TIDMIQE
RNS Number : 8597Z
IQE PLC
18 May 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Cardiff, UK
18 May 2023
IQE plc
Result of Placing
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 result of
the Placing which was announced on 17 May 2023.
A total of 150,000,000 new Ordinary Shares in the Company (the
"Placing Shares") have been placed by Peel Hunt LLP ("Peel Hunt")
and Numis Securities Limited ("Numis") (together, the "Joint
Bookrunners") at a price of 20 pence per Placing Share (the "Issue
Price"), raising gross proceeds of GBP30 million (before expenses).
The Company confirms that certain Directors (the "Participating
Directors") have subscribed for, in aggregate 12,700,000 Placing
Shares at the Issue Price.
The Issue Price of 20 pence per Placing Share represents a
discount of approximately 14.9 per cent. to the closing price of
23.5 pence per existing Ordinary Share on 17 May 2023. The Placing
Shares being issued together represent approximately 18.6 per cent.
of the existing issued ordinary share capital of the Company
immediately prior to the Placing.
Related Party Transactions and Participating Directors
Lombard Odier Asset Management (Europe) Limited ("Lombard
Odier") has agreed to subscribe for 50,000,000 Placing Shares at
the Issue Price.
The participation of Lombard Odier constitutes a related party
transaction under rule 13 of the AIM Rules. Accordingly, the
Directors consider, having consulted with the Company's nominated
adviser, that the terms of the transaction are fair and reasonable
insofar as the Company's shareholders are concerned.
The Participating Directors have subscribed for, in aggregate
12,700,000 Placing Shares at the Issue Price. The number of Placing
Shares subscribed for by each of the Participating Directors
pursuant to the Placing and their resulting shareholdings on
Admission, are set out below:
Name Number of Number of Resulting Resulting
Ordinary Shares Placing Shares number of Ordinary holding as
held as at subscribed Shares held a percentage
the date of for immediately of the Enlarged
this Announcement following Admission Share Capital
=============== =================== =============== ==================== ================
Americo Lemos 970,457 7,500,000 8,470,457 0.89
=================== =============== ==================== ================
Dr Andrew W
Nelson 40,567,234 5,000,000 45,567,234 4.77
=================== =============== ==================== ================
Phil Smith 40,000 100,000 140,000 0.01
=================== =============== ==================== ================
Carol Chesney 40,000 50,000 90,000 0.01
=================== =============== ==================== ================
Victoria Hull 231,192 50,000 281,192 0.03
=================== =============== ==================== ================
Application for Admission
An application has been made to the London Stock Exchange for
the new Ordinary Shares to be admitted to trading on AIM and it is
expected that admission will become effective and that trading will
commence in the new Ordinary Shares at 8.00 a.m. on or around 22
May 2023 ("Admission").
The Placing, is conditional on, amongst other things, Admission
becoming effective and the Placing Agreement between the Company,
Peel Hunt and Numis becoming unconditional and not being terminated
in accordance with its terms.
Total Voting Rights
In accordance with the FCA's Disclosure Guidance and
Transparency Rules, following this issue of the new Ordinary
Shares, the Company's issued share capital consists of 955,522,578
ordinary shares. The Company holds 4,115 Ordinary Shares in
treasury. Therefore, the total number Ordinary Shares with voting
rights in the Company is 955,518,463.
The above figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to such terms in the
announcement made by the Company on 17 May 2023 at 4:37 p.m. to
announce the launch of the Fundraising.
Enquiries:
IQE plc
+44 (0) 29 2083 9400
Americo Lemos
Tim Pullen
Amy Barlow
Peel Hunt LLP (Nomad, Joint Bookrunner
and Joint Broker)
+44 (0) 20 7418 8900
Paul Gillam
Richard Chambers
James Smith
Sohail Akbar (ECM Syndicate)
Jock Maxwell Macdonald (ECM Syndicate)
Numis (Joint Bookrunner and Joint Broker)
+44 (0) 20 7260 1000
Simon Willis
Hugo Rubinstein
Iqra Amin
William Baunton (ECM Syndicate)
Lazard (Financial Adviser)
+44 (0) 20 7187 2000
Simon Chambers
Keiran Wilson
Alice Walker
Alexander Fiallos
Headland Consultancy (Financial PR)
+ 44 (0) 20 38054822
Andy Rivett-Carnac: +44 (0) 7968 997
365
Chloe Francklin: +44 (0)78 3497 4624
IMPORTANT INFORMATION
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as
it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended). This announcement is issued on
behalf of the Company by Tim Pullen, CFO.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
("ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND DO NOT
CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH
JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, into or within the United
States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the
securities referred to herein is being made in the United States.
Subject to certain exceptions, the securities referred to herein
may not be offered or sold in the United States, Australia, Canada,
Japan, the Republic of South Africa. No public offering of the
securities referred to herein is being made in the United States,
the United Kingdom or elsewhere.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Numis
Securities Limited ("Numis") or Peel Hunt LLP ("Peel Hunt" and,
together with Numis, the "Joint Bookrunners") or any of their
respective affiliates, or any of its or their respective directors,
officers, partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any
restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement is directed at and is only being distributed
to: (a) in member states of the European Economic Area, persons who
are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as amended (the "EU Prospectus
Regulation") ("EU Qualified Investors"), (b) in the United Kingdom,
persons who are "qualified investors" within the meaning of Article
2(e) of the UK version of Regulation (EU) 2017/1129 as it forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended (the "UK Prospectus Regulation"), who (i) have
professional experience in matters relating to investments and who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) are persons
who fall within Article 49(2)(a) to (d) of the Order ("UK Qualified
Investors"), and (c) persons to whom it may otherwise lawfully be
communicated (each such person in (a), (b) and (c), a "Relevant
Person"). No other person should act on or rely on this
Announcement. By accepting the terms of this Announcement, you
represent, warrant and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document or prospectus has been or will be made
available in any jurisdiction in connection with the matters
contained or referred to in this Announcement or the Placing and no
such prospectus is required (in accordance with the UK Prospectus
Regulation and the EU Prospectus Regulation) to be published.
Certain statements in this Announcement are or may be
forward-looking statements with respect to the Company's
expectations, intentions and projections regarding its future
performance, strategic initiatives, objectives, anticipated events
or trends and other matters that are not historical facts and which
are, by their nature, inherently predictive, speculative and
involve risks and uncertainty because they relate to events and
depend on circumstances that may or may not occur in the future.
All statements that address expectations or projections about the
future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general
economic conditions, expected expenditures, expected cost savings
and financial results are forward -- looking statements. Any
statements contained in this Announcement that are not statements
of historical fact are, or may be deemed to be, forward -- looking
statements. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "risk", "intend",
"estimate", "expect", "may", "plan", "predict", "project" or words
or terms of similar meaning or the negative thereof, are not
guarantees of future performance and are subject to known and
unknown risks and uncertainties. There are a number of factors
including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial
condition, performance or achievements to differ materially from
those expressed or implied by these forward -- looking statements.
Many of these risks and uncertainties relate to factors that are
beyond the Company's ability to control or estimate precisely, such
as changes in taxation or fiscal policy, future market conditions,
currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and
regulatory framework in which the Company operates or in economic
or technological trends or conditions, including inflation,
recession and consumer confidence, on a global, regional or
national basis. Important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the contemplated or expressed forward-looking
statements. Given those risks and uncertainties, readers are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
this Announcement. Each of the Company, Numis and Peel Hunt
expressly disclaims any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise unless required to
do so by applicable law or regulation.
Each of Numis and Peel Hunt is authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA"). Each of
Numis and Peel Hunt is acting exclusively for the Company and for
no one else in connection with the Placing and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or any other matter referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement. The responsibilities
of Peel Hunt as the Company's nominated adviser under the AIM Rules
for Companies and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company
or any director, shareholder or any other person. Numis is not
acting for the Company with respect to the REX Retail Offer
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to the Company, and no one else, in connection with the
matters set out in this announcement, and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Lazard nor for providing advice in relation
to the contents of this announcement or any other matter or
arrangement referred to herein. Neither Lazard 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 in connection with this announcement, any matter,
arrangement or statement contained or referred to herein or
otherwise.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Numis or Peel Hunt or by their respective affiliates or
any of their respective Representatives as to, or in relation to,
the accuracy, adequacy, fairness or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers or any other statement made or purported to be made by or
on behalf of Numis or Peel Hunt or any of their respective
affiliates or any of their respective Representatives in connection
with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or
otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by Numis or Peel Hunt or any
of their respective affiliates or any of their respective
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, net cash flow from operations or free cash
flow for the Company for the current or future financial periods
would necessarily match or exceed the historical published
earnings, earnings per share or income, net cash flow from
operations or free cash flow for the Company.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. In the United Kingdom, this Announcement is being
distributed and communicated only in circumstances in which section
21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Each of the Joint Bookrunners and their respective affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROISFWSLAEDSELI
(END) Dow Jones Newswires
May 18, 2023 02:00 ET (06:00 GMT)
IQE (AQSE:IQE.GB)
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IQE (AQSE:IQE.GB)
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