Schedule One - Sondrel (Holdings) Plc

RNS Number : 1499C

AIM

07 October 2022

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Sondrel (Holdings) plc (the "Company" and together with its subsidiaries "Sondrel")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Sondrel House Theale Lakes Business Park, Moulden Way, Sulhamstead, Reading, RG7 4GB

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.sondrel.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Sondrel is a UK founded and headquartered fabless semiconductor business providing turnkey services in the design and delivery of complex, high end 'application specific integrated circuits' ("ASICs") and 'system on chips' ("SoCs") for leading global technology brands. Sondrel's capabilities are provided to customers seeking competitive advantage by including customised ASIC/SoC devices enabling differentiation of their end products when addressing fast growth technology megatrends.

Sondrel has grown over a period of more than 20 years and delivers complex ASIC/SoC designs on a consultancy and/or project basis for a wide range of leading multi-national corporate customers. The high-end complex ASICs/SoCs designed and supplied by Sondrel to its customers and Sondrel's previous designs have been included in well-known products such as Apple iPhone, Sony PlayStation, Meta's Oculus Quest virtual reality headset, Samsung, Google and Sony smartphones, JVC prosumer camcorders and Tesla and Mercedes-Benz cars.

Originally, Sondrel provided customers with both its market leading ASIC/SoC designs, and also an engineering consulting service during the 'new product introduction' ("NPI") prototyping, testing and production phases. However, in recent years Sondrel has successfully transitioned its business model such that customers also now contract directly with Sondrel to purchase production ASIC/SoC devices directly from Sondrel as a 'one stop shop', something which customers have previously been required to source themselves from a third party.

With OEMs and OEM suppliers increasingly focused on semiconductor supply chain resilience and efficiency, customers are able to contract Sondrel as a single counterparty in the design, supply chain management and production of ASIC/SoC devices. Sondrel's customers are therefore able to differentiate their end products with Sondrel's market leading design capabilities at the forefront of technology whilst also leveraging Sondrel's expertise and relationships throughout the semiconductor industry. In doing so, Sondrel's customers are able to remove the requirements for multiple counterparties in the ASIC/SoC supply chain and for supply chain management.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

87,461,772 ordinary shares of £0.001 each in the capital of the Company ("Ordinary Shares").

No Ordinary Shares are or will be held in treasury.

The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£20.0 million to be raised for the Company through the placing of new Ordinary Shares.

Anticipated market capitalisation on admission at the placing price: £48.1 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

58.9 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Graham Stephen Curren - Chief Executive Officer

Jose "Joe" Robert Lopez - Chief Financial Officer

Nigel Leslie Richard Vaughan - Non-Executive Chairman

Adrian Courtney Carey - Proposed Non-Executive Director

Sherry Anne Madera - Proposed Non-Executive Director

Gordon Robert Halyburton Orr - Proposed Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	% of issued share capital immediately prior to Admission	% of issued share capital on Admission
Graham Curren	53.79%	30.79%
Claire Patricia Curren	13.45%	7.70%
The Curren 2022 Family Settlement	11.16%	6.39%
Siemens Industry Software Limited	19.60%	11.22%
Otus Capital Management	-	7.28%
Joh. Berenberg, Gossler & Co.	-	5.92%
Crux Asset Management	-	5.40%
Sarasin & Partners	-	4.16%
Herald Investment Management	-	4.16%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2022

(iii) 30 June 2023 (annual accounts for the year ending 31 December 2022),

30 September 2023 (half year report for the six months ending 30 June 2023) and

30 June 2024 (annual accounts for the year ending 31 December 2023)

EXPECTED ADMISSION DATE:

21 October 2022

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc

6.7.8. Tokenhouse Yard

EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc

6.7.8. Tokenhouse Yard

EC2R 7AS

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

https://www.sondrel.com/

The Company's admission document will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

7 October 2022

NEW/ UPDATE:

New

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

PAAMRBFTMTIMMFT

Date	7 Oct 2022
Time	08:00:02
Category	Capital structure
ID	1499C

Date	7 Oct 2022
Time	08:00:02
Category	Capital structure
ID	1499C

t

RNS Metadata

RNS Metadata

Schedule One - Sondrel (Holdings) Plc