IQE PLC Iqe Plc: Director/Pdmr Shareholding
06 Agosto 2019 - 8:00AM
UK Regulatory
TIDMIQE
06 August 2019
IQE plc
("IQE" or the "Company")
Director/PDMR Shareholding
Cardiff, UK. 6(th) August 2019: IQE plc (AIM: IQE), the leading global
supplier of advanced wafer products and materials solutions to the
semiconductor industry, was notified on 02 August 2019 that Dr Drew
Nelson, Chief Executive Officer of the Company, has entered into a sale
and repurchase agreement with Equities First Holdings ("EFH") for
11,000,000 ordinary shares of 1 pence each in the Company ("EFH Sale
Shares"), out of his total beneficial holding (including persons closely
associated) of 36,140,417 ordinary shares (the "Agreement").
Under the terms of the Agreement, he is obligated to repurchase (and EFH
is obligated to sell to Dr Nelson) all these EFH Sale Shares at the end
of a three year term, ending on 02 August 2022. The price at which he
has sold and is required to repurchase the EFH Sale Shares is 43.96
pence per share. The Agreement provides that he has transferred all
title and waives his voting rights in these EFH Sale Shares. However,
under the terms of the agreement, EFH is prohibited from short selling
or voting the EFH Sale Shares during the term of the agreement.
Furthermore, EFH will pay Dr Nelson income that reflects any dividends
as they arise from all of these EFH Sale Shares during the entire period,
as if Dr Nelson had continued to own all the EFH Sale Shares himself.
The monies raised will principally be used to satisfy income tax and NI
obligations following the exercise of 7,681,199 share options by Dr
Nelson, as announced on 29 April 2019. Under HMRC rules, income tax and
National Insurance becomes payable through PAYE directly upon the
exercise of share options. Consequently, Directors often need to
immediately sell at least half of the exercised shares to cover this tax
and NI liability. In the case of Dr Nelson, he has elected to raise the
tax and NI monies through these arrangements in order to retain all of
the ordinary shares resulting from the exercise of share options,
thereby maximising his overall shareholding in the Company. The
remainder of the monies raised are intended to be used to fund future
tax liabilities and NI due on the exercise of share options if they
arise, as well as fund further potential share purchases and cover any
margin calls which may occur under the Agreement. The share option
exercises of 29 April were part of IQE's LTIP, and Dr Nelson was under
no time obligation to exercise such share options, but chose to do so at
this time in order to maximise his shareholding in the Company. He used
an identical share sale and repurchase agreement with EFH in October
2014, for the same purposes, which resulted in the repurchase of
18,000,000 ordinary shares by Dr Nelson from EFH in September 2017.
Following the transaction, Dr Nelson has a beneficial interest in
36,140,417 ordinary shares, representing 4.56% of the Company's issued
share capital.
The notification set out below is provided in accordance with the
requirements of the EU Market Abuse Regulation.
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1. Details of the Person discharging managerial responsibilities
("PDMR") / person closely associated with them ("PCA")
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a) Name Dr Andrew Nelson
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2. Reason for the notification
--------------------------------------------------------------------------------
a) Position / status PDMR (CEO)
----------------------- -------------------------------------------------------
b) Initial notification / Initial notification
amendment
----------------------- -------------------------------------------------------
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 Ordinary shares of 1 pence each in the Company
financial instrument GB0009619924
----------------------- -------------------------------------------------------
b) Nature of the Entered into a sale and repurchase agreement with
transaction Equities First Holdings for 11,000,000 Ordinary Shares
----------------------- -------------------------------------------------------
c) Price(s) and volume(s) 11,000,000 ordinary shares at 43.96 pence per share
----------------------- -------------------------------------------------------
d) Aggregated information
-- Aggregated volume 11,000,000 ordinary shares at 43.96 pence per share
-- Aggregated price
----------------------- -------------------------------------------------------
e) Date of the 02 August 2019
transaction(s)
----------------------- -------------------------------------------------------
f) Place of the Outside a trading venue
transaction
----------------------- -------------------------------------------------------
CONTACTS:
IQE plc
+44 (0) 29 2083 9400
Drew Nelson
Tim Pullen
Peel Hunt LLP (Nomad and Joint Broker)
+44 (0) 20 7418 8900
Edward Knight
Nick Prowting
Citigroup Global Markets Limited (Joint Broker)
+44 (0) 20 7986 4000
Christopher Wren
Peter Catterall
Headland Consultancy
Andy Rivett-Carnac: +44 (0) 7968 997 365
Chloe Francklin: +44 (0) 7834 974 624
ABOUT IQE
http://iqep.com
IQE is the leading global supplier of advanced semiconductor wafers that
enable a diverse range of applications. IQE uses advanced crystal growth
technology (epitaxy) to manufacture and supply bespoke semiconductor
wafers 'epi-wafers' to the major chip manufacturing companies, who then
use these wafers to make the chips.
IQE's products are found in many leading-edge consumer, communication,
computing and industrial applications, including a complete range of
wafer products for the wireless industry, such as smartphones and
wireless infrastructure, Wi-Fi, base stations, and satellite
communications; optical communications, optical storage, printing,
thermal imagers, leading-edge medical technologies, automotive and
aerospace technologies, a variety of advanced silicon based systems and
high efficiency concentrator photovoltaic (CPV) solar cells.
IQE is headquartered in Cardiff UK and operates manufacturing and R&D
facilities worldwide.
(END) Dow Jones Newswires
August 06, 2019 02:00 ET (06:00 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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