XP Power Ltd Administrative rectification of subsidiary dividends

 
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

(END) Dow Jones Newswires

May 13, 2022 03:00 ET (07:00 GMT)

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