THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION
Cardiff, UK
14 March 2025
IQE plc
Closing of Convertible Loan
Note Financing
Director / PDMR Shareholding
Notification
IQE plc ("IQE" or "the Company"), a
leading supplier of compound semiconductor wafer products and
advanced material solutions to the global semiconductor industry,
is pleased to announce the closing of its convertible loan note
fundraising and that IQE has raised aggregate subscription proceeds
of £18 million (the "Fundraising").
Closing of the Fundraising follows
the Company's announcement on 12 February 2025 that it had entered
into subscription agreements with a consortium of existing
shareholders, and certain senior executives and Directors, led by
IQE's largest shareholder Lombard Odier, and shareholder approval
for the necessary resolutions to implement the Fundraising at the
general meeting of the Company held on 10 March 2025.
No offer or invitation is being made
to shareholders more generally to purchase, acquire or subscribe
for any of the loan notes being issued as part of the Fundraising.
No application will be made for the admission of such loan notes to
trading on AIM or any recognised securities exchange.
Additional details on the terms of
the Fundraising can be found in the Company's news release on 12
February 2025 and in the circular sent to the Company's
shareholders and published on 14 February 2025.
The Fundraising is secured against
the Company's assets in the UK and subordinated to the Company's
existing financing facility with HSBC UK Bank PLC ("HSBC") which has been amended and
restated simultaneously with the closing of the
Fundraising.
PDMR dealing
Mark Cubitt and Bami Bastani are
Directors and PDMRs of the Company and have participated in the
Fundraising in the following amounts.
|
|
Principal amount of loan
notes subscribed for
|
Subscription price
paid
|
Current shareholding (and %
of existing issued share capital)
|
Maximum number of conversion
shares
|
|
Mark Cubitt
(Executive Chair)
|
£235,294
|
£200,000
|
0
|
1,568,627
|
|
Bami Bastani
(Non-executive Director)
|
£94,118
|
£80,000
|
171,000
(0.02%)
|
627,451
|
The FCA notification made in
accordance with the requirements of UK MAR is set out at the end of
this announcement.
Strategic Review
As previously announced, the Group
is currently conducting a comprehensive Strategic Review of its
asset base to ensure a strong capital position to further invest in
core operations. The Board has retained Lazard to advise on the
Strategic Review, which will be overseen by IQE's Board of
Directors, with input from key stakeholders.
As part of the Strategic Review, IQE
has broadened its options in relation to the proposed IPO of IQE
Taiwan to include the possibility of a full sale of IQE Taiwan. The
Board believes there is a significant market opportunity in IQE's
core operations and remains focused on reducing its cost structure
for profitable growth, servicing its customers and maximising value
for shareholders. IQE will provide a further update when
appropriate. At this stage, there can be no certainty as to the
outcome of the Review.
Mark Cubitt, Executive Chair of IQE,
commented:
"We are pleased to have closed our convertible
loan note fundraising, which will significantly strengthen our
near-term financial position. This reflects the support we have
from our shareholders, who recognise the significant market
opportunity for IQE and its long-term strategy. Our Strategic
Review will enable IQE to unlock the significant unrealised value
within the business and ensure it is able to invest in its growth
strategy."
Contacts:
IQE
plc
+44 (0) 29 2083 9400
Mark Cubitt
Jutta Meier
Amy Barlow
Lazard (Financial Adviser)
+44 (0) 20 7187 2000
Cyrus Kapadia
Keiran Wilson
Alexander Fiallos
Peel Hunt (Nomad and Joint Broker)
+44 (0) 20 7418 8900
Ben Cryer
Kate Bannatyne
Adam Telling
Deutsche Numis (Joint Broker)
+44 (0) 20 7260 1000
Simon Willis
Hugo Rubinstein
Iqra Amin
Headland Consultancy (Financial PR)
+ 44 (0) 20
38054822
Andy Rivett-Carnac: +44 (0) 7968 997
365
Chloe Francklin: +44 (0)78 3497
4624
ABOUT IQE
http://iqep.com
IQE is the leading global supplier
of advanced compound semiconductor wafers and materials solutions
that enable a diverse range of applications across:
·
Smart Connected Devices
·
Communications Infrastructure
·
Automotive and Industrial
·
Aerospace and Security
As a scaled global epitaxy wafer
manufacturer, IQE is uniquely positioned in this market which has
high barriers to entry. IQE supplies the global market and is
enabling customers to innovate at chip and OEM level. By leveraging
the Group's intellectual property portfolio including know-how and
patents, it produces epitaxy wafers of superior quality, yield and
unit economics.
IQE is headquartered in Cardiff UK, with employees across
manufacturing locations in the UK, US and Taiwan, and is listed on
the AIM Stock Exchange in London.
|
1.
|
Details of the Person discharging managerial responsibilities
("PDMR") / person closely associated with them
("PCA")
|
|
a)
|
Name
|
Mark Cubitt
|
|
2.
|
Reason for the notification
|
|
a)
|
Position / status
|
Executive Chair
|
|
b)
|
Initial notification /
amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
IQE plc
|
|
b)
|
Legal Entity Identifier
|
213800Y33WHD3ESJJP16
|
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument
|
Subscription for convertible loan
notes convertible into ordinary shares of 1 pence each in the
Company at a price of 15 pence per share.
The underlying ordinary shares have an ISIN of
GB0009619924
|
|
b)
|
Nature of the transaction
|
Participation in subscription for
convertible loan notes
|
|
c)
|
Price(s) and volume(s)
|
Price: Conversion price of 15 pence
per ordinary share
Volume: (principal value of
convertible loan notes subscribed for): £235,294
|
|
d)
|
Aggregated information
· Aggregated volume
· Aggregated price
|
N/A
|
|
e)
|
Date of the
transaction(s)
|
13 March 2025
|
|
f)
|
Place of the transaction
|
Off-market
|
|
1.
|
Details of the Person discharging managerial responsibilities
("PDMR") / person closely associated with them
("PCA")
|
|
a)
|
Name
|
Bami Bastani
|
|
2.
|
Reason for the notification
|
|
a)
|
Position / status
|
Non-executive Director
|
|
b)
|
Initial notification /
amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
IQE plc
|
|
b)
|
Legal Entity Identifier
|
213800Y33WHD3ESJJP16
|
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument
|
Subscription for convertible loan
notes convertible into ordinary shares of 1 pence each in the
Company at a price of 15 pence per share.
The underlying ordinary shares have an ISIN of
GB0009619924
|
|
b)
|
Nature of the transaction
|
Participation in subscription for
convertible loan notes
|
|
c)
|
Price(s) and volume(s)
|
Price: Conversion price of 15 pence
per ordinary share
Volume: (principal value of
convertible loan notes subscribed for): £94,117.65
|
|
d)
|
Aggregated information
· Aggregated volume
· Aggregated price
|
N/A
|
|
e)
|
Date of the
transaction(s)
|
13 March 2025
|
|
f)
|
Place of the transaction
|
Off-market
|
IMPORTANT
NOTICES
Lazard & Co., Limited
("Lazard"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
IQE and no one else in connection with the Strategic Review and
will not be responsible to anyone other than IQE for providing the
protections afforded to clients of Lazard & Co., Limited nor
for providing advice in relation to the Strategic Review or any
other matters referred to in this announcement. Neither Lazard
& Co., Limited nor any of its 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 Lazard & Co., Limited
in connection with this announcement, any statement contained
herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and
regulated in the United Kingdom by the FCA and is a member of the
London Stock Exchange, is acting for the Company in connection with
the Proposed Transaction and will not be acting for any other
person (including a recipient of this document) or otherwise be
responsible to any person for providing the protections afforded to
clients of Peel Hunt or for advising any other person in respect of
the Proposed Transaction or any transaction, matter or arrangement
referred to in this document. Peel Hunt's responsibilities as the
Company's nominated adviser and broker under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director or to any other
person in respect of the Proposed Transaction.
Numis Securities Limited (trading as
"Deutsche Numis") ("Deutsche
Numis"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as Joint Broker to the Company and
will not be acting for any other person or otherwise be responsible
to any person for providing the protections afforded to clients of
Deutsche Numis or for advising any other person in respect of the
Proposed Transaction or any transaction, matter or arrangement
referred to herein. Neither Deutsche Numis nor any of its
affiliates (nor any of their respective directors, officers,
employees or agents), 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 Deutsche Numis in connection with the Proposed
Transaction or any statement contained herein or otherwise. No
representation or warranty, express or implied, is made by Deutsche
Numis as to the contents of this Announcement.
DISCLAIMER
Neither the information nor any
opinion contained in this announcement constitutes an inducement or
offer to purchase or sell or a solicitation of an offer to purchase
or sell any securities or other investments in IQE or any other
company by IQE or any of its affiliates in any jurisdiction. This
announcement does not consider the investment objective, financial
situation, suitability or the particular need or circumstances of
any specific individual who may access or review this announcement
and may not be taken as advice on the merits of any investment
decision. This announcement is not intended to provide the sole
basis for evaluation of, and does not purport to contain all
information that may be required with respect to, any potential
investment in IQE. Any person who is in any doubt about the matters
to which this announcement relates should consult an authorised
financial adviser or other person authorised under the UK Financial
Services and Markets Act 2000.
DISTRIBUTION
Not for release, publication or
distribution, in whole or in part, directly or indirectly, in, into
or from any jurisdiction where to do so would constitute a
violation of the relevant laws of that jurisdiction. The
distribution of this announcement in certain countries may be
restricted by law and persons who access it are required to inform
themselves and to comply with any such restrictions. IQE disclaims
all responsibility where persons access this announcement in breach
of any law or regulation in the country of which that person is a
citizen or in which that person is residing or is
domiciled.
