Form 8 (OPD) Alphawave IP Group plc
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Full name of discloser: |
Alphawave IP Group plc |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
N/A |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Alphawave IP Group plc |
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(d) Is the discloser the offeror or the offeree? |
Offeree |
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(e) Date position held: The latest practicable date prior to the disclosure |
14 April 2025 |
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" |
YES - Qualcomm Incorporated |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
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Class of relevant security:
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Ordinary shares of £0.01 each |
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
Nil |
- |
Nil |
- |
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(2) Cash-settled derivatives:
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Nil |
- |
Nil |
- |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
- |
Nil |
- |
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TOTAL: |
Nil |
- |
Nil |
- |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
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Class of relevant security in relation to which subscription right exists: |
Nil |
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Details, including nature of the rights concerned and relevant percentages: |
N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
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(a) Interests held by the directors of Alphawave IP Group plc, their close relatives and related trusts (excluding options and awards set out below)
(1) Held through Sutardja Family LLC which Weili Dai is the sole manager of. (2) 76,891,580 Ordinary Shares held through The Tony Pialis (2017) Family Trust, 8,512,993 held through Pitech Investments Inc. indirectly, and 3,558,879 held through Pitech Investments Inc. directly. The 76,891,580 Ordinary Shares held through The Tony Pialis (2017) Family Trust, and 8,512,993 Ordinary Shares held through Pitech Investments Inc indirectly are legally and beneficially held by Project AuroraIP Limited ("JerseyCo"), provided that: (i) the Tony Pialis (2017) Family Trust has the right to direct the voting rights attaching to such shares in proportion to its holding of exchangeable shares in JerseyCo (as described below); and (ii) JerseyCo has irrevocably waived its rights to distributions declared on such Ordinary Shares. The Tony Pialis (2017) Family Trust has furthermore been issued with exchangeable shares in JerseyCo on a one-for-one basis for each Ordinary Share held by JerseyCo, which can be redeemed at any time for a corresponding number of Ordinary Shares. The shareholding of Tony Pialis reflects his and his connected persons' control over the Ordinary Shares held by JerseyCo by reason of The Tony Pialis (2017) Family Trust's right to exchange its exchangeable shares for Ordinary and its ability to exercise the voting rights attaching to the Ordinary Shares held by JerseyCo. (3) Held through Pitech Investments Inc. **Percentages have been rounded down and given to two decimal places.
(b) Interests held by parties deemed to be acting in concert with the Company
(1) 87,507,053 Ordinary Shares held through 2641239 Ontario Inc. indirectly and 1,456,379 Ordinary Shares held through 2641239 Ontario Inc. directly. The 87,507,053 Ordinary Shares held by 2641239 Ontario Inc. indirectly are legally and beneficially held byJerseyCo on the same basis as described in respect of the Tony Pialis (2017) Family Trust. (2) 76,891,580 held through The Rajeevan Mahadevan (2017) Family Trust, 8,512,993 held through Jeevan Capital Inc. indirectly and 3,558,879 held through Jeevan Capital Inc. directly. The 76,891,580 Ordinary Shares held by The Rajeevan Mahadevan (2017) Family Trust and 8,512,993 Ordinary Shares held through Jeevan Capital Inc. indirectly are legally and beneficially held byJerseyCo on the same basis as described in respect of the Tony Pialis (2017) Family Trust. (3) Held through 2641239 Ontario Inc. (4) Held through Jeevan Capital Inc.
**Percentages have been rounded down and given to two decimal places.
(c) Interests held as options or awards by any person acting in concert with the party to the offer making the disclosure in Alphawave IP Group plc ordinary shares
(i) Tony Pialis
(ii) Rahul Mathur
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
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None
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
No |
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Supplemental Form 8 (SBL) |
No |
Date of disclosure: |
15 April 2025 |
Contact name: |
John Hou, General Counsel |
Telephone number: |
+1 408-715-5244 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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