XP Power Limited XPP

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

21 May 2024

XP POWER LIMITED (XP or the "Company")

Rejection of unsolicited approach

The board of XP Power Limited (the "Board") notes the recent announcement by Advanced Energy Industries Inc. (the "Advanced Energy") and confirms that it has received a series of highly conditional, opportunistic, indicative proposals from Advanced Energy.

The most recent proposal from Advanced Energy was at 1,950 pence per share and was received on 7 May 2024 for the entire issued and to be issued ordinary share capital of the Company (the "Indicative Proposal"). The Board considered the Indicative Proposal carefully, together with its financial adviser, Rothschild & Co, and unanimously concluded that the Indicative Proposal fundamentally undervalues the Company and its prospects. Accordingly, the Board unanimously rejected the Indicative Proposal on 13 May 2024.

The Board notes that trading for 2024 has been in line with its expectations.

The Company's shareholders are strongly advised to take no action in relation to the Indicative Proposal.

There can be no certainty either that an offer will be made nor as to the terms of any offer, if made. A further announcement will be made when appropriate.

Additional information

Any offer for the Company would not be subject to the jurisdiction of the UK Panel on Takeovers and Mergers which administers the City Code on Takeovers and Mergers.

The Company notes the statement by Advanced Energy that in consultation with the Council, Advanced Energy has undertaken to, by not later than 5.00 pm (London time) on June 18, 2024, to announce a firm intention to make an offer for the shares of XP in accordance with Rule 3.5 of the Singapore Takeover Code or announce that it does not intend to make an offer. This deadline can be extended with the consent of the Council, at the request of XP, taking into account all relevant factors, including (a) the status of negotiations between Advanced Energy and XP, and (b) the anticipated timetable for their completion.

In the event that Advanced Energy announces that it does not intend to make an offer for XP, Advanced Energy and any person acting in concert with it will be prevented from announcing an offer or possible offer for XP or taking certain other action for six months from the date of such announcement, except in the circumstances permitted by Note 1 on Rule 33.1 of the Singapore Takeover Code and specified in the announcement.

A copy of this announcement will be made available at https://www.xppower.com/resources?types=press_releases. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Enquiries

Further Information

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Investec, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and PRA in the United Kingdom, is acting exclusively as lead financial adviser to the Company and for no one else in connection with the subject matter of this announcement and will not be responsible to any person other than the Company for providing the protections afforded to clients of Investec, nor for providing advice in relation to the subject matter of this announcement, the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with this announcement, any statement contained herein or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

The directors of the Company (including those who may have delegated detailed supervision of this announcement) ("Directors") have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement are fair and accurate and that no material facts have been omitted from this announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information has been accurately extracted from such sources or, as the case may be, reflected or reproduced in this announcement.

Summary of Disclosure Requirements under the Singapore Takeover Code

Dealings by investors

Rule 8 of the UK Takeover Code does not apply to the Company, and the Singapore Code on Take-overs and Mergers (the "Singapore Takeover Code") does not require investors to make public disclosures of their positions or dealings in relevant securities of the parties to an offer, except dealings by parties to an offer or their associates. However, as the Company is admitted to trading on a regulated market in the United Kingdom, the vote holder and issuer notification rules set out in Chapter 5 of the Disclosure Guidance and Transparency Rules ("DTRs") apply to the Company, and will continue to apply to it irrespective of the commencement or duration of the offer period under the Singapore Takeover Code. Any person who is in doubt of his or her obligations under the DTRs is advised to obtain appropriate legal advice.

For the avoidance of doubt, as the Company is not listed on the Official List of the Singapore Exchange Securities Trading Limited, the provisions of the Securities and Futures Act, Chapter 289 of Singapore relating to disclosure of interests in securities do not apply to the Company.

Dealings by parties to an offer

Pursuant to Rule 12 of the Singapore Takeover Code, dealings in relevant securities of an offeree company during an offer period must be:

(i)                   publicly disclosed, if the dealing is by an offeror, the offeree company or any of their associates for their own accounts or for the account of their discretionary clients (see Rule 12.1 of the Singapore Takeover Code); and

(ii)                 privately disclosed to the Securities Industry Council of Singapore ("SIC"), if the dealing is by an offeror, the offeree company or any of their associates for the account of non-discretionary investment clients (other than the offeror, the offeree company and any of their associates) (see Rule 12.2 of the Singapore Takeover Code).

Where an offeror, the offeree company or any of their associates deal in relevant securities of an offeree company during an offer period only as brokerage agents for investment clients and not as principal, such dealings do not need to be disclosed, whether publicly or privately to the SIC (see Rule 12.3 of the Singapore Takeover Code).

Any disclosure of dealings which is required to be made pursuant to Rule 12 must be made no later than 12 noon on the dealing day following the date of the relevant dealing (see Note 4 on Rule 12 of the Singapore Takeover Code).

Any public disclosure of dealings in relevant securities must be made in writing via a Regulatory Information Service  and to the SIC (see Note 5(a) on Rule 12 of the Singapore Takeover Code).

A private disclosure of dealings in relevant securities must be made in writing to the SIC. The SIC has the right under the Singapore Takeover Code to make public such information when circumstances warrant it (see Note 5(b) on Rule 12 of the Singapore Takeover Code).

General

Further information on the Singapore Takeover Code is available on, and a copy of the Singapore Takeover Code is available for download from, the website of the SIC at www.mas.gov.sg/sic. Any person who is in any doubt about his or her obligations under the Singapore Takeover Code is advised to consult his or her professional advisers immediately.