IQE plc: Profit Forecast Directors' Confirmations
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IQE plc
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
9 September 2025
Profit Forecast Directors' Confirmations
IQE plc's ("IQE") trading update, as contained in the same announcement commencing IQE's offer period on 8 September 2025, contained the following statement in respect of the financial year ending 31 December 2025 which, for the purposes of Rule 28.1(c) of the City Code on Takeovers and Mergers (the "Code"), constitutes a profit forecast (the "IQE Profit Forecast"):
· 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 IQE Profit Forecast constitutes an ordinary course profit forecast for the purposes of Note 2(a) on Rule 28.1 of the Code. Accordingly, the appendix to this announcement contains the IQE directors' confirmations required pursuant to Rule 28.1(c) of the Code.
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
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 IQE's ongoing strategic review (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.
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.
APPENDIX
Directors' confirmation
The directors of IQE confirm that, as at the date of this announcement, the IQE Profit Forecast remains valid and that it has been properly compiled on the basis of the assumptions set out below and that the basis of accounting used is consistent with IQE's existing accounting policies.
Basis of preparation
The IQE Profit Forecast is based on IQE's current internal unaudited consolidated accounts for the 7-month period ended 31 July 2025 and IQE's current internal unaudited forecasts for the remainder of the financial year ending 31 December 2025. The IQE Profit Forecast has been compiled on the basis of the assumptions set out below.
The basis of the accounting policies used in the IQE Profit Forecast is consistent with the existing accounting policies of the IQE group.
Assumptions
The IQE Profit Forecast has been prepared on the basis referred to above and subject to the principal assumptions set out below. The IQE Profit Forecast is inherently uncertain and there can be no guarantee that any of the assumptions listed below will occur and/or if they do, their effect on IQE's results of operations, financial condition or financial performance may be material. The IQE Profit Forecast should be read in this context and construed accordingly.
The directors of IQE have made the following assumptions in respect of the financial year ending 31 December 2025:
Assumptions within IQE's control or influence:
(a) no material change to the existing strategy or operation of IQE's business, including the business or operating model;
(b) no material adverse change to IQE's ability to meet customer, supplier and partner needs and expectations based on current practice;
(c) no material unplanned asset disposals, merger and acquisition or divestment activity conducted by or affecting the IQE group;
(d) no material change to the present management of the IQE group; and
(e) no material change in capital allocation policies of the IQE group.
Assumptions outside of IQE's control or influence
(a) no material effect from changes to existing prevailing macroeconomic, fiscal / inflationary conditions in the markets or regions in which the IQE group operates;
(b) no material adverse change to IQE's market environment, including in relation to consumer demand or competitive environment;
(c) no material adverse events that have a significant impact on IQE's major partners or suppliers;
(d) no material changes of the value of pound sterling above the average foreign exchange rates that have applied during the 7-month period ended 31 July 2025;
(e) no material adverse events that would have a significant impact on the IQE group, including (but not limited to) information technology/cyber infrastructure;
(f) no material new litigation or regulatory investigations, and no material unexpected developments in any existing litigation or regulatory investigation, each in relation to any of IQE's operations, products or services; and
(g) no material change in legislation, taxation or regulatory requirements impacting IQE's operations, expenditure or its accounting policies.
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