Placing
(Thomson Reuters ONE) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA, NEW ZEALAND OR THE
REPUBLIC OF IRELAND (THE "RESTRICTED JURISDICTIONS") OR ANY OTHER JURISDICTION
IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
IQE plc
("IQE", the "Group" or the "Company")
PLACING TO RAISE £20.8 MILLION TO FUND AN ACQUISITION
AND EXPANSION IN MANUFACTURING FACILITIES
IQE (AIM:IQE), the leading global supplier of advanced wafer products and wafer
services to the semiconductor industry announces its intention to place
65,000,000 new ordinary shares of 1p each ("Placing Shares") at a price of 32
pence ("Placing Price") to raise £20.8 million before expenses (the "Placing").
The proceeds of the Placing will be used to, inter alia:
· satisfy the consideration payable on the acquisition of Galaxy Compound
Semiconductors, Inc. ("Galaxy"), and facilitate new opportunities;
· fund expansion in manufacturing capacity and facilitate further growth;
· reduce debt; and
· strengthen the balance sheet to position the Group for further and more
rapid growth.
Acquisition of Galaxy and new acquisition opportunities
IQE has announced today that it has acquired Galaxy for a consideration based on
a multiple of up to 5.5 times earnings before interest tax depreciation and
amortisation ("EBITDA"), subject to a minimum consideration of $5.4 million and
capped at a maximum total consideration of $14.15 million.
Galaxy is a specialist manufacturer of substrates used in infra-red ("IR")
technology and complements IQE's existing offering of infrared based materials
from its UK Wafer Technology division. Headquartered in the State of Washington
in the United States of America, Galaxy's materials are used in a wide range of
IR imaging technologies for military and commercial applications.
In the year ended 31 December 2009, Galaxy's unaudited management accounting
information indicated that it generated revenue of $3.0 million, EBITDA of $0.8
million, profit before taxation of $0.7 million and had net assets of $1.6
million as at 31 December 2009. The acquisition of Galaxy is expected to be
immediately earnings enhancing.
The consideration will be payable in cash. IQE is required to make quarterly
payments to the vendors of Galaxy commencing on 31 December 2010 which in
aggregate will total $1.5 million. A payment of the final consideration less a
retention of approximately $0.6 million will be due for payment on 31 March
2012. The retained $0.6 million is payable on 31 December 2012. If the IQE
volume weighted average closing price is greater than or equal to 60 pence over
a consecutive four week period then the payment terms of the final consideration
will be accelerated , but will not be payable before July 2011.
IQE will be retaining the Galaxy management team and key technical personnel
pursuant to the acquisition. The directors of IQE ("Directors") believe that IR
materials are a rapidly growing segment of the optoelectronics sector, and that
investment into Galaxy will open up major opportunities for the IQE Group. IQE
intends to support the expansion of Galaxy by providing $1 million of capital
expenditure in 2011.
The acquisition of Galaxy complement's IQE's current offering of infrared
materials from its UK based wafer technology operation and is wholly consistent
with the Group's successful strategy of providing multi-site capabilities across
its product range.
In addition, IQE may use the funds raised to acquire other businesses which
could help it to develop the Group by way of complementary technologies,
operations and customers.
Fund expansion in manufacturing capacity
IQE expects its current manufacturing facilities to be running at approximately
70 per cent. capacity by the end of the 2010 financial year. The Directors
believe that security of supply is a critical success factor for the IQE
business and that IQE needs to provide assurance to its customers that it has
sufficient available surge capacity as it seeks to gain additional market share
with those key customers.
The Company intends to use part of the proceeds of the Placing to selectively
invest in additional capacity for certain products. The Directors believe that
investment in new plant and machinery can provide attractive economic returns
for the Company.
Repayment of debt facilities
The Company intends to use approximately £10 million of the proceeds of the
Placing to repay banking facilities to reduce the Group's ongoing interest costs
and protect IQE from potentially significant price increases at renewal on these
facilities. The facilities to be repaid include a revolving credit facility
(currently £7 million outstanding with an interest rate of approximately 4 per
cent. which is likely to increase significantly in Q1 2011), outstanding
overdraft facilities of £0.3 million and an invoice discounting facility
(currently £2.5 million with an interest rate of SIBOR plus 2 per cent.). The
reduction of indebtedness will reduce annual interest costs of IQE and provide
significant financial flexibility for the Company to manage expansion of
manufacturing facilities and increased commercial activity.
Strengthen the balance sheet to position the Group for further and more rapid
growth
Following the Placing, the Company believes that its balance sheet will be
significantly strengthened with an enlarged capital base, improved liquid cash
resources and a net funds position.
The Directors believe that this will allow the Group to exploit fully the
organic growth opportunities available to its business, providing assurance to
key customers that the Group is in a strong financial position and structured to
fund increases in capacity to meet additional orders from those customers.
Furthermore, the Directors believe that its enlarged capital base will provide
the Group with significantly improved financial flexibility allowing the Company
to grow more aggressively and take advantage of opportunities for outsourcing
deals.
Trading Outlook
On 1 September 2010, the Company reported its unaudited interim results for the
six months ended 30 June 2010. In that announcement the Company provided the
following information on trading outlook:
"Growth in demand for IQE's products during the first half of 2010 was largely
driven by the increasing demand for wireless components used in smartphone and
tablet PC technologies, which contain a significantly higher content of gallium
arsenide (GaAs) products than previous generations of handheld devices.
"Smartphones represent a fundamental structural shift in mobile communications
and will still only account for 19% of the total handset marketplace in 2010.
The Group sees the annual growth rate of 30-40% continuing for several years to
come. In addition, the proliferation of wireless applications such as with smart
meters and point to point communications will add further demand for IQE's
wireless products.
"Demand for wireless products is strongly supported by accelerating growth in
demand for optoelectronic devices across a range of exciting new technologies
and applications, including finger navigation, short range data communications,
lasers for projection, high efficiency LEDs and CPV materials for advanced solar
energy generation.
"Significant growth is also occurring in IQE's silicon based product division
with the adoption of new engineered substrates launched in 2009 such as
Germanium on Insulator (GeOI) and Silicon on Sapphire (SOS) for next-generation
integrated circuits and high speed devices.
"The second half has begun well, with sales now anticipated to be ahead of
expectations as a result of a strong performance across all of the Group's
product ranges. The continued successful implementation of the Group's strategy
combined with strong operational performance give the Board every confidence in
both the short term and long term prospects of the business."
Trading since then has remained strong as the Group's customers continue to both
upgrade their sales expectations and expand their businesses.
Information on the Placing
At the Annual General Meeting of the Company on 21 July 2010, the Company was
granted authority to allot up to 66,782,030 ordinary shares of 1p each in the
capital of the Company ("Ordinary Shares") for cash on a non pre-emptive basis.
The Placing Shares are to be issued for cash using this authority. The Placing
Shares will, when issued and fully paid, rank pari passu in all respects with
the existing ordinary shares of the Company. The Placing Shares are equivalent
to approximately 12.71 per cent. of the Company's enlarged ordinary share
capital following Admission (defined below) and the Placing Price represents a
discount of approximately 3.0 per cent. to the 33.0 pence closing price of IQE's
ordinary shares on 29 September 2010, the last practicable date before this
announcement and a premium of approximately 6.3 per cent. to the average closing
price of IQE's ordinary shares of 30.1 pence over the last 30 trading days up to
and including 29 September 2010.
The Placing is conditional, inter alia, upon admission of the Placing Shares to
AIM, a market operated by the London Stock Exchange plc ("AIM") ("Admission")
and satisfaction of the terms and conditions in the placing agreement between
the Company and Execution Noble Limited ("Execution Noble") dated 29 September
2010.
Placing statistics
+--------------------------------------------------------------+---------------+
|Placing Price | 32 pence|
+--------------------------------------------------------------+---------------+
|Number of Placing Shares to be issued pursuant to the Placing | 65,000,000|
+--------------------------------------------------------------+---------------+
|Percentage of the existing issued share capital represented by|14.57 per cent.|
|the Placing Shares | |
+--------------------------------------------------------------+---------------+
|Estimated gross proceeds of the Placing at the Placing Price | £20,800,000|
+--------------------------------------------------------------+---------------+
|Admission to AIM and commencement of dealings in the Placing | 5 October 2010|
|Shares | |
+--------------------------------------------------------------+---------------+
Enquiries:
IQE plc Drew Nelson T: +44 29 2083 9400
Phil Rasmussen
Chris Meadows
Execution Noble James Bromhead T: +44 020 7456 9191
Richard Crawley
College Hill Adrian Duffield T: +44 20 7457 2020
Carl Franklin
Important Notices
This announcement has been issued by, and is the sole responsibility of, the
Company.
The Appendix to this announcement (which forms part of this announcement) sets
out the terms and conditions of the Placing.
By participating in the Placing (as defined below), each person who is invited
to and who chooses to participate in the Placing (a "Placee") by making an oral
and legally binding offer to acquire Placing Shares will be deemed to have read
and understood this announcement in its entirety (including the Appendix) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties and acknowledgements contained in
the Appendix.
Members of the public are not eligible to take part in the Placing and no public
offering of securities will be made.
This announcement is for information purposes only and is directed only at: (a)
persons in member states of the European Economic Area who are qualified
investors as defined in Article (2)(1)(e) ("qualified investors") of Directive
2003/71/EC; and (b) in the United Kingdom, qualified investors who are persons
(1) who have professional experience in matters relating to investments falling
within Article 19(1) (investment professionals) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order");
(2) falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order; or (3) other persons to whom it
may otherwise lawfully be communicated without being accompanied by any further
statements and/or warnings required by the Order and not included in this
Announcement (all such persons together being referred to as "Relevant
Persons").
This announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement or the Placing relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other than
Relevant Persons, the details of the Placing and the book-building set out in
this announcement are for information purposes only.
Execution Noble & Company Limited which is authorised and regulated in the
United Kingdom by the Financial Services Authority (the "FSA"), is acting as
Nominated Adviser and broker to the Company for the purposes of the AIM Rules
for Companies and the AIM Rules for Nominated Advisers in connection with the
Placing and Admission and is not acting for, and will not be responsible to, any
person other than the Company for providing the protections afforded to
customers of Execution Noble or for advising any other person on any transaction
or arrangement referred to in this announcement. Execution Noble Limited
("Execution Noble"), which is authorised and regulated in the United Kingdom by
the FSA, is acting exclusively as financial adviser to and broker to IQE plc and
for no one else in connection with the Placing and is not advising any other
person or treating any other person as its customer in relation to or in
connection with the Placing and is not advising any other person or treating any
other person as its customer in relation to the matters referred to in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Execution Noble or for
providing advice in relation to the Placing or any matter referred to in this
announcement.
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION REGARDING THE PLACING FOR PLACEES ONLY
1. Eligible participants
Members of the public are not eligible to take part in the Placing. This
Appendix and the terms and conditions set out herein are for information
purposes only and are directed only at:
a) persons in member states of the European Economic Area who are qualified
investors as defined in section 86(7) of the Financial Services and Markets Act
2000, as amended, ("qualified investors") being persons falling within the
meaning of article 2(1)(e) of the EU Prospectus Directive (which means directive
2003/71/EC and includes any relevant implementing directive measure in any
member state) (the "Prospectus Directive"); and
b) in the United Kingdom, qualified investors who are persons who (i) have
professional experience in matters relating to investments falling within
article 19(1) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc")
of the order; or (iii) are persons to whom it may otherwise be lawfully
communicated,
(all such persons in (a) and (b) together being referred to as "relevant
persons").
This Appendix and the terms and conditions set out herein must not be
acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this appendix and the terms and conditions set out
herein relates is available only to relevant persons and will be engaged in only
with relevant persons. This Appendix does not itself constitute an offer for
sale or subscription of any securities in the Company.
Each Placee should consult with its own advisers as to legal, tax, business and
related aspects of an investment in placing shares
2. Overseas jurisdictions
The distribution of this announcement and/or issue of Placing Shares pursuant to
the Placing or otherwise in certain jurisdictions outside the United Kingdom may
be restricted by law. Persons who seek to participate in the Placing must inform
themselves about and observe any such restrictions. In particular, this
announcement does not constitute an offer to sell or issue or the solicitation
of an offer to buy or subscribe for Placing Shares in the United States, Canada,
Australia, Japan, South Africa, New Zealand or the Republic of Ireland or any
other jurisdiction in which such offer or solicitation, publication or
distribution is or would be unlawful. Persons receiving the announcement
including this Appendix (including, without limitation, custodians, nominees and
trustees) must not distribute, mail or send it in, into or from the United
States, or use the United States mails, directly or indirectly, in connection
with the Placing, and by so doing may invalidate any related purported
application for Placing Shares.
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended ("US Securities Act") or under the securities
laws of any state or other jurisdiction of the United States, and, subject to
certain exceptions, may not be offered or sold, resold or delivered, directly or
indirectly in or into the United States, or to, or for the account or benefit
of, any US persons (as defined in Regulation S under the US Securities Act). No
public offering of the Placing Shares is being made in the United States. No
money, securities or other consideration from any person inside the United
States is being solicited pursuant to this announcement or the Placing and, if
sent in response to the information contained in this announcement, will not be
accepted. This announcement is not an offer of securities for sale into the
United States.
3. Details of the placing agreement and the Placing Shares
Execution Noble has entered into a placing agreement (the "Placing Agreement")
dated 29 September 2010 with the Company under which Execution Noble has, on the
terms and subject to the conditions set out therein, undertaken to use its
reasonable endeavours to procure subscribers for the Placing Shares. The Placing
is not being underwritten by Execution Noble.
Execution Noble is arranging the Placing as agent for and on behalf of the
Company. Execution Noble will determine in its absolute discretion the extent of
each Placee's participation in the Placing, which will not necessarily be the
same for each Placee. No commission will be payable to Placees in respect of
their Placing Shares.
The Placing Shares will, when issued, be credited as fully paid and will be
issued subject to the Company's Memorandum and Articles of Association and will
rank pari passu in all respects with the existing issued ordinary shares in the
capital of the Company ("Ordinary Shares"), including the right to receive all
dividends and other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
Each Placee will be required to pay to Execution Noble, on the Company's behalf,
the Placing Price for each Placing Share allocated to it by Execution Noble and
agreed to be acquired by it under the Placing in accordance with the terms set
out in this Appendix. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to each of Execution Noble and the
Company. Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Execution Noble, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price and the number
of Placing Shares allocated to such Placee and which it has agreed to subscribe
for. Each Placee will be deemed to have read and understood this Appendix in its
entirety, to be participating in the Placing upon the terms and conditions
contained in this Appendix, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as contained in this
Appendix. To the fullest extent permitted by law and applicable FSA rules (the
"FSA Rules"), neither (i) Execution Noble, (ii) any director, officer, employee
or consultant of Execution Noble, or (iii) to the extent not contained within
(i) or (ii), any person connected with Execution Noble as defined in the FSA
Rules ((i), (ii) and (iii) being together "Affiliates" and individually an
"Affiliate"), shall have any liability to Placees or to any person other than
the Company in respect of the Placing.
4. Conditions of the Placing
Execution Noble's obligations under the Placing Agreement in respect of the
Placing Shares are conditional on, inter alia:
a) none of the warranties contained in the Placing Agreement being untrue,
inaccurate or misleading as at the date of the Placing Agreement and the date of
Admission as though they had been given and made on such dates (by reference to
the facts and circumstances existing at such dates);
b) the Company allotting, subject only to Admission, the Placing Shares in
accordance with the Placing Agreement; and
c) Admission taking place not later than 8.00 a.m. on 5 October 2010 or such
later date as the Company and Execution Noble may otherwise agree; and
d) the completion of the acquisition of Galaxy having taken place.
If:
i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Execution Noble by the
respective time or date where specified (or such later time or date as the
Company and Execution Noble may agree);
ii) any of such conditions becomes incapable of being fulfilled; or
iii) the Placing Agreement is terminated in the circumstances specified
below,
the Placing in relation to the Placing Shares will lapse and the Placee's rights
and obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by the
Placee in respect thereof. Execution Noble may, at its discretion and upon such
terms as it thinks fit, waive compliance by the Company with certain of the
Company's obligations in relation to the conditions in the Placing Agreement
save that the above condition relating to Admission taking place may not be
waived. Any such extension or waiver will not affect Placees' commitments as set
out in this Announcement.
Neither Execution Noble nor the Company shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive or to extend
the time and /or date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of Company and
Execution Noble.
It is anticipated that the conditions set out in this Appendix will be fulfilled
by 5 October 2010 in respect of the Placing. Execution Noble may agree with the
Company to extend the time for the satisfaction of any of the conditions of the
Placing (provided that such time may not be extended beyond 5.00 p.m. on 15
October 2010 (the "Long Stop Date"). The company will inform each Placee if any
such extension is agreed all subsequent dates mentioned in this Announcement
will be adjusted appropriately.
5. Right to terminate under the Placing Agreement
Subject to the paragraph below, if the conditions are not satisfied or waived by
5 October 2010 in respect of the Placing or such later time as may be agreed by
Execution Noble and the Company but in any event not later than 5.00 p.m. on the
Long Stop Date), the Placing will not proceed and Placees' rights and
obligations will cease and determine and no claims will be capable of being made
by any Placee in respect of the Placing, and any payments made by Placees will
be returned as soon as possible thereafter at the Placee's own risk without
interest.
Execution Noble is entitled, at any time before Admission, to terminate the
Placing Agreement in relation to its obligations in respect of the Placing
Shares by giving notice to the Company in certain circumstances, including a
breach of the warranties given to Execution Noble in the Placing Agreement or
the failure of the Company to comply with obligations under the Placing
Agreement which (in either case) Execution Noble reasonably considers to be
material in the context of the Placing or, the occurrence of a force majeure
event which in the reasonable opinion of Execution Noble is or will be or may be
materially prejudicial to the Company or the Placing. By participating in the
Placing, Placees agree that the exercise by Execution Noble of any right of
termination or other discretion under the Placing Agreement shall be within the
absolute discretion of Execution Noble and that it need not make any reference
to Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise. The Company will inform each Placee if
Execution Noble's obligations under the Placing Agreement do not become
unconditional by 8.00 a.m. on 5 October 2010, or such later time and date as
Execution Noble may in its absolute discretion determine (being no later than
5.00pm on the Long Stop Date).
6. Participation and settlement
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally with Execution Noble. Such agreement will
constitute a legally binding commitment on such Placee's part to acquire that
number of Placing Shares at the Placing Price on the terms and conditions set
out or referred to in this Appendix.
After such agreement is entered into, a written confirmation will be dispatched
to the Placee by Execution Noble confirming (i) the number of Placing Shares
that such Placee has agreed to acquire, (ii) the aggregate amount such Placee
will be required to pay for those Placing Shares and (iii) settlement
instructions. It is expected that such written confirmations will be despatched
by the date on which this announcement is published and that the "trade date"
for settlement purposes will be 30 September 2010 and the "settlement date" will
be 5 October 2010.
Settlement of transactions in the Placing Shares (ISIN: GB0009619924; SEDOL:
0961992) will take place within the CREST system, subject to certain exceptions,
on a delivery versus payment ("DVP") basis. Placees should match their
instructions to Execution Noble's CREST participant I.D. 601. This is a CREST
account which is operated by Pershing on Execution Noble's behalf. The account
ID is ETCLT. Execution Noble reserves the right to require settlement for and
delivery of any Placing Shares to any Placees by such other means that it deems
appropriate if delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Appendix or would not be
consistent with the regulatory requirements in any Placee's jurisdiction. A
Placee whose Placing Shares are to be delivered to a custodian or settlement
agent should ensure that the written confirmation is copied and delivered
immediately to the appropriate person within that organisation.
Placees should instruct their CREST agent to make arrangements for payment for
any Placing Shares which Placees are required to acquire as soon as possible.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. No Placee (or any nominee or other agent acting on
behalf of a Placee) will be entitled to receive any fee or commission in
connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for any other
person) within the CREST system and registered in the name of such Placee or
such Placee's nominee provided that the Placing Shares are not issued to a
person whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any such person.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a subscription
by it and/or such person direct from the Company for the Placing Shares in
question. Such agreement assumes that the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other subsequent dealing in the
Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor Execution Noble will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty
reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Execution Noble in the event that any of the Company
and/or Execution Noble has incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its own advice
and notify Execution Noble accordingly.
In addition, Placees should note that they will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the subscription by them
of any Placing Shares or the agreement by them to subscribe for any Placing
Shares.
When a Placee or person acting on behalf of the Placee is dealing with Execution
Noble, any money held in an account with Execution Noble on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FSA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Execution Noble's money in accordance with the
client money rules and will be used by Execution Noble in the course of its own
business and the Placee will rank only as a general creditor of Execution Noble.
7. No prospectus
No prospectus has been or will be submitted for approval by the FSA in relation
to the Placing or the Placing Shares. Placees' commitments in respect of Placing
Shares will be made solely on the basis of the information contained in this
announcement and on the terms contained in it. Each Placee, by accepting a
participation in the Placing, undertakes that it has neither received nor relied
on any other information, representation, warranty or statement made by or on
behalf of Execution Noble or the Company and neither the Company nor Execution
Noble will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on this announcement and its
own investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
8. Payment default
A Placee's entitlement to receive any Placing Shares will be conditional on
Execution Noble's receipt of payment from the relevant Placee by the relevant
time to be stated in the written confirmation referred to at paragraph 6 above,
or by such later time and date as Execution Noble may in its absolute discretion
determine. Execution Noble may, in its absolute discretion, waive such
condition, and shall not be liable to any Placee in the event of it deciding
whether to waive or not to waive such condition.
If any Placee fails to make such payment by the required time for any Placing
Shares:- (i) the Company may release itself (if it decides in its absolute
discretion to do so) and will be released from all obligations it may have to
allot and/or issue any such Placing Shares to such Placee or at its direction
which are then unallotted and/or unissued; (ii) the Company may exercise all
rights of lien, forfeiture and set-off over and in respect of any such Placing
Shares to the fullest extent permitted under its Articles of Association or
otherwise by law and to the extent that such Placee then has any interest in or
rights in respect of any such shares; (iii) the Company or, as applicable,
Execution Noble may sell (and each of them is irrevocably authorised by such
Placee to do so) all or any of such shares on such Placee's behalf and then
retain from the proceeds, for the account and benefit of the Company or, where
applicable, Execution Noble (a) any amount up to the total amount due to it as,
or in respect of, subscription monies, or as interest on such monies, for any
Placing Shares, (b) any amount required to cover any stamp duty or stamp duty
reserve tax arising on the sale, and (c) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it in respect of
such sale; and (iv) such Placee shall remain liable to the Company and to
Execution Noble for the full amount of any losses and of any costs which it may
suffer or incur as a result of it (a) not receiving payment in full for such
Placing Shares by the required time, and/or (b) the sale of any such
Placing Shares to any other person at whatever price and on whatever terms are
actually obtained for such sale by or for it. Interest may be charged in respect
of payments not received by Execution Noble for value by the required time
referred to above at the rate of two percentage points above the current base
rate of The Royal Bank of Scotland.
9. Placees' warranties and undertakings to the Company and Execution Noble
Placees will be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In particular,
each such Placee (and any person acting on behalf of the Placee) represents,
warrants and acknowledges that:
a) it is a person of a kind described in Article 19 (Investment
Professionals) and/or Article 49 (High net worth companies, unincorporated
associations, etc.) of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005 (as amended) or is otherwise a person to whom it would
otherwise be lawful to offer a participation;
b) it agrees to and accepts all of the terms set out in this Appendix and
that it has the power and authority to subscribe for the Placing Shares and to
give all confirmations and to execute and deliver all documents necessary to
effect such subscription;
c) its rights and obligations in respect of the Placing will terminate only
in the circumstances described in this Appendix and will not be capable of
rescission or termination by it in any circumstances;
d) it will pay the full amount at the Placing Price as and when required in
respect of all Placing Shares allocated to it in accordance with such terms and
will do all things necessary on its part to ensure that payment for such shares
and their delivery to it or at its direction is completed in accordance with the
standing CREST instructions (or, where applicable, standing
certificated settlement instructions) that it has in place with Execution Noble
or puts in place with Execution Noble with its agreement;
e) it is not accepting its Placing Participation on a non-discretionary
basis other than as agent for persons who are acquiring shares in the ordinary
course of business and who fall within Article 2.1 (e)(i) of the Prospectus
Directive 2003;
f) it is not and does not regard itself as being a customer of Execution
Noble in relation to the Placing, and Execution Noble will not have any duties
or responsibilities towards it or its clients for providing protections afforded
to their customers under the rules of the Financial Services Authority (the
"Rules") or for advising it with regard to the Placing Shares and that Execution
Noble shall not be responsible to it or any other person for providing the
protections afforded to its customers whether under the Rules or otherwise, or
for advising it or any other person in respect of or in connection with such
arrangements. In addition any payment by it will not be treated as client money
governed by the Rules. It agrees that Execution Noble shall not be liable to it
for any matter arising out of its role as placing agent or otherwise in
connection with the Placing and that, where any such liability nevertheless
arises as a matter of law, it will immediately waive any claim against Execution
Noble which it may have in respect thereof;
g) Execution Noble does not have any duty to it similar or comparable to
rules of "best execution", "suitability" and "risk warnings" as set out in the
Conduct of Business Sourcebook of the Financial Services Authority. It accepts
that it is not relying on Execution Noble to advise whether or not the Placing
Shares are in any way a suitable investment for it;
h) in agreeing to subscribe for Placing Shares it is not relying on any
information, representation or warranty in connection with the Placing, the
Company, the Placing Shares, or otherwise, other than as contained in this
Announcement including the Appendix (for which the only person(s) responsible to
it is or are the person(s) stated in this announcement as having accepted
responsibility for such information, representation, warranty or statement). It
is not relying on any representation or warranties or agreements by Execution
Noble or any director, employee or agent of or any other person, except as set
out in the express terms of this Announcement including the Appendix;
i) it confirms that it has made an investigation of the pertinent facts
relating to the operation of the Company to the extent it deems necessary in
order to be fully informed with respect thereto;
j) it has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of an investment in the
Company and it is able to bear the economic risk of a complete loss of its
investment in the Company;
k) it is entitled to subscribe for or purchase the Placing Shares comprised
in its Placing Participation under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder and complied
with all necessary formalities;
l) it is a person whose ordinary activities involve it in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of its business or that it will acquire, hold, manage and dispose of
the Placing Shares for the purposes of its business;
m) in accepting a Placing Participation it is acting as principal and for no
other person and that its acceptance of that commitment will not give any other
person a contractual right to require the issue by the Company of any of the
Placing Shares;
n) it is entitled to acquire Placing Shares under the laws of all relevant
jurisdictions which apply to it and it has complied, and will fully comply, with
all such laws (including where applicable, the Terrorism Act 2000, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, and
the Money Laundering Regulations 2007 (the "Regulations"), each as amended from
time to time) and has obtained all governmental and other consents (if any)
which may be required for the purpose of, or as a consequence of, such
acquisition, and it will provide promptly to Execution Noble such evidence, if
any, as to the identity or location or legal status of any person which
Execution Noble may request from it in connection with the Placing (for
the purpose of complying with any such laws or regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is subject
or otherwise) in the form and manner requested by Execution Noble on the basis
that any failure by it to do so may result in the number of Placing Shares that
are to be allotted and/or issued to it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Execution Noble may decide
at its sole discretion;
o) that it has identified its clients in accordance with the Regulations and
that it has complied fully with its obligations pursuant to the Regulations;
p) it has observed the laws of all requisite territories, obtained any
requisite governmental or other consents, complied with all requisite
formalities and paid any issue, transfer or other taxes due in connection with
its application in any territory and that it has not taken any action which will
or might result in the Company or Execution Noble acting in breach of the
regulatory or legal requirements of any territory in connection with the
Placing, application for Placing Shares or the admission to AIM of the Placing
Shares;
q) neither it, its affiliates nor any persons acting on its or their behalf
has taken or will take, directly or indirectly, any action designed to cause or
to result in, or that has constituted or which might reasonably be expected to
cause or result in, the stabilisation in violation of applicable laws or
manipulation of the price of the ordinary shares in the Company to facilitate
the sale or resale of the Placing Shares;
r) it will not distribute any press announcement relating to the Placing or
any other offering material, directly or indirectly, in or into the United
States, Canada, Japan, the Republic of Ireland, New Zealand, the Republic of
South Africa or Australia or to any person resident in such countries;
s) neither it, its affiliates, nor any person acting on its or their
behalf, has engaged or will engage in any form of general solicitation or
general advertising (within the meaning of Regulation D under the Securities
Act) in connection with any offer and sale of the Placing Shares in the United
States; neither has it nor any of its affiliates, nor any person acting on its
or their behalf used or will use in connection with its Placing Participation,
directly or indirectly, the postal system of, any instrument (including, without
limitation, facsimile transmission, telex, telephone and the internet) of
interstate or foreign commerce of, or any facilities or a national securities
exchange of the United States;
t) is acquiring the Placing Shares in an 'offshore transaction' in
accordance with Regulation S promulgated under the United States Securities Act
of 1933, as amended, for its own account or for an account with respect to which
it exercises sole investment discretion, and that at the time it originates its
subscription or acquisition it (and any such account) is outside the United
States or such account (other than an estate or trust) is held for the benefit
or account of a non-US person; the Placing Shares are being offered and sold
outside the United States in accordance with Regulation S and none of the
Placing Shares have been or will be registered under the US Securities Act;
u) Execution Noble may (in its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any other Affiliate or any person
associated with any Affiliate to do so;
v) it is not, and is not acting in relation to the Placing as nominee or
agent for, a person who is or may be liable to stamp duty or stamp duty reserve
tax in respect of any agreement to acquire (or any acquisition of) shares or
other securities at a rate in excess of 0.5 per cent. (including,
without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986
concerning depositary receipts and clearance services), and the allocation,
allotment, issue and/or delivery to it, or any person specified by it for
registration as holder, of Placing Shares will not give rise to a liability
under any such section;
w) that the person who it specifies for registration as holder of the
Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither Execution Noble nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the Company and
Execution Noble in respect of the same on the basis that the Placing Shares will
be credited to the CREST stock account of Execution Noble (CREST participant ID:
601) who will hold them as nominee for the subscribers of such shares until
settlement in accordance with its standing settlement instructions;
x) it irrevocably appoints any director or employee of Execution Noble as
its agent for the purpose of executing and delivering to the Company and/or its
registrars any document on its behalf necessary to enable it to be registered as
the holder of the Placing Shares being issued to it;
y) it will not make any offer to the public of the Placing Shares for the
purposes of the Prospectus Regulations 2005, Schedule 11 to FSMA or section 85
of FSMA;
z) it agrees to be bound by the terms of the memorandum and articles of
association of the Company;
aa) this Appendix and any contract which may be entered into between it and
Execution Noble and/or the Company pursuant to it or the Placing shall be
governed by and construed in accordance with the laws of England, for which
purpose it submits to the exclusive jurisdiction of the courts of England and
Wales as regards any claim, dispute, or matter arising out of or relating to
this Appendix or such contract, except that each of the Company and Execution
Noble shall have the right to bring enforcement proceedings in respect of any
judgement obtained against such Placee in the courts of England and Wales in the
courts of any other relevant jurisdiction;
bb) it confirms that it is not presently acting in concert, as defined in the
City Code on Takeovers and Mergers, with any existing shareholder or other
Placee;
cc) each right or remedy of the Company or Execution Noble provided for in
this Appendix is in addition to any other right or remedy which is available to
such person and the exercise of any such right or remedy in whole or in part
shall not preclude the subsequent exercise of any such right or remedy;
dd) any document that is to be sent to it in connection with the Placing will
be sent at its risk and may be sent to it at any address provided by it to
Execution Noble;
ee) none of its rights or obligations in respect of the Placing is
conditional on any other person agreeing to acquire any Placing Shares under the
Placing and no failure by any other Placee to meet any of its obligations in
respect of the Placing shall affect any of its obligations in respect of the
Placing;
ff) Execution Noble does not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities in
the Placing Agreement. Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Execution Noble or any of its affiliates may, at
its absolute discretion, agree to become a Placee in respect of some or all of
the Placing Shares; and
gg) the Company, Execution Noble and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
undertakings which are given by Placees (or persons acting on their behalf) to
Execution Noble on its own behalf and on behalf of the Company and are
irrevocable.
The rights and remedies of the Company and Execution Noble under these terms and
conditions are in addition to any rights or remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
[HUG#1447800]
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: IQE plc via Thomson Reuters ONE
Unternehmensinformation / Kurzprofil:
Datum: 30.09.2010 - 08:01 Uhr
Sprache: Deutsch
News-ID 43425
Anzahl Zeichen: 0
contact information:
Town:
Cardiff,
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 210 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Placing"
steht unter der journalistisch-redaktionellen Verantwortung von
IQE plc (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
