Last checked at 6 Aug 2019 07:00
IQE plc: Director/PDMR Shareholding
06 August 2019
IQE plc(“IQE” or the “Company”)
Director/PDMR Shareholding
Cardiff, UK. 6thAugust 2019: IQE plc (AIM: IQE), the leading global supplier of advanced wafer products and materials solutions to the semiconductor industry, was notified on 02 August 2019 that Dr Drew Nelson, Chief Executive Officer of the Company, has entered into a sale and repurchase agreement with Equities First Holdings (“EFH”) for 11,000,000 ordinary shares of 1 pence each in the Company (“EFH Sale Shares”), out of his total beneficial holding (including persons closely associated) of 36,140,417 ordinary shares (the “Agreement”).
Under the terms of the Agreement, he is obligated to repurchase (and EFH is obligated to sell to Dr Nelson) all these EFH Sale Shares at the end of a three year term, ending on 02 August 2022. The price at which he has sold and is required to repurchase the EFH Sale Shares is 43.96 pence per share. The Agreement provides that he has transferred all title and waives his voting rights in these EFH Sale Shares. However, under the terms of the agreement, EFH is prohibited from short selling or voting the EFH Sale Shares during the term of the agreement. Furthermore, EFH will pay Dr Nelson income that reflects any dividends as they arise from all of these EFH Sale Shares during the entire period, as if Dr Nelson had continued to own all the EFH Sale Shares himself.
The monies raised will principally be used to satisfy income tax and NI obligations following the exercise of 7,681,199 share options by Dr Nelson, as announced on 29 April 2019. Under HMRC rules, income tax and National Insurance becomes payable through PAYE directly upon the exercise of share options. Consequently, Directors often need to immediately sell at least half of the exercised shares to cover this tax and NI liability. In the case of Dr Nelson, he has elected to raise the tax and NI monies through these arrangements in order to retain all of the ordinary shares resulting from the exercise of share options, thereby maximising his overall shareholding in the Company. The remainder of the monies raised are intended to be used to fund future tax liabilities and NI due on the exercise of share options if they arise, as well as fund further potential share purchases and cover any margin calls which may occur under the Agreement. The share option exercises of 29 April were part of IQE's LTIP, and Dr Nelson was under no time obligation to exercise such share options, but chose to do so at this time in order to maximise his shareholding in the Company. He used an identical share sale and repurchase agreement with EFH in October 2014, for the same purposes, which resulted in the repurchase of 18,000,000 ordinary shares by Dr Nelson from EFH in September 2017.
Following the transaction, Dr Nelson has a beneficial interest in 36,140,417 ordinary shares, representing 4.56% of the Company’s issued share capital.
The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
| 1. | Details of the Person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
| a) | Name | Dr Andrew Nelson |
| 2. | Reason for the notification | |
| a) | Position / status | PDMR (CEO) |
| b) | Initial notification / amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | IQE plc |
| b) | Legal Entity Identifier | 213800Y33WHD3ESJJP16 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument | Ordinary shares of 1 pence each in the CompanyGB0009619924 |
| b) | Nature of the transaction | Entered into a sale and repurchase agreement with Equities First Holdings for 11,000,000 Ordinary Shares |
| c) | Price(s) and volume(s) | 11,000,000 ordinary shares at 43.96 pence per share |
| d) | Aggregated information Aggregated volume Aggregated price | 11,000,000 ordinary shares at 43.96 pence per share |
| e) | Date of the transaction(s) | 02 August 2019 |
| f) | Place of the transaction | Outside a trading venue |
CONTACTS:
IQE plc+44 (0) 29 2083 9400Drew NelsonTim Pullen
Peel Hunt LLP (Nomad and Joint Broker)+44 (0) 20 7418 8900Edward KnightNick Prowting Citigroup Global Markets Limited (Joint Broker)+44 (0) 20 7986 4000Christopher WrenPeter Catterall
Headland Consultancy Andy Rivett-Carnac: +44 (0) 7968 997 365Chloe Francklin: +44 (0) 7834 974 624
ABOUT IQE
http://iqep.comIQE is the leading global supplier of advanced semiconductor wafers that enable a diverse range of applications. IQE uses advanced crystal growth technology (epitaxy) to manufacture and supply bespoke semiconductor wafers 'epi-wafers' to the major chip manufacturing companies, who then use these wafers to make the chips.IQE's products are found in many leading-edge consumer, communication, computing and industrial applications, including a complete range of wafer products for the wireless industry, such as smartphones and wireless infrastructure, Wi-Fi, base stations, and satellite communications; optical communications, optical storage, printing, thermal imagers, leading-edge medical technologies, automotive and aerospace technologies, a variety of advanced silicon based systems and high efficiency concentrator photovoltaic (CPV) solar cells.IQE is headquartered in Cardiff UK and operates manufacturing and R&D facilities worldwide.