Confirmation of Intention to Float Alphawave IP Group plc on the London Stock Exchange

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority. This announcement is not a prospectus (or prospectus equivalent) and not an offer of securities for sale nor a solicitation of an offer to acquire or a recommendation to sell or buy securities in any jurisdiction, including in or into the United States, Australia, Canada or Japan.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information contained in a prospectus in its final form (the “Prospectus”) that may be published by Alphawave IP Group plc (the “Company”, and together with Alphawave IP Inc. and their respective subsidiaries and subsidiary undertakings, the “Group” or “Alphawave IP”) in due course in connection with the proposed admission of its ordinary shares to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc. A copy of any Prospectus published by the Company will, if published, be available for inspection from the Company’s registered office at 6th Floor, 65 Gresham Street, London EC2V 7NQ, United Kingdom and on the Company’s website at www.awaveip.com.

29 April 2021

Alphawave IP Group plc

Confirmation of Intention to Float Alphawave IP Group plc on the London Stock Exchange

Following the announcement by the Company on 22 April 2021 regarding its expected intention to float, the Company today confirms its intention to proceed with an initial public offering (the “IPO” or the “Offer”) and confirms certain details of the Offer. The Company intends to apply for admission of its ordinary shares (“Shares“) to the standard listing segment of the Official List of the Financial Conduct Authority (“FCA”) and to trading on the main market of the London Stock Exchange (the “LSE”) (“Admission”).
The final offer price in respect of the Offer (the “Offer Price“) will be determined following a book-building process, with Admission currently expected to occur in May 2021.

John Holt, Executive Chairman of Alphawave IP, said:

“As a global business, we are proud to be taking Alphawave IP public in the UK. It’s a great place from which to fuel our global expansion: the silicon IP business model was born here, and as a result, there is a deep pool of knowledge, experience, and talent for us as we scale and grow the business. With a world-leading technology and semiconductor industry ecosystem and a strong research base, the UK offers an excellent foundation for the next stage of our global growth.”

Tony Pialis, President and Chief Executive Officer of Alphawave IP, said:

“Alphawave IP’s designs solve the toughest connectivity challenges created by the exponential growth of data processing in networks and infrastructure globally. Our technology helps chips communicate with each other, and our innovative approach has quickly made us a leader in the market by enabling data to travel faster, more reliably and using lower power.

I am excited to confirm our intention to list on the LSE. This is a new chapter for us, but also a continuation of a multi-decade journey for me and the founding team, who have been passionate about solving connectivity problems throughout our careers. The listing will help us extend our leadership by accelerating and expanding our new and innovative portfolio of products, as well as expand our base in Canada into the UK, where we will continue to grow our business and partnerships globally.”

Confirmation of Offer details

• The Offer will comprise an offer of new Shares to be issued by the Company (raising gross proceeds of approximately USD 500 million) and an offer of existing Shares to be sold by existing shareholders
• The Company intends to use all of the net proceeds from the issue of the new Shares:
  • to support the Group’s future growth and development by scaling its team globally, enhancing its technology offering and winning new customers and new designs at existing customers (approximately 20 per cent.);
  • to continue to expand the Group’s global offering, including in high-growth regions, and further IP offerings to expand subscription and royalty revenue streams (approximately 40 per cent.); and
  • to service customer demand for chiplets incorporating the Group’s technologies and IPs, including licensing and manufacturing capabilities, and general corporate purposes (approximately 40 per cent.)
• The Directors believe the Offer and Admission will position the Company for its next stage of development by:
  • providing the Group with a platform for continued growth into new technologies and key geographies, including Europe, the United Kingdom and Asia, while being able to continue to service the North American market;
  • enhancing its public profile and generating brand awareness in a market that understands the global scope and scale of opportunity for the Group;
    o providing access to a wider range of capital-raising options, which may be of use in the longer term;
  • further improving its ability to cost-effectively scale, recruit, retain and incentivise its key management and employees; and
  • creating a stable and liquid market in the Shares for existing and future shareholders
• Immediately following Admission, the Company intends to have a free float of at least 25 per cent. of the Company’s issued share capital. In addition, it is expected that up to a further 15 per cent. of the Offer will be made available by certain existing shareholders pursuant to an over-allotment option
• Funds and accounts managed by BlackRock (“BlackRock”), and Janus Henderson, have each entered into cornerstone agreements with the Company to subscribe for, subject to certain conditions, in aggregate, c. USD 510 million of Shares at an offer price representing an equity value of up to USD 4.5 billion for the Group at Admission. Acting as cornerstone investors, the commitments will consist of c. USD 390 million from BlackRock and c. GBP 85 million (equivalent to c. USD 120 million) from Janus Henderson
• Admission is expected to take place in May 2021, pursuant to which the Company’s Shares will be admitted to the standard listing segment of the Official List of the FCA and will be admitted to trading on the main market for listed securities of the LSE
• The Offer will comprise an offer of Shares to institutional investors in the UK and other qualifying jurisdictions
• The Company is expected to agree that, subject to certain exceptions, during the period of 180 days from the date of Admission, it will not, without the prior written consent of the Joint Global Co-ordinators, issue, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of any Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing
• Certain existing shareholders of the Company immediately prior to Admission and the directors of the Company are expected to agree that, subject to certain exceptions, during the period of 365 days from the date of Admission, they will not, without the prior written consent of the Joint Global Co-ordinators, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of any Shares (or any interest therein in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing
• Any additional details in relation to the Offer will be disclosed in the Prospectus
• The Company has engaged Barclays Bank PLC, acting through its Investment Bank (“Barclays”) and J.P. Morgan Securities plc (“J.P. Morgan”) to act as Joint Global Co-ordinators and Joint Bookrunners, and BMO Capital Markets Limited (“BMO Capital Markets”) to act as Joint Bookrunner in the event the Offer proceeds

 

Enquiries:

Alphawave IP
John Lofton Holt (Executive Chairman)
Tony Pialis (President & CEO)
Daniel Aharoni (CFO)
ir@awaveip.com
+44 (0) 20 7717 5877

Brunswick Group (public relations adviser to Alphawave IP)
Caroline Daniel
Simone Selzer
Sarah West
Diana Vaughton
alphawave@brunswickgroup.com
+44 (0) 20 7404 5959

Joint Global Co-ordinator and Joint Bookrunner

Barclays
Tim Luke
Lawrence Jamieson
Andrew Tusa
Jessel Sheth
Dominic Harper
+44 (0) 20 7623 2323

Joint Global Co-ordinator and Joint Bookrunner

J.P. Morgan
Pankaj Goel
Barry Meyers
Bill Hutchings
Beau Freker
Jamie Summer
+44 (0) 20 7742 4000

Joint Bookrunner

BMO Capital Markets
Thomas Rider
Robert Lee
+44 (0) 20 7236 1010

Important Legal Information

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Barclays Bank PLC solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities to any person in any jurisdiction, including the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares referred to herein may not be offered or sold in the United States unless registered under the United States Securities Act of 1933 (the “Securities Act”) or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The possible offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada, Japan, or elsewhere.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are “investment professionals” specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “Order”) and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018 (all such persons together being referred to as “Relevant Persons”).

In any member state of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this announcement and any offer if made subsequently is, and will be, directed only at persons who are “qualified investors” (“Qualified Investors”) within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129)

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group’s strategy) as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group’s actual financial condition, results of operations or prospects to be materially different from any future financial condition, results of operations or prospects expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation is made or will be made that any forward-looking statements will be achieved or will prove to be correct.

In addition, this announcement contains information concerning the Group’s industry and its market and business segments generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the industry, and the Group’s market and business segments, will develop. These assumptions are based on information currently available to the Group. If any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While the Group does not know what effect any such differences may have on the Group’s business, if there are such differences, they could have a material adverse effect on the Group’s future results of operations and financial condition.

Each of the Company, Barclays Bank PLC, Barclays Capital Securities Limited (“BCSL”), J.P. Morgan Securities plc and BMO Capital Markets Limited, and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act (“affiliates”), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not, form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

The date of Admission may be influenced by a variety of factors which include market conditions. The Company may decide not to go ahead with the IPO and there is therefore no guarantee that Admission will occur. You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

None of Barclays Bank PLC, BCSL, J.P. Morgan Securities plc and BMO Capital Markets Limited, nor any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of Barclays Bank PLC, BCSL, J.P. Morgan Securities plc and BMO Capital Markets Limited, and their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Each of Barclays Bank PLC, BCSL, J.P. Morgan Securities plc and BMO Capital Markets Limited is acting exclusively for the Company and no-one else in connection with the possible Offer. They will not regard any other person as their respective clients in relation to the possible Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Each of Barclays Bank PLC, BCSL and J.P. Morgan Securities plc is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the PRA and the Financial Conduct Authority in the United Kingdom. BMO Capital Markets Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom.

In connection with the Offer, the Joint Bookrunners and any of their respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Shares. None of the Joint Bookrunners nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

In connection with the Offer, Barclays Capital Securities Limited, as stabilisation manager (the “Stabilisation Manager”), or any of its agents or affiliates, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. The Stabilisation Manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of commencement of conditional dealings of the Shares on the LSE and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilisation Manager or any of its agents or affiliates to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Save as required by law or regulation, neither the Stabilisation Manager nor any of its agents or affiliates intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

In connection with the Offer, the Stabilisation Manager may, for stabilisation purposes, over-allot Shares up to a maximum of 15% of the total number of Shares comprised in the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period, the Stabilisation Manager will enter into over-allotment arrangements with certain existing shareholders pursuant to which the Stabilisation Manager may purchase or procure purchasers for additional Shares up to a maximum of 15% of the total number of Shares comprised in the Offer (the “Over-Allotment Shares”) at the Offer Price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by the Stabilisation Manager, at any time on or before the 30th calendar day after the commencement of conditional trading of the Shares on the LSE. Any Over-Allotment Shares made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares being issued or sold in the Offer and will form a single class for all purposes with the other Shares.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment“). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the UK Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

For the avoidance of doubt, the contents of the Company’s website, including the websites of the Company’s business units, are not incorporated by reference into, and do not form part of, this announcement.