REG - IQE PLC - IQE plc: Result of Placing

IqeAnnouncement

18/05/2023 07:00

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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NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR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 END 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 £30 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 Ordinary Shares held as at the date of this Announcement  Number of Placing Shares subscribed for     Resulting number of Ordinary Shares held immediately following Admission      Resulting holding as a percentage of the Enlarged 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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