PROPOSED ACQUISITION OF XP POWER LIMITED
DEALINGS DISCLOSURE
1. INTRODUCTION
J. P. Morgan Securities Asia Private Limited ("JPM") refers to the non-binding cash proposal (the "Proposal") by Advanced Energy Industries, Inc. (the "Offeror"), to acquire the entire share capital of XP Power Limited (the "Company") for a cash consideration of £19.50 per share, as announced on 21 May 2024 (the "Announcement").
As stated in the Announcement, JPM, together with The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, are the joint financial advisers to the Offeror in respect of the Proposal.
All capitalised terms used and not defined herein shall have the same meanings given to them in the Joint Announcement.
2. DISCLOSURE OF DEALINGS
Pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers (the "Code") and the Practice Statement on the Exemption of Connected Fund Managers and Principal Traders under the Code, JPM wishes to announce the dealings by its associates in the relevant securities of the Company on 23 May 2024, details of which are set out in the Schedule hereto.
Issued by
J. P. Morgan Securities Asia Private Limited
24 May 2024
Singapore
Schedule
For Dealings in shares in the Company
| Date of Dealing | Name of Relevant Entity and (if different) name of the ultimate beneficial owner or controller | Description of Security | Nature of Transaction | Number of Shares | Price (GBP) | Highest and Lowest Prices Paid or Received (GBP) | Total Amount (Paid)/ | Resultant Total of Equivalent | % of Resultant Total of Equivalent shares | |||
| | | | Buy/Sell | Product Type | Nature of Dealing | | | Highest | Lowest | | | |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Riskless Principal | (1) | 16.46 | 16.46 | 16.32 | 16.46 | 44,967 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Riskless Principal | (1) | 16.34 | 16.46 | 16.32 | 16.34 | 44,966 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Riskless Principal | (1) | 16.42 | 16.46 | 16.32 | 16.42 | 44,965 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Riskless Principal | (1) | 16.46 | 16.46 | 16.32 | 16.46 | 44,964 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Riskless Principal | (1) | 16.40 | 16.46 | 16.32 | 16.40 | 44,963 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Riskless Principal | (1) | 16.32 | 16.46 | 16.32 | 16.32 | 44,962 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Riskless Principal | 6 | 16.40 | 16.40 | 16.40 | 98.39 | 44,968 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Riskless Principal | 90 | 15.76 | 15.76 | 15.76 | 1,418.58 | 45,058 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Riskless Principal | (90) | 15.76 | 15.76 | 15.76 | 1,418.58 | 44,968 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap Hedge | (30) | 16.60 | 16.60 | 16.60 | 498.00 | 44,938 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 581 | 16.45 | 16.45 | 16.45 | 9,555.91 | 45,519 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 143 | 15.66 | 15.66 | 15.66 | 2,239.38 | 45,662 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 44 | 16.30 | 16.30 | 16.30 | 717.20 | 45,706 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 1,310 | 16.18 | 16.18 | 16.18 | 21,196.41 | 47,016 | 0.20% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap Hedge | (1,163) | 15.94 | 15.94 | 15.94 | 18,534.06 | 45,853 | 0.19% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 699 | 16.20 | 16.20 | 16.20 | 11,325.91 | 46,552 | 0.20% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 54 | 15.78 | 15.78 | 15.78 | 852.12 | 46,606 | 0.20% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 22 | 15.90 | 15.90 | 15.90 | 349.86 | 46,628 | 0.20% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 96 | 15.94 | 15.94 | 15.94 | 1,529.96 | 46,724 | 0.20% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 1,317 | 15.76 | 15.76 | 15.76 | 20,756.92 | 48,041 | 0.20% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 727 | 15.66 | 15.66 | 15.66 | 11,384.82 | 48,768 | 0.21% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 40 | 15.72 | 15.72 | 15.72 | 628.80 | 48,808 | 0.21% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 199 | 16.42 | 16.42 | 16.42 | 3,268.50 | 49,007 | 0.21% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 89 | 16.44 | 16.44 | 16.44 | 1,463.02 | 49,096 | 0.21% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 799 | 16.04 | 16.04 | 16.04 | 12,813.06 | 49,895 | 0.21% |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap Hedge | 61 | 16.57 | 16.57 | 16.57 | 1,010.77 | 49,956 | 0.21% |
For Dealings in Derivatives
| Date of Dealing | Name of Relevant Entity and (if different) name of the ultimate beneficial owner or controller | Description of Security | Nature of Transaction | Number of Shares to which the Derivatives relate | Maturity (Date)/ (Period) | Closing Out Date (if applicable) | Reference Price (GBP) | Total Amount (Paid)/ | ||
| | | | Buy/Sell | Product Type | Nature of Dealing | | | | | |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (463) | 6-Jan-25 | - | 15.78 | 7,304.34 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (1,026) | 6-Jan-25 | - | 15.78 | 16,186.28 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (699) | 25-Jun-25 | - | 16.20 | 11,325.91 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap | 27 | 31-Jul-24 | - | 15.94 | 430.28 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap | 164 | 31-Jul-24 | - | 15.94 | 2,613.57 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap | 21 | 31-Jul-24 | - | 15.94 | 334.66 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap | 132 | 31-Jul-24 | - | 15.94 | 2,103.61 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Buy | Common Shares | Swap | 819 | 31-Jul-24 | - | 15.94 | 13,051.93 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (1,310) | 5-Oct-28 | - | 16.18 | 21,196.41 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (738) | 28-Apr-26 | - | 16.28 | 12,015.32 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (51) | 2-Jul-25 | - | 15.66 | 798.88 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (419) | 2-Jul-25 | - | 15.66 | 6,563.34 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (297) | 2-Jul-25 | - | 15.66 | 4,652.30 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (622) | 2-Nov-28 | - | 16.13 | 10,032.35 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (135) | 2-Nov-28 | - | 16.13 | 2,177.44 |
| 23-May-24 | J.P. MORGAN SECURITIES PLC (dealing as principal) | XP Power Limited | Sell | Common Shares | Swap | (391) | 2-Nov-28 | - | 16.23 | 6,345.56 |
For Securities Borrowing and Lending Transactions
| Date of Dealing | Name of Relevant Entity and (if different) name of the ultimate beneficial owner or controller | Description of Security | Nature of Transaction | Number of Shares | Price (GBP) | Highest and Lowest Prices Paid or Received (GBP) | Total Amount [Paid]/[Received] (GBP) | Resultant Total of Equivalent Shares owned or controlled by the associate and by investment accounts under the discretionary management of the associate | % of Resultant Total of Equivalent Shares | |||
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| BUY/ SELL | Product Type | Nature of Dealing | |
| Highest | Lowest |
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|
| 23May24 | JPMORGAN CHASE BANK, N.A. | XP Power Limited
| Borrow Return | N/A | Borrow Return | 7694 | N/A | N/A | N/A | N/A | Nil | Nil |
| 23May24 | JPMORGAN CHASE BANK, N.A. | XP Power Limited
| Borrow Return | N/A | Borrow Return | 2865 | N/A | N/A | N/A | N/A | Nil | Nil |
| 23May24 | JPMORGAN CHASE BANK, N.A. | XP Power Limited
| Borrow Return | N/A | Borrow Return | 589 | N/A | N/A | N/A | N/A | Nil | Nil |
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