IQE plc: Results of Placing and Retail Offer
Summary by AI BETAClose X
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
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/.
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 appointments for use at the General Meeting |
9.30 a.m. on Wednesday 13 May 2026 |
|
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 uncertificated form and share certificates to be issued to shareholders who wish to receive certificated shares |
As soon as practicable after Admission |
|
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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 9 minutes ago Softcat
- 3 hours ago Tertiary Minerals
- 3 hours ago Hargreaves Services
- 16 hours ago ASOS
- 17 hours ago MJ Gleeson