XP Power Ltd Administrative rectification of subsidiary dividends
May 13 2022 - 2:00AM
UK Regulatory
TIDMXPP
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 +44 (0)118 976 5155
Oskar Zahn, Chief Financial Officer +44 (0)118 976
5155
Citigate Dewe Rogerson
Kevin Smith/Jos Bieneman +44 (0)207
638 9571
END
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May 13, 2022 03:00 ET (07:00 GMT)
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