THIS ANNOUNCEMENT INCLUDING ITS APPENDICES AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A PROSPECTUS, AN OFFERING MEMORANDUM OR AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

THIS ANNOUNCEMENT INCLUDING THE APPENDICES CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.

UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

IQE plc

Cardiff, UK

27 April 2026

IQE announces investment from Strategic Partner, Subscriptions, Proposed Placing and Retail Offer

-     Strategic investment and long-term supply agreements signed with key customer

-     Total investment in IQE of £81 million, including reinvestment of approximately £23 million from redemption proceeds from existing convertible loan notes

-     Conclusion of Strategic Review

IQE plc (AIM: IQE, "IQE", the "Company" and, together with its subsidiary companies, the "Group"), a leading global supplier of compound semiconductor wafer products and advanced material solutions, today announces a strategic investment from MACOM Technology Solutions Inc. (the "Investor" or "MACOM"), and other existing shareholders raising gross cash proceeds of approximately £81 million in aggregate (together, the "Fundraising").

MACOM is a global semiconductor manufacturer and an existing customer of IQE.

Jutta Meier, CEO of IQE, commented:

"This proposed transaction is transformational for IQE. The investment from MACOM and other existing shareholders will provide the balance sheet strength to allow us to capitalise on the opportunities in front of us, while maintaining our unique global footprint. We are now better positioned than ever to execute on our growth strategy, including in key technologies such as Indium Phosphide (InP) and Gallium Nitride (GaN). We look forward to delivering value for shareholders with continued fiscal rigour and by serving our global customer base through operational excellence."

Fundraising Highlights

·    The Fundraising comprises:

-     A subscription of 151,515,151 new ordinary shares in the Company ("Ordinary Shares") by the Investor (the "Investor Subscription Shares") at a price of 19.8 pence per Ordinary Share (the "Issue Price") being the 2 month VWAP ending on the date prior to the date that the Group entered into the non-binding term sheet with the Investor in March 2026, raising gross proceeds of £30 million (the "Investor Subscription");

-     The issue of £15 million of new secured zero-coupon convertible loan notes to the Investor convertible at the Issue Price (the "Investor Convertible Loan Notes") (together with the Investor Subscription, the "Investor Investment");

-     The redemption by the Company of the existing convertible loan notes issued by the Company on 13 March 2025 (the "Existing Loan Notes") and reinvestment by the existing noteholders of a majority of the proceeds at the Issue Price by way of subscription for 115,011,962 Ordinary Shares ("Existing Noteholder Subscription Shares") raising gross proceeds of £22,772,369.75, subject to and conditional on the Investor Investment (the "Existing Noteholder Subscription");

-     A placing (the "Placing") of new Ordinary Shares at the Issue Price raising gross proceeds of £11 million (the "Placing") to be conducted by way of an accelerated bookbuild process (the "Bookbuild") which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement and subject to and conditional on the Investor Investment and the Existing Noteholder Subscription. A further announcement confirming the closing of the Bookbuild is expected to be made in due course; and

-     A retail offer through Retail Book Limited ("RetailBook") for new Ordinary Shares at the Issue Price (the "RetailBook Offer Shares") of up to £2 million to be made on terms outlined in a separate announcement (the "Retail Offer"). The Retail Offer will be subject to and conditional on the Placing.

·    Both the Placing and the Retail Offer are expected to be open to existing shareholders of the Company ("Shareholders") only.

·    The proceeds of the Fundraising will be used to repay existing bank debt, redeem the Existing Loan Notes and strengthen the balance sheet, ensuring the Group has a strong capital position from which to fund operations and investments in its core technology.

·    As a result, the Company's board (the "Board") is ceasing its Strategic Review and following this announcement, IQE is no longer considered to be in an "offer period" as defined by the City Code on Takeovers and Mergers (the "Code").

·    Alongside the Investor Investment, IQE and the Investor will enter into long-term strategic supply agreements (the "LTSAs") on completion of the Investor Investment, enabling scalable, high-volume manufacturing across key growth segments.

·    The Issue Price represents a discount of approximately 10.1% to the 12 month VWAP ending on 24 April 2026, being the latest practicable date prior to the publication of this announcement, and a discount of approximately 58.4% to the closing mid-market price of 47.6 pence per Ordinary Share on 24 April 2026, being the latest practicable date prior to the publication of this announcement.

·    The Fundraising is conditional, inter alia, on the passing of resolutions by shareholders of the Company (the "Fundraising Resolutions") at a general meeting of IQE to be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW at 9:30 a.m. on 15 May 2026 (the "General Meeting") and on the Investor obtaining prior clearance under the National Security and Investment Act 2021 and Law Decree No. 21 of 15 March 2012 converted with amendments by Law No. 56 of 11 May 2012 (Italian foreign direct investment legislation). No part of the Fundraising is being underwritten.

·    The Directors consider the Fundraising Resolutions to be in the best interests of Shareholders and recommend Shareholders vote in favour of the Fundraising Resolutions, as those Directors that hold Ordinary Shares in the Company intend to do.

·    The holders of the Existing Loan Notes (the "Existing Noteholders") who hold Ordinary Shares, amounting to, in aggregate 284,518,825 Ordinary Shares, approximately 29.1% of all shares and votes in the Company, have, pursuant to the Existing Noteholder Subscription Agreements, undertaken to vote in favour of the Fundraising Resolutions in respect of their respective holdings.

·    Should the Fundraising Resolutions not be approved by shareholders of the Company, no element of the Fundraising can complete and IQE will not receive the proceeds from the Fundraising. In such circumstances, the Company would be required to obtain alternative funding to meet its short-term liquidity needs and its financial position and prospects would be adversely affected were such funding not available

·    Following its investment, the Investor will be entitled to appoint two non-executive directors to IQE's Board of Directors pursuant to the terms of a board appointment agreement (the "Board Appointment Agreement").

Mark Cubitt, Chair of IQE, commented:

"This is an incredibly exciting time for IQE. I am pleased we have concluded the Strategic Review after a thorough process, achieving a fantastic outcome for all stakeholders. Today's announcement is a recognition of the intrinsic value of the Company and its importance in key growth segments. This fundraise removes debt pressures and leaves the Group with a capital structure to enable future growth."

Stephen Daly, Chief Executive Officer of MACOM, commented:

"As a longstanding customer, MACOM believes this transaction will allow IQE to realize its full potential in technology, operational execution and financial performance."

Contacts:

IQE plc

+44 (0) 29 2083 9400

Jutta Meier

Mark Cubitt

Amy Barlow

Peel Hunt (Sole Bookrunner, Nomad and Joint Broker)

+44 (0) 20 7418 8900

Ben Cryer

Kate Bannatyne

Adam Telling

ECM Syndicate: Sohail Akbar, Nicolas Wilks

Deutsche Numis (Joint Broker)

+44 (0) 20 7260 1000

Hugo Rubinstein

Iqra Amin

Lazard (Financial Adviser)
+44 (0) 20 7187 2000
Cyrus Kapadia
Keiran Wilson

Headland Consultancy (Financial PR)
+ 44 (0) 20 38054822

Andy Rivett-Carnac: +44 (0) 7968 997 365

Chloe Francklin: +44 (0)78 3497 4624

ABOUT IQE

http://iqep.com

IQE is one of the leading global suppliers of advanced compound semiconductor wafers and materials solutions that enable a diverse range of applications across:

·    Smart Connected Devices

·    Communications Infrastructure

·    Automotive and Industrial

·    Aerospace and Security

As a scaled global epitaxy wafer manufacturer, IQE is uniquely positioned. IQE supplies the global market and is enabling customers to innovate at chip and OEM level. Through the Group's intellectual property portfolio including know-how and patents, it produces epitaxy wafers of superior quality, yield and unit economics.

IQE is headquartered in Cardiff UK, with employees across manufacturing locations in the UK, US and Taiwan, and is quoted on the AIM Market of the London Stock Exchange.

Additional Information

Background To, and Reasons For, the Fundraising and Conclusion of the Strategic Review

On 18 November 2024 the Group announced its intention to undertake a Strategic Review to unlock unrealised value within the Group. At that stage, the Strategic Review was focused on its Taiwan operations covering all strategic options, including an IPO or a full sale of IQE Taiwan. On 12 February 2025 the Group announced that it had secured convertible loan note financing from certain of its existing shareholders for an initial term of 12 months (extendable by a further 6 months) to provide the Group with additional short-term liquidity while it undertook the Strategic Review to ensure the best possible outcome for shareholders. The Strategic Review was subsequently expanded on 8 September 2025 to include all options including a full sale of the Group.

In the course of the Strategic Review the Board had discussions with a number of potential bidders for all and parts of the Group. All discussions with third parties for the whole of the Group have now been terminated. During these discussions, the Board entered into negotiations with the Investor for a strategic investment in the Group. The Board believes that this investment into an independent IQE delivers on the objectives of the Strategic Review, being to secure its future with a strengthened balance sheet, and provides the Group the platform to realise the significant market opportunity based on the Group's leading position in providing advanced compound semiconductors across several verticals and to a base of global marquee customers. The Board believes that the investment by the Investor validates this opportunity. Today's announcement preserves the Company's global asset base, with a strengthened balance sheet as it remains focused on its core technologies including Indium Phosphide (InP) and Gallium Nitride (GaN).

IQE has therefore concluded the Strategic Review and is no longer in an offer period for the purposes of the Code and, accordingly, the requirement to make disclosures under Rule 8 of the Code has now ceased.

Use of Proceeds

The proceeds of the Fundraising will be used to repay in full the Group's $35m (£27m) Revolving Credit Facility with its lending bank, HSBC. In addition, the proceeds will be used to redeem the Existing Loan Notes and strengthen the balance sheet, enabling IQE to fund investment into core technologies including Indium Phosphide (InP) and Gallium Nitride (GaN).

MACOM Strategic Investment

The Investor's proposed investment in IQE will total £45 million, in the form of a £30 million equity investment for the Investor Subscription Shares and a £15 million investment for the Investor Convertible Loan Notes, in each case, pursuant to the terms of a subscription agreement entered into between the Investor and IQE (the "Investor Subscription Agreement"). The Investor equity investment is at the Issue Price. The Investor Convertible Loan Notes have a term of 60 months and are not interest bearing. The Investor will also receive warrants over 75,757,575 Ordinary Shares ("Investor Warrants"), which will become exercisable should the Investor Convertible Loan Notes be redeemed by the Company prior to the maturity date without the Investor electing for conversion on redemption. The key terms of the Investor Subscription Agreement, the Investor Convertible Loan Notes and the Investor Warrants are set out in Appendix 1 to this announcement.

The Investor Convertible Loan Notes will be secured against specific assets of the Company used for the production of products and processes supplied under the LTSAs. The security package agreed between IQE and the Investor also comprises an escrow arrangement pursuant to which IQE will deposit certain related intellectual property with an escrow agent, which, upon the occurrence of certain triggers (principally, the Company's insolvency or the Investor's exercise of its step-in right under the LTSAs), will be made available to the Investor subject to a royalty-bearing licensing agreement. The escrow agreement is on customary terms with NCC Group Escrow Limited as the escrow agent and the royalty-bearing licensing agreement is exclusively related to the products covered by the LTSAs.

Following completion of the Investor Investment, the Investor's holding in the Company will be 151,515,151 Ordinary Shares, representing c.11.5% of the total voting rights of the Company.

In addition, IQE and the Investor will enter into the LTSAs on completion of the Investor Investment.  

Existing Loan Note Redemption and Existing Noteholder Subscription

IQE has given notice to the Existing Noteholders that their Existing Loan Notes will be redeemed in cash. After application of the 9% redemption premium, the total cost of redemption is £23,082,352.94. In accordance with the terms of the Existing Loan Notes, on redemption, the Existing Noteholders will be issued warrants over a total of 153,882,343 Ordinary Shares.

The agreed form warrant instrument includes a formula to adjust the subscription price of the warrants to compensate warrantholders against dilution, including where shares are issued at a discount to the market price at the time of the discounted share issuance. The Company and the Existing Noteholders have agreed that the subscription price of the warrants will be accordingly adjusted to take into account any discount to the market price of Ordinary Shares on admission of the Ordinary Shares issued in connection with the Investor Subscription, the Placing and the Retail Offer. The Company and the Existing Noteholders have agreed that where the Fundraising does not complete and the Existing Loan Notes are not redeemed, the Existing Loan Notes will be convertible at any time before their maturity.

As part of the agreement with the Investor, in consultation with the Existing Noteholders, and conditional on completion of the Fundraising, the Company has entered into subscription agreements with each Existing Noteholder (the "Existing Noteholder Subscription Agreements") to reinvest a majority of the proceeds of the redemption in IQE at the Issue Price as follows:

The key terms of the Existing Noteholder Subscription Agreements are set out in Appendix 1 to this announcement.

Following completion of the Fundraising:

·    The funds or accounts managed on a discretionary basis by Lombard Odier's beneficial interest in the Company will be 206,359,042 Ordinary Shares, representing approximately 15.7% of the total voting rights of the Company, and they will hold warrants entitling them to a further 85,940,194 Ordinary Shares; and

·    The beneficial interest of certain discretionary investment management client accounts managed by Artisan Partners' in the Company will be 184,016,701 Ordinary Shares, representing approximately 14.0% of the total voting rights of the Company, and they will hold warrants entitling them to a further 59,877,332 Ordinary Shares.

Killik & Co LLP, who are entering into the Existing Noteholder Subscription Agreements in respect of some of their redemption proceeds only, will receive cash redemption proceeds and warrants in respect of the amount they are not reinvesting in accordance with the terms of the Existing Loan Notes.

Placing and Retail Offer

Peel Hunt LLP ("Peel Hunt") are acting as sole bookrunner in connection with the Placing (the "Bookrunner"). The Placing is subject to the terms and conditions set out in Appendix II. The Bookrunner will immediately following this announcement commence a bookbuilding process in respect of the Placing. The timing of the close of the Bookbuild, the number of Placing Shares to be placed as well as allocation of the Placing Shares will be agreed between the Bookrunner and the Company following the close of the Bookbuild. The result of the Placing will be announced as soon as practicable following the close of the Bookbuild.

Concurrent with the Placing, there will be a separate offer by the Company on the RetailBook platform of RetailBook Offer Shares at the Issue Price to existing UK retail investors providing an opportunity to participate in the Fundraise. The Retail Offer will be made on terms outlined in a separate announcement to be made shortly and is expected to be open to existing shareholders of the Company only. For the avoidance of doubt, the Retail Offer is not part of the Placing and is the sole responsibility of the Company.

Board Representation

Subject to and conditional upon completion of the Investor Subscription, MACOM will be granted the right pursuant to the Board Appointment Agreement to nominate two non-executive directors for appointment to the Board for a period of 30 months (the "Initial Period"), subject to the Investor continuing to exercise or control, directly or indirectly, 5% or more of the Ordinary Shares. Following expiry of the Initial Period, IQE has agreed to grant the Investor the right to nominate: (i) two non-executive directors, subject to the Investor continuing to exercise or control, directly or indirectly, 10% or more of the Ordinary Shares; or (ii) one non-executive director, subject to the Investor continuing to exercise or control, directly or indirectly, 5% or more (but less than 10%) of the Ordinary Shares.

The Investor has notified the Company of its intention to nominate two directors to the Board on completion of the Investor Subscription pursuant to its rights under the Board Appointment Agreement. IQE will appoint such directors to the Board as soon as practicable following completion of the Investor Share Subscription, subject to compliance with applicable AIM Rules, consultation with the Company's Nominations Committee and completion of customary Nominated Advisor due diligence. In addition to the board appointment rights, pursuant to the Board Appointment Agreement, the Company will also grant the Investor certain information rights, subject to, amongst other things, applicable laws and regulation.

In addition, following redemption of Lombard Odier's Existing Loan Notes, Lombard Odier will no longer have the right to appoint a second non-executive director to the Board. As previously announced on 17 May 2023 as part of a previous equity fundraising, Lombard Odier was granted the right to nominate a non-executive director to the Board as a representative of funds or accounts managed on a discretionary basis by Lombard Odier, subject to Lombard Odier continuing to exercise or control, directly or indirectly, 12% or more of IQE's ordinary shares. Harmesh Suniara, representative of Lombard Odier, has notified the Board of his intention to resign from the Board effective immediately. Lombard Odier does not intend to nominate an alternate representative.

Mark Cubitt, who joined IQE's Board in October 2024 and has acted as Executive Chair since October 2024, will resume his position as Non-Executive Chair of IQE's Board effective immediately.

Related Party Transactions

As at the date of this announcement, funds or accounts managed on a discretionary basis by Lombard Odier own approximately 14.5% of the Company and is represented on the Board by Harmesh Suniara. Accordingly, entry by Lombard Odier into an Existing Noteholder Subscription Agreement constitutes a related party transaction under Rule 13 of the AIM Rules for Companies by virtue of Lombard Odier's position as a substantial shareholder in IQE and Harmesh Suniara's representation of Lombard Odier on the Board. As such, Harmesh Suniara has not been involved in the approval of the Existing Noteholder Subscription as it relates to Lombard Odier by the Board.

As at the date of this announcement, certain discretionary investment management client accounts managed by Artisan Partners own approximately 14.2% of the Company. Accordingly, entry by Artisan Partners into an Existing Noteholder Subscription Agreement constitutes a related party transaction under Rule 13 of the AIM Rules for Companies by virtue of Artisan Partners' position as a substantial shareholder in IQE.

Entry by Mark Cubitt, Executive Chair of the Company, into an Existing Noteholder Subscription Agreement constitutes a related party transaction under Rule 13 of the AIM Rules for Companies by virtue of his position as a Director of IQE. Accordingly, Mr Cubitt did not vote on the board resolutions required to approve the Existing Noteholder Subscription as it relates to him.

Entry by Bami Bastani, Independent Non-Executive Director of the Company, into an Existing Noteholder Subscription Agreement constitutes a related party transaction under Rule 13 of the AIM Rules for Companies by virtue of his position as a Director of IQE. Accordingly, Mr Bastani did not vote on the board resolutions required to approve the Existing Noteholder Subscription as it relates to him.

Entry by Tom Dale, a director of certain subsidiaries of IQE, into an Existing Noteholder Subscription Agreement constitutes a related party transaction under Rule 13 of the AIM Rules for Companies by virtue of his position as a director of certain subsidiaries of IQE.

The directors of the Company independent of the Fundraising, having consulted with the Company's Nominated Adviser, Peel Hunt, consider the terms of the related party transactions described above to be fair and reasonable insofar as the Company's shareholders are concerned.

Circular and General Meeting

The General Meeting is to be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW at 9:30 a.m. on 15 May 2026 at which the Fundraising Resolutions will be proposed: (i) by way of ordinary resolution, to approve the directors' authority to allot Ordinary Shares with an aggregate nominal value of up to £4,079,413, being equal to 407,941,253 new Ordinary Shares, in connection with and pursuant to the Fundraising; and (ii) by way of special resolution, to empower the directors to allot and issue equity securities for cash on a non-pre-emptive basis with an aggregate nominal value of up to £4,079,413, being equal to 407,941,253 new Ordinary Shares, in connection with and pursuant to the Fundraising.

The Fundraising is conditional, inter alia, upon the Company's shareholders approving the Fundraising Resolutions at the General Meeting. The Company intends to publish and send the Circular to its shareholders on or about 29 April 2026, which will contain a notice convening the General Meeting and proposing the Fundraising Resolutions. The Circular and notice of General Meeting will be available on the Company's website after publication at https://www.iqe.com/investors/events/capital-raise-2026/.

The Directors consider the Fundraising Resolutions to be in the best interests of Shareholders and recommend Shareholders vote in favour of the Fundraising Resolutions, as those Directors that hold Ordinary Shares in the Company intend to do. Shareholders should be aware that if the Fundraising Resolutions are not approved at the General Meeting, the Fundraising cannot complete and IQE will not receive the proceeds from the Fundraising. In such circumstances, the Company would be required to obtain emergency funding to meet its short-term liquidity needs and its financial position and prospects would be adversely affected.

Admission

Application will be made to the London Stock Exchange for admission of the Ordinary Shares issued in connection with the Fundraising to trading on AIM. It is expected that Admission will become effective at or around 8.00 a.m. three Business Days after completion of the Fundraising, subject to the various conditions to the Fundraising being satisfied or waived, including: (i) the passing of the Fundraising Resolutions; (ii) obtaining clearance in respect of the MACOM Investment under the National Security and Investment Act 2021 and Law Decree No. 21 of 15 March 2012 converted with amendments by Law No. 56 of 11 May 2012 (Italian foreign direct investment legislation); and (iii) no material adverse change having occurred (as such term is defined in the Investor Subscription Agreement).

Trading Update

Revenue for FY 2025 is expected to be £97m, resulting in an adjusted EBITDA position of c.£3m and adjusted net debt of £31.5m. As at 31 December 2025, IQE's cash position was £15.7m.

Trading in Q1 2026 was on budget and in line with management expectations. Strong demand was seen across core segments, including for photonics products related to AI-compute and data centre deployments, as well as VCSEL and wireless products supporting the consumer smartphone industry. Alongside ongoing strength in aerospace and defence industries, this trajectory is expected to continue throughout 2026.

Revenue for FY 2026 is expected to exceed 20% growth year-on-year, with strong order book visibility into H2.

IQE expects to announce FY 2025 results in late May 2026.

IMPORTANT NOTICES

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for IQE as sole bookrunner, Nomad and joint broker to IQE and for no one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Fundraising or any other matter referred to in this announcement and will not be responsible to anyone other than IQE for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the matters set out in this announcement. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise and no representation or warranty, express or implied, is made by Peel Hunt with respect to the accuracy or completeness of this announcement, or any part of it. Peel Hunt's responsibilities as the Company's nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of the Fundraising.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of the companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21 Moorfields, London EC2Y 9DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Numis is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Deutsche Bank AG, London Branch (trading for these purposes as Deutsche Numis) ("Deutsche Numis"), is acting exclusively as joint corporate broker to IQE and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than IQE for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to the contents of this announcement, or any other matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of its or their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement, any matter referred to herein or otherwise.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to IQE and no one else in connection with the Fundraising and the matters set out in this announcement and will not be responsible to anyone other than IQE for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Fundraising or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Neither this announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States. The Placing Shares are being offered and sold (i) outside of the United States in "offshore transactions" in accordance with Rule 903 of Regulation S under the Securities Act ("Regulation S"), and (ii) in the United States only to persons that are Qualified Institutional Buyers ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A"), for their own accounts or for the accounts of other QIBs, in transactions exempt from the registration requirements of the Securities Act pursuant to Rule 144A.  To the extent that the Placing Shares constitute "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, they may not be resold or transferred except in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom (including Rule 144A or Regulation S).  Any recipient of this announcement in the United States that is a QIB is hereby notified that the Company and Peel Hunt may be relying on an exemption from registration provided by Rule 144A.  By accepting this announcement, each recipient in the United States represents and warrants that it is a QIB and is receiving this announcement for informational purposes in connection with a potential investment in the Placing Shares. The Investor Subscription Shares, the Existing Noteholder Subscription Shares, the Investor Convertible Loan Notes, and the warrants to be issued to the Existing Noteholders and the Investor (and any Ordinary Shares issuable upon conversion thereof) (together, the "Subscription Securities") have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States. The Subscription Securities are being issued in transactions that do not involve a public offering within the meaning of Section 4(a)(2) of the Securities Act. To the extent that the Subscription Securities constitute "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, they may not be resold or transferred in the United States or to U.S. persons except in compliance with the registration requirements of the Securities Act or pursuant to an available exemption therefrom.

All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the Public Offers and Admissions to Trading Regulations 2024 ("POATR"), and also pursuant to an exemption under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ("PRM") and Regulation (EU) 2017/1129. No offering document or prospectus has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange or in any other jurisdiction in relation to the Placing.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM Market of the London Stock Exchange.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

The Retail Offer will be offered in the United Kingdom under an exception from prohibitions on offers to the public pursuant to Schedule 1 (Part 1) of POATR and under an exemption from the requirement to publish a prospectus under the PRM. The Retail Offer will not be made into any jurisdiction other than the United Kingdom.  The Retail Offer is not being made to, and is not available to, U.S. persons (as defined in Regulation S under the Securities Act) wherever located or resident.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Neither the content of IQE's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

DISCLAIMER

Neither the information nor any opinion contained in this announcement constitutes an inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in IQE or any other company by IQE or any of its affiliates in any jurisdiction. This announcement does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this announcement and may not be taken as advice on the merits of any investment decision. This announcement is not intended to provide the sole basis for evaluation of, and does not purport to contain all information that may be required with respect to, any potential investment in IQE. Any person who is in any doubt about the matters to which this announcement relates should consult an authorised financial adviser or other person authorised under FSMA.

FORWARD LOOKING STATEMENTS

This announcement contains certain forward-looking statements and information that are based on IQE's beliefs, as well as assumptions made by, and information currently available to, IQE. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts. When used herein, words such as "anticipate," "believe," "estimate," "expect," "intend," "plan" and "project" and similar expressions (or their negative) are intended to identify forward-looking statements. These statements reflect IQE's current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described herein. There is no assurance or guarantee with respect to the prices at which any securities of IQE or any other company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by IQE herein are based on assumptions that IQE believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse. No representation or warranty, express or implied, is given by IQE or any of its officers, employees or agents as to the achievement or reasonableness of, and no reliance should be placed on, any projections, estimates, forecasts, targets, prospects or returns contained herein. Neither IQE nor any of its directors, officers, employees, advisers or representatives shall have any liability whatsoever (for negligence or misrepresentation or in tort or under contract or otherwise) for any loss howsoever arising from any use of information presented in this announcement or otherwise arising in connection with this announcement. Any historical financial information, projections, estimates, forecasts, targets, prospects or returns contained herein are not necessarily a reliable indicator of future performance. Nothing in this announcement should be relied upon as a promise or representation as to the future. Nothing in this announcement should be considered as a profit forecast.

DISTRIBUTION

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. The distribution of this announcement in certain countries may be restricted by law and persons who access it are required to inform themselves and to comply with any such restrictions. IQE disclaims all responsibility where persons access this announcement in breach of any law or regulation in the country of which that person is a citizen or in which that person is residing or is domiciled.

Solely for the purposes of the product governance requirements contained within: PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the new Ordinary Shares have been subject to a product approval process, which has determined that the new Ordinary Shares to be issued pursuant to the Fundraising are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the MiFID II Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the new Ordinary Shares may decline and investors could lose all or part of their investment; (b) the new Ordinary Shares offer no guaranteed income and no capital protection; (c) an investment in the new Ordinary 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to thew Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt 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 the FCA's 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 new Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.

APPENDIX I

Investor Subscription Agreement

Conditions and termination

The Investor Investment, is, inter alia, conditional on the satisfaction or waiver of the following by 31 July 2026 (the "Longstop Date"):

·    the Company obtaining prior approval of Shareholders of the Fundraising Resolutions (the waiver of which can only occur with the consent of the Company);

·    obtaining clearance in respect of the Investor Investment under:

o  the National Security and Investment Act 2021; and

o  Law Decree No. 21 of 15 March 2012 converted with amendments by Law No. 56 of 11 May 2012 (Italian foreign direct investment legislation);

·    there having been no Material Adverse Change (as such term is defined in the Investor Subscription Agreement); and

·    subject to any matters fairly disclosed at Completion, the warranties given by the Company in favour of the Investor being true and accurate at completion of the Fundraising.  

The Investor may terminate the Investor Subscription Agreement if the conditions set out above are not satisfied or waived on or before the Longstop Date and in certain other customary circumstances, including:

·    the Company materially breaches the Investor Subscription Agreement;

·    a Material Adverse Change (as defined in the Investor Subscription Agreement) occurs;

·    the Company fails to satisfy any of its completion deliverables, provided completion has been deferred at least once by a period of not less than five Business Days; or

·    any statement contained in this announcement is or becomes untrue, incorrect or misleading in any material respect or any matter arises which would constitute a material omission from this announcement.

The Company and the Investor each undertake to notify the other party in writing as soon as possible, and in any event within three Business Days, if it or any of its directors become aware of any matter in consequence of which any of the conditions is not, or if it is reasonable to anticipate has become or will become incapable of being, fulfilled prior to completion.

Warranties

Under the Investor Subscription Agreement, each of the Company, certain members of the Group who own assets subject to the Investor security and the Investor, provide customary warranties as at the date of the agreement and again at completion by reference to the facts and circumstances then subsisting. The Company shall be permitted to fairly disclose against the warranties repeated at completion (save in respect of any fundamental warranties).

Investor Convertible Loan Notes and Investor Warrants

Under the terms of the Investor Subscription Agreement, on completion, the Company has agreed to execute a convertible loan note instrument pursuant to which the Investor Convertible Loan Notes will be issued (the "Investor Convertible Loan Note Instrument") and a warrant instrument pursuant to which the Investor Warrants will be issued (the "Investor Warrant Instrument").

Term

The term of the Investor Convertible Loan Notes is 60 months.

Transferability

The Investor Convertible Loan Notes are not transferable other than by the Investor to its affiliates. No application will be made for the admission of the Investor Convertible Loan Notes to trading on AIM or any recognised securities exchange.

Ranking and Security

The Investor Convertible Loan Notes when issued and outstanding shall rank pari passu, equally and rateably, without discrimination or preference among themselves and as secured obligations of the Company.

The Investor Convertible Loan Notes when issued and outstanding shall be senior ranked and fully secured against specific assets of the Company used for the production of products and processes supplied under the LTSAs.

The security package also includes an escrow arrangement pursuant to which the Company will deposit certain manufacturing know-how related to the products supplied under the LTSAs with an escrow agent, being NCC Group Escrow Limited. Upon the occurrence of certain triggers (principally, the Company's insolvency or the Investor's exercise of its step-in right under the LTSAs), the escrowed materials will be made available to the Investor. The Company and the Investor will also enter into an IP licence, under which the Investor shall be granted a non-exclusive, royalty-bearing licence to use the manufacturing know-how placed in escrow and other related undocumented know-how, solely for the purposes of manufacturing the Investor's requirements for the products supplied under the LTSAs or exercising its step-in rights. The escrow agreement is on customary terms and the IP licence agreement is exclusively related to the products covered by the LTSAs.   

Events of Default and Interest

The Investor Convertible Loan Notes shall not be interest bearing, other than where there has been an event of default pursuant to the terms of the Investor Convertible Loan Note Instrument, after which default interest shall be payable on any outstanding Investor Convertible Loan Notes at a rate of 18% per annum. The Convertible Loan Note Instrument provides for certain events of default including, but not limited to, suspension or cancellation of trading of the Ordinary Shares on AIM, a material breach of the terms of a transaction document (including the Investor Convertible Loan Note Instrument, the security documentation, the escrow agreement, the IP licence agreement or the Board Appointment Agreement) which, if capable of remedy, remains unremedied after 30 days, a Material Adverse Change (as defined in the Investor Convertible Loan Note Instrument), insolvency, a breach of the general undertakings given by the Company in the Investor Convertible Loan Note Instrument and a change of control of the Company.

Key Repayment Terms and Conversion

The Company shall repay an amount equal to 33.3% of the outstanding balance of the Investor Convertible Loan Notes on the third, fourth and fifth anniversaries of the issuance of the Investor Convertible Loan Notes.

The Company is entitled to redeem and repay the Investor Convertible Loan Notes at any time following the second anniversary of the issue of the Investor Convertible Loan Notes and prior to their maturity. The Company is required to immediately redeem and repay the Investor Convertible Loan Notes (together with any default interest) following the occurrence of an event of default or other mandatory repayment event, and on maturity.

Upon service of a redemption notice by the Company, the Investor shall have the right within 20 Business Days to elect for conversion of the principal amount of the Investor Convertible Loan Notes into new Ordinary Shares at a conversion price equal to the Issue Price (rather than to be repaid), following which they will be issued with such new Ordinary Shares. If the Investor does not elect for conversion during such period the Company will repay and redeem the Investor Convertible Loan Notes and the Investor Warrants will become exercisable, as set out in further detail below.

The Investor Warrants

The Investor Warrants will, on and following the occurrence of an exercise event, allow the Investor to subscribe at a subscription price equal to the Issue Price for such number of Ordinary Shares as would, based on a subscription price equal to the Issue Price, be equal in value to the amount that the Investor would have received on redemption of the Investor Convertible Loan Notes. The Investor Warrants will lapse and cease to be exercisable if they are not exercised prior to the fifth anniversary of the date on which the Investor Convertible Loan Notes are issued.

The Investor Warrants will only become exercisable upon redemption of the Investor Convertible Loan Notes prior to their maturity date and without the Investor electing for conversion.

Adjustments

For so long as the Investor Convertible Loan Notes and the Investor Warrants remain in issue, the Investor Convertible Loan Notes and Investor Warrants will be subject to adjustment should the Company undertake certain actions that would result in a dilution of the Investor Convertible Loan Notes and/or the Investor Warrants if no adjustment took place.

Such actions comprise: (i) any allotment or issue of equity securities by the Company by way of capitalisation of profits or reserves, a bonus issue or a distribution of Ordinary Shares to holders of Ordinary Shares or by way of payment of a scrip dividend; (ii) any cancellation, purchase or redemption, reduction or repayment of equity securities by the Company; and (iii) any sub-division, consolidation or reclassification of the Ordinary Shares by the Company.

The number of, and/or conversion price or exercise price (as applicable) for the Ordinary Shares as part of any such adjustment shall be determined and certified by the Company's professional advisors or auditors so that the Investor will be entitled to receive the same percentage of the issued share capital of the Company carrying the same proportion of votes exercisable at a general meeting of Shareholders and the same entitlement to participate in distributions of the Company, as would have been the case had the Investor Convertible Loan Notes and/or Investor Warrants not been diluted.

If the Company issues Ordinary Shares for a consideration less than the current market price per Ordinary Share on the date on which the Company fixes said consideration, the conversion price for the Investor Convertible Loan Notes or the exercise price for the Investor Warrants (as applicable) shall be adjusted in accordance with the formulas set out in the Investor Convertible Loan Note Instrument and Investor Warrant Instrument (as applicable).

Existing Noteholder Subscription Agreements

Save as set out below, the Existing Noteholder Subscription Agreements are in substantially similar form as the Investor Subscription Agreement.

Conditions

Completion of the Existing Noteholder Subscription shall be conditional upon the satisfaction of the following conditions on or before the Long Stop Date:

·    the Company obtaining prior approval of Shareholders of the Fundraising Resolutions (the waiver of which can only occur with the consent of the Company);

·    the Investor Investment having completed in accordance with the terms of the Investor Subscription Agreement; and

·    the Existing Loan Notes being redeemed by the Company in accordance with the notices of redemption delivered by the Company on or around the date of this announcement.

Voting undertaking

Each Existing Noteholder has undertaken to vote their existing holdings of Ordinary Shares in favour of the Fundraising Resolutions.

APPENDIX II - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ( "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION")) ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024  (THE "POATR") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENTOR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES , ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES . THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.

Neither IQE plc (the "Company") nor Peel Hunt LLP ("Peel Hunt") or any of their respective affiliates or any of their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") makes any representation or warranty, express or implied to any Placees (as defined below) regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.

Persons who are invited to and who choose to participate in the placing (the "Placing") of the Placing Shares (as defined below) by making an oral or written offer to acquire Placing Shares (including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given) ("Placees") will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions, and to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, undertakings and agreements, contained in this Appendix.

In particular, each such Placee represents, warrants, acknowledges and agrees to each of the Company and Peel Hunt that:

1.         it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business only;

2.         it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;

3.         it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement (including this Appendix) and that any Placing Shares acquired by it in the Placing will not be acquired and/or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EU Qualified Investors, or in the United Kingdom to UK Qualified Investors or in circumstances in which the prior consent of Peel Hunt has been given to each such proposed offer or resale;

4.         it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

5.         it, and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are either (a)(i) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (ii) acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act ( "Regulation S"); or (b) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act (a "QIB") for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the Placing Shares for its own account (if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such person) who has executed and delivered to the Company and Peel Hunt a US investor letter substantially in the form provided to it; and       

6.         the Company and Peel Hunt will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

Bookbuild

Peel Hunt will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The book will open with immediate effect. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate in the Placing.

Peel Hunt and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Details of the Placing Agreement and of the Placing Shares

 Peel Hunt is acting as sole global co-ordinator and sole bookrunner in connection with the Placing. The Company has today entered into an agreement (the "Placing Agreement") with Peel Hunt under which, subject to the terms and conditions set out therein, Peel Hunt  has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for new ordinary shares of one penny each in the capital of the Company (the "Placing Shares"), in such number, if any, to be determined following completion of the Bookbuild and as may be agreed between Peel Hunt and the Company and set out in the executed term sheet (the "Term Sheet"). For the avoidance of doubt, the Placing is not being underwritten. In the event that Peel Hunt acquires Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, Peel Hunt does not propose to make any public disclosure in relation to such transactions.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of one penny each in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares, and will be issued free of all claims, liens, charges, encumbrances and equities.

Application for admission

Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on AIM ("Admission").

It is expected that Admission will become effective at or around 8.00 a.m. 3 Business Days following the Placing Agreement becoming unconditional in all respects other than Admission (or such later time and/or date as may be agreed between the Company and Peel Hunt) and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1.   Peel Hunt is acting as a sole global co-ordinator, sole bookrunner and agent of the Company in connection with the Placing.

2.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Peel Hunt. Peel Hunt and its agents and affiliates are each entitled to enter bids in the Bookbuild as principal.

3.         The price per Placing Share payable to Peel Hunt by all Placees whose bids are successful is 19.8 pence (the "Placing Price"). The final number of Placing Shares will be determined by the Company (in consultation with Peel Hunt) following completion of the Bookbuild. The final number of Placing Shares to be issued will be announced on a FCA-listed regulatory information service (a "Regulatory Information Service") following the completion of the Bookbuild.

4.         To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Peel Hunt. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by Peel Hunt on the basis referred to in paragraph 11 below.

5.         A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the  Peel Hunt's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and Peel Hunt. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Peel Hunt as agent of the Company, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot to them.

6.         The Bookbuild is expected to close no later than 7 a.m. (London time) on 28 April 2026, but may be closed earlier or later at the absolute discretion of Peel Hunt. Peel Hunt may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7.         Each prospective Placee's allocation will be agreed between Peel Hunt and the Company and will be confirmed orally or in writing by Peel Hunt  (as agent of the Company) following the close of the Bookbuild. This confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Peel Hunt and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.

8.         All obligations under the Bookbuild and Placing will be subject to fulfilment or, where applicable, waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

9.         By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by Peel Hunt.

10.        Each prospective Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Peel Hunt. The terms of this Appendix will be deemed incorporated by reference therein.

11.        Subject to paragraphs 4 and 5 above, Peel Hunt may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Peel Hunt may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with Peel Hunt) to reduce or seek to increase the amount to be raised pursuant to the Placing.

12.        Except as required by law or regulation, no press release or other announcement will be made by Peel Hunt or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

13.        Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

14.        To the fullest extent permissible by law, neither Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (whether in contract, tort or otherwise) to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (whether in contract, tort or otherwise and including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Placing as Peel Hunt and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of Peel Hunt under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

1.   each of the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and when given pursuant to the Placing Agreement;

2.   the Company complying with its obligations and undertakings under the Placing Agreement, so far as the same fall to be performed or satisfied on or prior to Admission;

3.   the Term Sheet having been executed;

4.   there not having occurred, in the good faith opinion of Peel Hunt, any material adverse change in respect of the Company and the Group;

5.   the NSIA Approval and Approval under Law Decree No. 21 of 15 March 2012 converted with amendments by Law No. 56 of 11 May 2012 (as defined therein);

6.   the General Meeting having taken place on the date set out in the Notice or with the prior written consent of Peel Hunt (such consent to not to be unreasonably withheld or delayed) on an adjourned date for the General Meeting and each of the Resolutions having been passed thereat by the requisite majority without any material amendment not approved by Peel Hunt (such consent to not to be unreasonably withheld or delayed) ;

7.   the Investor Subscription Agreement and the Existing Noteholders Subscription Agreements having been duly executed and delivered by the parties thereto and having become unconditional in all respects by the times and dates stated therein and Completion (as defined in the Investor Subscription Agreement) having occured;

8.   the Company allotting, subject only to Admission, the New Shares (excluding the Retail Shares) in accordance with the terms of the Placing Agreement; and

9.   Admission taking place by not later than 3 Business Days following the Placing Agreement becoming unconditional in all respects other than Admission (or such later time and/or date as may be agreed between the Company and Peel Hunt, being not later than 11 August 2026).

Peel Hunt may at its discretion waive compliance by the Company with certain of the conditions and/or agree an extension in time for its satisfaction. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If (a) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by Peel Hunt) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as Peel Hunt may agree); or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Neither Peel Hunt nor any of its affiliates nor any of their respective Representatives shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is in the absolute discretion of Peel Hunt.

By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Restriction on further issue of securities

The Company has undertaken that it will not, and will procure that none of its subsidiaries will, at any time between the date of the Placing Agreement and the date which is 180 days after the date of Admission without the prior written consent of Peel Hunt enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between Peel Hunt and the Company.

By participating in the Placing, Placees agree that the exercise by Peel Hunt of any power to consent to waive the undertaking by the Company of a transaction which would otherwise be subject to such undertaking in the Placing Agreement shall be within the absolute discretion of Peel Hunt, and that neither Peel Hunt nor the Company need to make any reference to, consult with, or seek consent from, Placees and that Peel Hunt shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure so to exercise.

Right to terminate under the Placing Agreement

At any time before Admission, Peel Hunt is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties (when given pursuant to the Placing Agreement) or representations are not or cease to be true and accurate or have become misleading; or (ii) if any of the conditions have not been satisfied (or, where capable of waiver, waived by Peel Hunt) by the date specified therein; or (iii) in the good faith opinion of Peel Hunt, there shall have occurred any material adverse change in respect of the Company and the Group (within the meaning of the Placing Agreement); or (iv); if the application for Admission is refused by the London Stock Exchange.

Upon notice being given to the Company, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise or non-exercise by Peel Hunt of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Peel Hunt, and that neither Peel Hunt nor the Company need to make any reference to, consult with, or seek consent from, Placees and that neither Peel Hunt nor the Company shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus

No offering document or prospectus has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange or in any other jurisdiction in relation to the Placing. All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATRs, and also pursuant to an exemption under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ("PRM") and the EU Prospectus Regulation. Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing and the Placing Shares based on information contained in this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company simultaneously with or prior to the date of this Announcement, and subject to the further terms set forth in the trade confirmation to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and all other publicly available information previously and simultaneously published by or on behalf of the Company by notification to a Regulatory Information Service is exclusively the responsibility of the Company and has not been independently

verified by Peel Hunt. Each Placee, by accepting a participation in the Placing, further confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Peel Hunt or any other person and neither Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0009619924) following Admission will take place within the CREST system, subject to certain exceptions. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Peel Hunt may agree that the Placing Shares should be issued in certificated form. Peel Hunt and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form or by such other means as they deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions. It is expected that such trade confirmation will be despatched the day after the General Meeting and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Peel Hunt.

The Company will deliver the Placing Shares to a CREST account operated by Peel Hunt as agent for the Company and Peel Hunt will enter its delivery (DEL) instruction into the CREST system. Peel Hunt will hold any Placing Shares delivered to this account as nominee for the Placees until settlement. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be 3 Business Days following the Placing Agreement becoming unconditional in all respects other than Admission on a T+3 basis and on a delivery versus payment basis in accordance with the instructions given to Peel Hunt.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA as determined by Peel Hunt.

Each Placee is deemed to agree that, if it does not comply with these obligations, Peel Hunt may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of Peel Hunt, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties thereon) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Peel Hunt all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Peel Hunt lawfully takes on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Peel Hunt or the Company shall be responsible for the payment thereof.

Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Peel Hunt and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1.   it has read and understood this Announcement (including this Appendix) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2.         no offering document or prospectus has been or will be prepared in connection with the Placing or is required under the PRM, the Financial Services and Markets Act 2000, as amended ("FSMA") or any other applicable law and it has not received and will not receive a prospectus or other offering document in connection with Admission, the Bookbuild, the Placing, the Company or the Placing Shares;

3.         the Placing does not constitute a recommendation or financial product advice and Peel Hunt have not had regard to its particular objectives, financial situation and needs;

4.         if it has received any "inside information" concerning the Company or its shares or other securities or related financial instruments in advance of the Placing, that it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK version of Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ( "UK MAR") and any delegating acts, implementing acts, technical standards and guidelines thereunder, prior to the information being made publicly available;

5.         it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire Placing Shares and to execute and deliver all documents necessary for such subscription and/or acquisition;

6.         neither Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than this Announcement, nor has it requested Peel Hunt, the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;

7.         (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company simultaneously with or prior to the date of this Announcement (the "Publicly Available Information"); and (ii) the Company's Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with UK MAR, the rules and practices of the London Stock Exchange and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

8.         (i) none of the Company or Peel Hunt or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf has made any warranties or representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, fairness, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold Peel Hunt or any of its affiliates or any of their respective Representatives or any person acting on their behalf responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

9.         the content of this Announcement is exclusively the responsibility of the Company and that neither Peel Hunt nor any of its affiliates nor any of their respective Representatives nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Publicly Available Information or Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary and/or appropriate to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and neither Peel Hunt nor the Company nor any of their respective affiliates nor any of their respective Representatives nor any person acting on its or their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10.        it has not relied on any information relating to the Company contained in any research reports prepared by Peel Hunt or any of its affiliates or any of their respective Representatives or any person acting on their behalf and understands that (i) neither Peel Hunt or any of its affiliates or any of their respective Representatives or any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither Peel Hunt or any of its affiliates or any of their respective Representatives or any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (iii) neither Peel Hunt or any of its affiliates or any of their respective Representatives or any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

11.        in making any decision to acquire Placing Shares, (i) it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company and its affiliates operate, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of Peel Hunt; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, Peel Hunt, any of its affiliates, any of their respective Representatives or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

12.        it satisfies any and all standards for investors in the Placing Shares imposed by the jurisdiction of its residence or otherwise;

13.        unless otherwise specifically agreed with Peel Hunt, it and each account it represents is not and, at the time the Placing Shares are acquired, will not be, located in Australia, Japan, the Republic of South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;

14.        (i) it and each account it represents is acquiring the Placing Shares for investment purposes, and is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares in or into Australia, Canada, Japan, the Republic of South Africa, or any other jurisdiction in which the same would be unlawful; and (ii) it understands, and each account it represents has been advised, that the Placing Shares have not been and will not be registered or qualified for distribution by way of a prospectus under the securities legislation of Australia, Canada, Japan, the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

15.        it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only (a) to persons reasonably believed to be QIBs in transactions exempt from the registration requirements of the Securities Act or (b) in an "offshore transaction" within the meaning of and pursuant to Regulation S under the Securities Act; (iii) the Placing Shares may only be reoffered or resold in transactions exempt from, or not subject to, the registration requirements of the Securities Act and no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares; and (iv) a prospectus will not be published in respect of any of the Placing Shares under the Securities Act or the securities laws of any state or other jurisdiction of the United States;

16.        it is not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D under the Securities Act;

17.        it is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company, and is not acting on behalf of an affiliate of the Company;

18.        it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), directly or indirectly, whether in whole or in part, in or into the United States, Australia, Canada, Japan or the Republic of South Africa;

19.        if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

20.        if the Placing Shares were offered to it in the United States, it has consulted its own independent advisors or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws (including as to the consequences of the Company being or becoming a "passive foreign investment company" (as defined in Sec on 1297 of the U.S. Internal Revenue Code of 1986, as amended (the "Code")) and foreign tax laws generally and the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the U.S. Investment Company Act of 1940, as amended, and the Securities Act;

21.        either: (a) it is not and for so long as it holds the Placing Shares (or any interests therein) will not be a "benefit plan investor" as defined in Sec on 3(42) of ERISA, or a governmental, church or non-U.S. plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to Sec on 406 of ERISA or Sec on 4975 of the Code ("Similar Law"); or (b) its acquisition, holding and disposition of the Placing Shares will not result in a non-exempt prohibited transaction under Sec on 406 of ERISA or Sec on 4975 of the Code, or, in the case of such a governmental, church or non-U.S. plan, a violation of any Similar Law;

22.        neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services), it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

23.        it has complied and will continue to comply with its obligations under the Criminal Justice Act 1993, UK MAR and any delegating acts, implementing acts, technical standards and guidelines thereunder, and in connection with money laundering and terrorist financing, under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, Peel Hunt have not received such satisfactory evidence, Peel Hunt may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to Peel Hunt will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

24.        if it is a financial intermediary, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA other than EU Qualified Investors or persons in the United Kingdom other than UK Qualified Investors, or in circumstances in which the prior consent of Peel Hunt has been given to each such proposed offer or resale;

25.        it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer of relevant securities to the public in the United Kingdom within the meaning of regulation 7 of POATR;

26.        it understands that 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, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;

27.        if it is in a member state of the EEA, it is an EU Qualified Investor and, to the extent applicable, any funds on behalf of which it is acquiring the Placing Shares that are located in a member state of the EEA are each themselves such an EU Qualified Investor;

28.        if it is in the United Kingdom, it and any person acting on its behalf is a UK Qualified Investor and it is a "professional client" or an "eligible counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business Sourcebook;

29.        it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

30.        it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the EU Prospectus Regulation or Part 1 of Schedule 1 of the POATR which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or contravene regulation 12 of POATR;

31.        it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require the approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Peel Hunt in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

32.        it has complied and will comply with all applicable laws (including all relevant provisions of FSMA in the United Kingdom) with respect to anything done by it in relation to the Placing Shares;

33.        no action has been or will be taken by either the Company or Peel Hunt or any person acting on behalf of the Company or Peel Hunt that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

34.        it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Peel Hunt for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

35.        (i) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in Peel Hunt, the Company or any of their respective affiliates or any of their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (iv) the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

36.        it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

37.        it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as Peel Hunt may in its absolute discretion determine and without liability to such Placee, and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

38.        its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that Peel Hunt or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

39.        neither Peel Hunt nor any of its affiliates nor any of their respective Representatives nor any person acting on behalf of any of them, are making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of Peel Hunt and Peel Hunt have no duties or responsibilities to it for providing the protections afforded to its clients or customers or for giving advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

40.        the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Peel Hunt nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar  taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Peel Hunt and their respective affiliates and each of their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Peel Hunt who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

41.        it will indemnify, on an after-tax basis, and hold harmless the Company, Peel Hunt and its affiliates and their respective Representatives from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising, directly or indirectly, out of or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

42.        it acknowledges that it irrevocably appoints any director or authorised signatories of Peel Hunt as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

43.        in connection with the Placing, Peel Hunt and any of its affiliates acting as an investor for their own account may acquire Placing Shares and in that capacity may acquire, retain, purchase or sell for their own account such Ordinary Shares in the Company and any other securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Peel Hunt or its affiliates in such capacity. In addition, Peel Hunt may enter into financing arrangements and swaps with investors in connection with which Peel Hunt may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Peel Hunt nor its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

44.        Peel Hunt and its affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Peel Hunt and its affiliates may provide such services to the Company and/or its affiliates in the future;

45.        a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by Peel Hunt. Peel Hunt reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, inter alia, to take account of the Company's objectives, MiFID II or other regulatory requirements and/or its allocation policies;

46.        its commitment to acquire Placing Shares on the terms set out in this Announcement (including this Appendix) and in the trade confirmation will continue notwithstanding any amendment that may in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Peel Hunt's conduct of the Placing;

47.        neither the Company nor Peel Hunt owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, representations, warranties, undertakings or indemnities in the Placing Agreement;

48.        it may not rely on any investigation that Peel Hunt or any person acting on its behalf may or may not have conducted with respect to the Company and its affiliates, the Placing Shares or the Placing and Peel Hunt have not made any representation or warranty to it, express or implied, with respect to the suitability or merits of any transactions it may enter into in connection with the Placing, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and no information has been prepared by, or is the responsibility of, Peel Hunt for the purposes of the Placing;

49.        where it is acquiring the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

50.        time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;

51.        these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreements and such non-contractual obligations, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or Peel Hunt in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

52.        the Company, Peel Hunt and their respective affiliates and their respective Representatives and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, indemnities, undertakings and agreements set forth herein and which are given to Peel Hunt on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and Peel Hunt to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer true or accurate, it shall promptly notify the Company and Peel Hunt.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company and Peel Hunt and are irrevocable.

Each Placee not acquiring the Placing Shares in an "offshore transaction" pursuant to Regulation S (each a "U.S. Placee") shall make specific representations, warranties, agreements and acknowledgements pursuant to a U.S. investor representation letter. Each U.S. Placee acknowledges that it will not be permitted to purchase, subscribe for or otherwise take up Placing Shares unless it has signed and returned such a representation letter in accordance with the terms thereof.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty and representation from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor Peel Hunt will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, Peel Hunt and their respective affiliates and their respective Representatives for any stamp duty or stamp duty reserve tax or other similar tax paid or otherwise payable by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Peel Hunt accordingly.

Neither the Company nor Peel Hunt is liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Peel Hunt and their respective affiliates and their respective Representatives from any and all interest, fines or penalties in relation to any such duties or taxes.

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify Peel Hunt accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that Peel Hunt and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that Peel Hunt are receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement. When a Placee or person acting on behalf of the Placee is dealing with Peel Hunt any money held in an account with Peel Hunt on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Peel Hunt's money in accordance with the client money rules and will be used by Peel Hunt in the course of its own business; and the Placee will rank only as a general creditor of Peel Hunt.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of Peel Hunt and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

All times and dates in this Announcement may be subject to amendment by Peel Hunt (in its absolute discretion). Peel Hunt shall notify the Placees and any persons acting on behalf of the Placees of any changes.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, Peel Hunt or their respective affiliates or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.