewed by the Board and showed sufficient distributable profits to justify the Relevant Distributions, they were not filed at Companies House, resulting in a technical breach of the Companies Act 2006. In each impacted year during the Period, the Company confirms that sufficient distributable reserves were available in XP Power Limited for onward distribution to shareholders without relying on the Relevant Distributions.

Consequently, the Company, as XP Power plc’s sole shareholder, has passed certain resolutions to ratify and confirm the payment of the Relevant Distributions and approve the appropriation of distributable reserves of XP Power plc in respect of the Relevant Distributions and the entry by XP Power plc into deeds of release to:

(i)	waive any and all claims which it has, or may have, in respect of the payment of the Relevant Distributions against the Company, as its sole shareholder and recipient of the Relevant Distributions (the “Shareholder Deed of Release”); and
(ii)	waive any and all claims which it has, or may have, in respect of the payment of the Relevant Distributions against certain current and former directors of XP Power plc (the “Director Deed of Release”).

As certain current and former directors of XP Power plc who are beneficiaries of the Director Deed of Release are ‘related parties’ of the Company for the purposes of Listing Rule 11.1.4R, the entry into the Director Deed of Release (for no consideration) by XP Power plc, in respect of dividend payments amounting to an aggregate of £2.8 million, constitutes a 'smaller related party transaction' for the purposes of Listing Rule 11.1.10R.

-Ends-

Enquiries:

XP Power

Gavin Griggs, Chief Executive Officer  [phone]

Oskar Zahn, Chief Financial Officer  [phone]

Citigate Dewe Rogerson

Kevin Smith/Jos Bieneman    [phone]