REG - IQE PLC - IQE plc: Results of Placing and Retail Offer

IqeAnnouncement

28/04/2026 07:00

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RNS Number : 1131C  IQE PLC  28 April 2026

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 THE UNITED STATES OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS, AN OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER
OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF
REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF
16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.

 

UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Capitalised terms not otherwise defined in the text of this Announcement have
the meanings given in the Company's proposed fundraise launch announcement
released on 27 April 2026, unless otherwise specified.

 

 

 

IQE plc

 

Cardiff, UK

28 April 2026

 

Results of Placing and Retail Offer

 

IQE plc (AIM: IQE, "IQE", the "Company" and, together with its subsidiary
companies, the "Group"), a leading global supplier of compound semiconductor
wafer products and advanced material solutions, is pleased to announce that,
further to the announcement of 27 April 2026, it has successfully closed its
Placing and Retail Offer raising an aggregate of £13 million through the
placing of 55,555,555 Placing Shares and 10,101,010 RetailBook Offer Shares at
the Issue Price of 19.8 pence per Ordinary Share.

 

The Placing and Retail Offer, together with the MACOM Investment and the
reinvestment of existing convertible loan notes by existing noteholders
(together, the "Fundraising"), will in aggregate raise total gross cash
proceeds of £81 million.

 

The Fundraising is conditional, inter alia, on the passing of resolutions by
shareholders of the Company (the "Fundraising Resolutions") at a general
meeting of IQE to be held at the offices of White & Case LLP at 5 Old
Broad Street, London EC2N 1DW at 9:30 a.m. on 15 May 2026 (the "General
Meeting") and on MACOM obtaining prior clearance for the MACOM Subscription
under the National Security and Investment Act 2021 and Law Decree No. 21 of
15 March 2012 converted with amendments by Law No. 56 of 11 May 2012 (Italian
foreign direct investment legislation). No part of the Fundraising is being
underwritten.

Peel Hunt LLP ("Peel Hunt") acted as sole bookrunner in connection with the
Placing.

Contacts:

IQE plc

+44 (0) 29 2083 9400

Mark Cubitt

Jutta Meier

Amy Barlow

 

Peel Hunt (Sole Bookrunner, Nomad and Joint Broker)

+44 (0) 20 7418 8900

Ben Cryer

Kate Bannatyne

Adam Telling

ECM Syndicate: Sohail Akbar, Nicolas Wilks

 

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 one of the leading global suppliers 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. IQE
supplies the global market and is enabling customers to innovate at chip and
OEM level. Through 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 quoted on the AIM Market of the
London Stock Exchange.

 

 

 

 

FURTHER INFORMATION

 

Circular and General Meeting

The General Meeting is to be held at the offices of White & Case LLP at 5
Old Broad Street, London EC2N 1DW at 9:30 a.m. on 15 May 2026 at which the
Fundraising Resolutions will be proposed: (i) by way of ordinary resolution,
to approve the directors' authority to allot Ordinary Shares with an aggregate
nominal value of up to £4,079,412.53, being equal to 407,941,253 new Ordinary
Shares, in connection with and pursuant to the Fundraising; and (ii) by way of
special resolution, to empower the directors to allot and issue equity
securities for cash on a non-pre-emptive basis with an aggregate nominal value
of up to £4,079,412.53, being equal to 407,941,253 new Ordinary Shares, in
connection with and pursuant to the Fundraising.

The Fundraising is conditional, inter alia, upon the Company's shareholders
approving the Fundraising Resolutions at the General Meeting. The Company
intends to publish and send the Circular to its shareholders on or about 29
April 2026, which will contain a notice convening the General Meeting and
proposing the Fundraising Resolutions. The Circular and notice of General
Meeting will be available on the Company's website after publication at
https://www.iqe.com/investors/events/capital-raise-2026/
(https://www.iqe.com/investors/events/capital-raise-2026/) .

Shareholders should be aware that if the Fundraising Resolutions are not
approved at the General Meeting, the Fundraising cannot complete and IQE will
not receive the proceeds from the Fundraising. In such circumstances, the
Company would be required to obtain emergency funding to meet its short-term
liquidity needs and its financial position and prospects would be adversely
affected.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the
Ordinary Shares issued in connection with the Fundraising to trading on AIM.
It is expected that Admission will become effective at or around 8.00 a.m.
three Business Days after completion of the Fundraising, subject to the
various conditions to the Fundraising being satisfied or waived, including:
(i) the passing of the Fundraising Resolutions; (ii) obtaining clearance in
respect of the MACOM Investment under the National Security and Investment Act
2021 and Law Decree No. 21 of 15 March 2012 converted with amendments by Law
No. 56 of 11 May 2012 (Italian foreign direct investment legislation); and
(iii) no Material Adverse Change (as such term is defined in the Investor
Subscription Agreement) having occurred.

Following Admission, the Company will have a total of 1,311,981,551 Ordinary
Shares in issue. With effect from Admission, this 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, or a change to their
interest, in the Company under the Disclosure Guidance and Transparency Rules
of the Financial Conduct Authority.

Related Party Transactions

As at the date of this announcement, Lombard Odier owns approximately 14.5% of
the Company and is represented on the Board by Harmesh Suniara. Accordingly,
participation by Lombard Odier in the Placing constitutes a related party
transaction under Rule 13 of the AIM Rules for Companies by virtue of Lombard
Odier's position as a substantial shareholder in IQE and Harmesh Suniara's
representation of Lombard Odier on the Board. Following the Fundraising,
Lombard Odier will hold 219,995,406 Ordinary Shares, representing
approximately 16.8% of the fully diluted issued capital as enlarged by the
Fundraising.

As at the date of this announcement, the beneficial interest of certain
discretionary investment management client accounts managed by Artisan
Partners' is approximately 14.2% of the Company. Accordingly, participation by
Artisan Partners in the Placing constitutes a related party transaction under
Rule 13 of the AIM Rules for Companies by virtue of Artisan Partners' position
as a substantial shareholder in IQE. Following the Fundraising, certain
discretionary investment management client accounts managed by Artisan
Partners  will hold 206,734,974 Ordinary Shares, representing approximately
15.8% of the fully diluted issued capital as enlarged by the Fundraising.

The directors of the Company independent of the Fundraising, having consulted
with the Company's Nominated Adviser, Peel Hunt, consider the terms of the
Fundraising to be fair and reasonable insofar as the Company's shareholders
are concerned.

Expected Timetable of Principal Events

 

 Announcement of the Fundraising                                               Monday 27 April 2026
 This announcement                                                             Tuesday 28 April 2026
 Publication and posting of the Circular and Proxy Form                        Wednesday 29 April 2026

 Latest time and date for receipt of Proxy Forms or electronic proxy           9.30 a.m. on Wednesday 13 May 2026
 appointments for use at the General Meeting
 General Meeting                                                               9.30 a.m. on Friday 15 May 2026
 Announcement of the results of the General Meeting                            Friday 15 May 2026
 The following dates are indicative only and are subject to change((5))
 Completion of the Fundraising((5)(6))                                         A date which is expected to be in early June 2026 ("D")
 Admission and commencement of dealings in the Fundraising Shares((5))         D+3(*)

 Expected date for CREST accounts to be credited with Fundraising Shares in    As soon as practicable after Admission
 uncertificated form and share certificates to be issued to shareholders who
 wish to receive certificated shares
 Latest date for Admission                                                     11 August 2026
 Notes:

 1.     If any of the details contained in the timetable above should
 change, the revised times and dates will be notified to Shareholders by means
 of an announcement through a RIS.

 2.     The timetable assumes that there is no adjournment of the General
 Meeting. If there is an adjournment, all subsequent dates are likely to be
 later than those shown.

 3.     All references to times and dates in this announcement are to times
 and dates in London.

 4.     These dates and times are indicative only and will depend on,
 amongst other things, the date upon which NSIA Approval and Approval under Law
 Decree No. 21 of 15 March 2012 converted with amendments by Law No. 56 of 11
 May 2012 is received.

 5.     Completion of the Fundraising is subject to the various conditions
 to the Fundraising being satisfied or waived, including: (i) the passing of
 the Fundraising Resolutions; (ii) NSIA Approval and Approval under Law Decree
 No. 21 of 15 March 2012 converted with amendments by Law No. 56 of 11 May
 2012; and (iii) no Material Adverse Change.

 (*The date by reference to "D+3" will be to the date falling the number of
 indicated Business Days immediately after date "D" as indicated above.)

 

IMPORTANT NOTICES

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for IQE as
sole bookrunner, Nomad and joint broker and for no one else in connection with
the Fundraising and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the Fundraising or
any other matter referred to in this announcement and will not be responsible
to anyone other than IQE for providing the protections afforded to clients of
Peel Hunt nor for providing advice in relation to the matters set out in this
announcement. Neither Peel Hunt 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 Peel Hunt in connection with this announcement, any statement
contained herein or otherwise and no representation or warranty, express or
implied, is made by Peel Hunt with respect to the accuracy or completeness of
this announcement, or any part of it. 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
Fundraising.

Neither this announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United States
(including its territories and dependencies, any state of the United States
and the District of Columbia), Australia, Canada, Japan, New Zealand or the
Republic of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. This announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for any shares in
the capital of the Company in the United States, Australia, Canada, Japan or
the Republic of South Africa or any other state or jurisdiction in which such
offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation.  Any failure to comply with
these restrictions may constitute a violation of securities laws of such
jurisdictions.

The Placing Shares 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, resold, transferred or delivered, directly
or indirectly, in or into the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any state or
other jurisdiction of the United States. There will be no public offering of
the Placing Shares in the United States. The Placing Shares are being offered
and sold (i) outside of the United States in "offshore transactions" in
accordance with Rule 903 of Regulation S under the Securities Act ("Regulation
S"), and (ii) in the United States only to persons that are Qualified
Institutional Buyers ("QIBs") as defined in Rule 144A under the Securities Act
("Rule 144A"), for their own accounts or for the accounts of other QIBs, in
transactions exempt from the registration requirements of the Securities Act
pursuant to Rule 144A.  To the extent that the Placing Shares constitute
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, they may not be resold or transferred except in compliance
with the registration requirements of the Securities Act or pursuant to an
exemption therefrom (including Rule 144A or Regulation S).  Any recipient of
this announcement in the United States that is a QIB is hereby notified that
the Company and Peel Hunt may be relying on an exemption from registration
provided by Rule 144A.  By accepting this announcement, each recipient in the
United States represents and warrants that it is a QIB and is receiving this
announcement for informational purposes in connection with a potential
investment in the Placing Shares. The MACOM Subscription Shares, the Existing
Noteholder Subscription Shares, the MACOM Convertible Loan Notes, and the
warrants to be issued to the Existing Noteholders and MACOM (and any Ordinary
Shares issuable upon conversion thereof) (together, the "Subscription
Securities") have not been, and will not be, registered under the Securities
Act or under the securities laws of any state or other jurisdiction of the
United States. The Subscription Securities are being issued in transactions
that do not involve a public offering within the meaning of Section 4(a)(2) of
the Securities Act. To the extent that the Subscription Securities constitute
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, they may not be resold or transferred in the United States or
to U.S. persons except in compliance with the registration requirements of the
Securities Act or pursuant to an available exemption therefrom.

All offers of the Placing Shares will be made under an exception to the
prohibition on offers to the public under the Public Offers and Admissions to
Trading Regulations 2024 ("POATR"), and also pursuant to an exemption under
the FCA's Prospectus Rules: Admission to Trading on a Regulated Market
sourcebook ("PRM") and Regulation (EU) 2017/1129. No offering document or
prospectus has been or will be prepared or submitted to be approved by the FCA
or submitted to the London Stock Exchange or in any other jurisdiction in
relation to the Placing.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM Market of the London Stock
Exchange.

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.

The Retail Offer will be offered in the United Kingdom under an exception from
prohibitions on offers to the public pursuant to Schedule 1 (Part 1) of POATR
and under an exemption from the requirement to publish a prospectus under
the PRM. The Retail Offer will not be made into any jurisdiction other than
the United Kingdom.  The Retail Offer is not being made to, and is not
available to, U.S. persons (as defined in Regulation S under the Securities
Act) wherever located or resident.

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. This Announcement is
being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.

Neither the content of IQE'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.

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 FSMA.

FORWARD LOOKING STATEMENTS

This announcement contains certain forward-looking statements and information
that are based on IQE's beliefs, as well as assumptions made by, and
information currently available to, IQE. These statements include, but are not
limited to, statements about strategies, plans, objectives, expectations,
intentions, expenditures and assumptions and other statements that are not
historical facts. When used herein, words such as "anticipate," "believe,"
"estimate," "expect," "intend," "plan" and "project" and similar expressions
(or their negative) are intended to identify forward-looking statements. These
statements reflect IQE's current views with respect to future events, are not
guarantees of future performance and involve risks and uncertainties that are
difficult to predict. Further, certain forward-looking statements are based
upon assumptions as to future events that may not prove to be accurate. Actual
results, performance or achievements may vary materially and adversely from
those described herein. There is no assurance or guarantee with respect to the
prices at which any securities of IQE or any other company will trade, and
such securities may not trade at prices that may be implied herein. Any
estimates, projections or potential impact of the opportunities identified by
IQE herein are based on assumptions that IQE believes to be reasonable as of
the date hereof, but there can be no assurance or guarantee that actual
results or performance will not differ, and such differences may be material
and adverse. No representation or warranty, express or implied, is given by
IQE or any of its officers, employees or agents as to the achievement or
reasonableness of, and no reliance should be placed on, any projections,
estimates, forecasts, targets, prospects or returns contained herein. Neither
IQE nor any of its directors, officers, employees, advisers or representatives
shall have any liability whatsoever (for negligence or misrepresentation or in
tort or under contract or otherwise) for any loss howsoever arising from any
use of information presented in this announcement or otherwise arising in
connection with this announcement. Any historical financial information,
projections, estimates, forecasts, targets, prospects or returns contained
herein are not necessarily a reliable indicator of future performance. Nothing
in this announcement should be relied upon as a promise or representation as
to the future. Nothing in this announcement should be considered as a profit
forecast.

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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