XP Factory plc (LON:XPF), one of the UK’s pre-eminent experiential leisure businesses, announces the issue of ordinary shares in relation to the deferred earn-out consideration for the acquisition of Boom Battle Bars, as described in the Company’s announcement on 3 November 2021.
On 3 November 2021, XP Factory announced the proposed acquisition of Boom Battle Bars from MFT Capital Ltd for a total consideration of £17.38 million, consisting of an initial cash consideration of £9.88 million and deferred consideration to be satisfied through the issue of up to 25,000,000 Consideration Shares payable subject to an earn-out based on the performance of Boom Battle Bars in the financial year ending 31 December 2022 meeting a combination of turnover and site roll-out targets. The number of Consideration Shares to be issued is subject to a sliding scale based on the extent to which the targets are met. Further details in relation to these targets are set out in the Acquisition Announcement.
XP Factory is pleased to announce that substantially all the conditions required to achieve the earn-out were achieved resulting in the issue of 23,924,420 Consideration Shares to MFT Capital, representing 95.7% of the maximum payout.
Application has been made to the London Stock Exchange for 23,924,420 new Ordinary Shares to be admitted to trading on AIM. It is anticipated that the new Ordinary Shares, which will rank pari passu in all respects with the existing Ordinary Shares, will be admitted to trading on AIM at 8.00 a.m. on 26 June 2023.
Total Voting Rights
Following Admission, the Company’s issued share capital will comprise 174,557,600 Ordinary Shares with voting rights. Shareholders should use this figure as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules. The Company does not hold any shares in treasury.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meaning as in the Acquisition Announcement.
