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

12 February 2015

Intended Sale of Imagination Technologies Group plc shares by Intel Foundation

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") announces that Intel Foundation intends to offer for sale up to approximately 13.4m existing ordinary 10 pence shares of Imagination Technologies Group plc (the "Company"), representing approximately 4.9% of the issued share capital of the Company (the "Placing"). Such shares have been gifted to Intel Foundation by Intel Capital Corporation ("Intel Capital"). Following completion of the Placing, if all such shares are sold in the placing, neither Intel Foundation nor Intel Capital will hold any shares in the Company.

The Placing will take place via an accelerated bookbuild. In respect of the Placing, J.P. Morgan Cazenove has been appointed as Sole Bookrunner.

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 Sole Bookrunner and Intel Foundation.

For further information, please contact:

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

Barry Meyers

Lorenzo Soler

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 or solicitation is unlawful.

This announcement is not an offer of securities for sale in the United States. 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. No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Intel Foundation, J.P. Morgan Cazenove or any of their respective affiliates.

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 Foundation 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 J.P. Morgan Cazenove to inform themselves about and to observe any such restrictions.

J.P. Morgan Cazenove is acting for Intel Foundation only in connection with the Placing, and no one else, and will not be responsible to anyone other than to Intel Foundation for providing the protections offered to clients of J.P. Morgan Cazenove nor for providing advice in relation to the Placing. J.P. Morgan Cazenove is authorised by the Prudential Regulation 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.