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RNS Number : 3814Y IQE PLC 08 September 2025
IQE plc
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
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
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND ACCORDINGLY THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON
WHICH ANY OFFER WILL BE MADE
Cardiff, UK
8 September 2025
Trading Update and Strategic Review Update
IQE plc (AIM: IQE, "IQE" or the "Group"), the leading global supplier of
compound semiconductor wafer products and advanced material solutions,
provides a trading update for the full year ending 31 December 2025.
As previously noted, trading in H1 2025 was impacted by macroeconomic
uncertainty and as a result, some end customer demand was fulfilled with
existing inventory. The Group has continued to experience weakness in wireless
markets, largely as a result of softness in mobile handset sales, and this is
expected to persist through 2025. In addition, delays to federal funding
cycles in US military and defence sectors are resulting in the deferral of
orders into 2026.
Accordingly, revenue for FY 2025 is expected to be between £90.0m to
£100.0m, resulting in an adjusted EBITDA position of between £(5.0)m to
£2.0m. H1 2025 revenue is expected to be at least £44.0m with an £(0.4)m
adjusted LBITDA.
The Group will report its interim results on 23 September 2025.
Strategic Review
The Board continues to believe there is a significant market opportunity for
IQE because of the Group's leading position in providing advanced compound
semiconductors across several market verticals and to a base of global marque
customers. The Board is now expanding the scope of the previously announced
Strategic Review to also incorporate the potential sale of the Company and is
seeking buyers.
While the Strategic Review process remains ongoing, IQE is progressing
negotiations with multiple parties for the sale of the Group's Taiwan
operations. Should the sale of Taiwan be concluded, it is expected that the
proceeds from such sale will be used to fully repay the Group's Revolving
Credit Facility with HSBC Bank and Convertible Loan Notes issued in March
2025, as well as providing IQE with cash to invest in its core operations. The
Board continues to be advised by Lazard on the full scope of the Strategic
Review.
The Takeover Panel (the "Panel") Executive has granted a dispensation from the
requirement of Rules 2.4(a) and 2.4(b) of the Code such that IQE is not
required to identify in this announcement any potential offeror with which IQE
is in talks, or from which an approach has been received, unless that
potential offeror has been specifically identified in any rumour or
speculation.
Following this announcement, IQE is now considered to be in an "offer period"
as defined by the Code, and the disclosure requirements as set out below will
apply.
IQE is in receipt of an approach from a potential offeror at the time of this
announcement. There can be no certainty either that an offer will be made nor
as to the terms of any offer, if made.
Jutta Meier, Chief Executive Officer of IQE, commented:
"We have updated our expectations for the full year to adjust for the deferral
of certain contracts in our Wireless and Photonics segments. This is a result
of continued global and macro uncertainty which has impacted the unwinding of
customer inventory levels pre-built in 2023 and 2024, the sale of new mobile
handsets and the release of budgetary spending across the US military and
defence sector.
Looking ahead, while the Strategic Review remains ongoing I am encouraged by
the progress we are making and remain confident in our ability to unlock value
for all of our stakeholders."
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
White & Case LLP is acting as legal adviser to IQE.
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.
The person responsible for arranging the release of this announcement on
behalf of IQE is Jutta Meier, Chief Executive Officer.
IMPORTANT NOTICES
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (the "FCA"), 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 nor for providing
advice in relation to the Strategic Review or any other matters referred to in
this announcement. 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 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
IQE in connection with the Strategic Review 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 P Strategic
Review or any transaction, matter or arrangement referred to in this document.
Peel Hunt's responsibilities as IQE'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 IQE or to any Director or to any other person in respect
of the Strategic Review.
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 IQE 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 Deutsche Numis or for
advising any other person in respect of the Strategic Review or any
transaction, matter or arrangement referred to in this document.
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, or the solicitation of any
vote or approval, in any jurisdiction. Any offer, if made, will be made solely
by certain offer documentation, which will contain the full terms and
conditions of any offer, including details of how it may be accepted. 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.
DISCLOSURE REQUIREMENTS OF THE CODE
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
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 other than the United Kingdom and the
availability of any offer to shareholders of IQE who are not resident in the
United Kingdom may be restricted by the laws of relevant jurisdictions, and
any persons who access it and are subject to the laws of any jurisdiction
other than the United Kingdom or shareholders of IQE who are not resident in
the United Kingdom are required to inform themselves about and to comply with
any such restrictions of relevant jurisdictions. 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.
PUBLICATION OF THIS ANNOUNCEMENT
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in restricted jurisdictions, at https://www.iqep.com, by no later than 12:00pm
(London time) on the business day following this announcement. The content of
the website referred to in this announcement is not incorporated into and does
not form part of this announcement.
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