Announcement of Offer Price

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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 (the “FCA“) and is not a prospectus and not an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States.

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 shares referred to in this announcement except solely on the basis of the information contained in the prospectus in its final form (together with any supplementary prospectus, if relevant, the “Prospectus“), including the risk factors set out therein, expected to 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”) today in connection with the proposed offer of ordinary shares in the capital of the Company (the “Shares”) and the proposed admission of the Shares (“Admission”) to the standard listing segment of the Official List of the FCA and to trading on the main market of London Stock Exchange plc (the “London Stock Exchange“). A copy of the Prospectus will, following publication, be available for inspection from the Company’s registered office at 6th Floor, 65 Gresham Street, London EC2V 7NQ, United Kingdom and on Alphawave IP Group plc’s website at www.awaveip.com, subject to certain access restrictions.

13 May 2021

Alphawave IP Group plc

Announcement of Offer Price

Offer Price set at 410 pence per Share

Following the intention to float announcement on 29 April 2021, Alphawave IP today announces the successful pricing of its initial public offering (the “Global Offer”) at 410 pence per Share (the “Offer Price”). Based on the Offer Price, Alphawave IP’s market capitalisation (on a fully diluted basis) will be approximately £3.1 billion at the commencement of conditional dealings on the main market of the London Stock Exchange.

John Lofton Holt, Executive Chairman of Alphawave IP, said:

“We are proud to be launching on the London Stock Exchange. London was the obvious venue for the listing of our silicon IP business because both the industry and the business model were born in the UK. We are pleased to have executed against our IPO plans successfully, ahead of schedule and supported by a strong UK investor base, alongside a distinguished list of blue-chip investors across the US, Canada and Europe. Today is just the start of our journey.”

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

“We could not have made it here today without the focus and engineering talents of our employees, who have designed cutting-edge IP that enables data to travel faster, more reliably, using lower power. We have one share class structure: the founders, our employees and our future employees – and now our investors – have a common alignment of interest. I would like to thank our Canadian team, who have played a pivotal role in creating the strong foundations for our growth; and also our customers and partners. With our London listing, new research capabilities in Cambridge and funds for investment, our ambition is to extend our global leadership in connectivity solutions.”

Global Offer Highlights

• The Offer Price has been set at 410 pence per Share.
• Alphawave IP’s total market capitalisation (on a fully diluted basis) at the commencement of conditional dealings on the main market of London Stock Exchange will be approximately £3.1 billion based on the Offer Price.
• The Global Offer comprises 87,835,796 new Shares to be issued by the Company (raising gross proceeds of approximately GBP £360 million) and 120,859,856 existing Shares to be sold by existing shareholders equating to a total offer size of GBP £856 million.
• In addition, a further 31,304,348 Shares are being made available by certain of the selling shareholders pursuant to the over-allotment option.
• Immediately following Admission, the Company’s issued share capital will be 664,965,934 Shares.
• Full details of the Global Offer will be included in the Prospectus.

Admission and Dealings

• Conditional dealings in Alphawave IP Shares are expected to commence on the London Stock Exchange at 8:00 a.m. (London time) on 13 May 2021 under the ticker “AWE”.
• Admission to the standard listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings is expected to take place at 8.00 a.m. (London time) on 18 May 2021.
• Full details of the Global Offer will be included in the Prospectus, which is expected to be published later today and will be available on the Company’s website (www.awaveip.com).

Further Information

• Each of the Company, the Majority Shareholders, the Directors and the Minority Shareholders (each as defined in the Prospectus), will be subject to lock-up arrangements restricting the disposal of Shares for a period of time following Admission. The Company will be subject to a 180 day lock-up from the date of Admission. The Majority Shareholders, Directors and Minority Shareholders will be subject to a 365 day lock-up from the date of Admission. The lock-up restrictions are subject to certain customary exceptions and may otherwise only be waived with the prior written consent of the Joint Global Coordinators.

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