REG - IQE PLC - IQE plc: Closing of CLN Financing

IqeAnnouncement

14/03/2025 07:00

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RNS Number : 7153A  IQE PLC  14 March 2025

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                £235,294                                       £200,000                 0                                                              1,568,627

 (Executive Chair)
 Bami Bastani               £94,118                                        £80,000                  171,000 (0.02%)                                                627,451

 (Non-executive Director)

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
(https://www.globenewswire.com/Tracker?data=yZf7NKp1JKLALUCxlBuC8wkLnLAqoe5-kjjIlkMIDci9q9W0x_02bwZV-eorSbpLXZxy4zi3xHh-O4FM8nWjeg==)

 

 

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                   N/A

     ·       Aggregated volume

     ·       Aggregated price
 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                   N/A

     ·       Aggregated volume

     ·       Aggregated price
 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.

 

 

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