Imagination Technologies Group Regulatory News (IMG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

26 June 2014

Intended Sale of Imagination Technologies Group plc shares by Intel Capital

Credit Suisse Securities (Europe) Limited ("Credit Suisse"), Jefferies International Limited ("Jefferies") and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") announce that Intel Capital Corporation and Intel Capital (Cayman) Corporation (together "Intel Capital") intend to offer for sale up to approximately 25m existing ordinary 10 pence shares of Imagination Technologies Group plc (the "Company"), representing approximately 9% of the issued share capital of the Company (the "Placing").

Following completion of the Placing, Intel Capital will be subject to a lock-up of 90 days in respect of its remaining shareholding in the Company (subject to customary exceptions).

In connection with the Placing, Intel Capital has made the following statement:

"This Placing is being conducted by Intel Capital as part of its ordinary course portfolio management. Intel Corporation continues to have a business relationship with the Company, having licensed several generations of Imagination Technologies' graphics and video processing cores. These licenses remain in effect and have not been amended in connection with the Placing. Intel Corporation and the Company continue to discuss opportunities to work together."

The Placing will take place via an accelerated bookbuild. In respect of the Placing, Credit Suisse, Jefferies and J.P. Morgan Cazenove have been appointed as joint bookrunners (together the "Joint Bookrunners").

The books for the Placing will open with immediate effect. The timing of the closing of the books will be at the absolute discretion of the Joint Bookrunners and Intel Capital.

For further information, please contact:

Credit Suisse +44 (0)207 888 8888

Stephane Gruffat

Omri Lumbroso

Jefferies +44 (0)207 029 8000

Reinout Koopmans

Luca Erpici

J.P. Morgan Cazenove +44 (0)207 742 4000

Greg Chamberlain

Barry Meyers

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UK ARE QUALIFIED INVESTORS (WITHIN SUCH MEANING) WHO ARE ALSO (A) "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (B) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN 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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer or an invitation to acquire or dispose of or sell securities in any jurisdiction and in particular the United States, Canada, Australia, Japan, South Africa, New Zealand, or in any other jurisdiction in which such an offer of solicitation is unlawful.

The shares have not been, and will not be, registered under the Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of securities in the United States or elsewhere.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, Japanese, South African or New Zealand securities laws.

The distribution of this announcement and the offering or sale of the shares in certain jurisdictions may be restricted by law. No action has been taken by Intel Capital, Credit Suisse, Jefferies or J.P. Morgan Cazenove, or any of their respective affiliates that would, or which is intended to, permit a public offer of the shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Credit Suisse, Jefferies and J.P. Morgan Cazenove to inform themselves about and to observe any such restrictions.

Credit Suisse, Jefferies and J.P. Morgan Cazenove are acting for Intel Capital only in connection with the Placing, and no one else, and will not be responsible to anyone other than to Intel Capital for providing the protections offered to clients of Credit Suisse Jefferies or J.P. Morgan Cazenove nor for providing advice in relation to the Placing. Each of Credit Suisse, Jefferies and J.P. Morgan Cazenove areauthorised by the Financial Conduct Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.