Imagination: Commencement of formal sale process for whole Group

June 22, 2017 -- Imagination Technologies Group plc (LSE: IMG, “Imagination”, “the Group”) announces that over the last few weeks it has received interest from a number of parties for a potential acquisition of the whole Group. The Board of Imagination has therefore decided to initiate a formal sale process for the Group and is engaged in preliminary discussions with potential bidders.

The sale process for the MIPS and Ensigma operations, which commenced on 4 May 2017, is progressing well and indicative proposals have been received for both businesses.

Further to the announcement on 4 May 2017, Imagination remains in dispute with Apple Inc.

Imagination has agreed with the UK Takeover Panel (the “Panel”) that any such discussions with third parties may be conducted within the formal sale process framework set out in Note 2 on Rule 2.6 of the Takeover Code (the “Code”). The Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party will not be required to be publicly identified as a result of this announcement (subject to Note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process.

There can be no certainty that any offer will be made for Imagination, nor that any transaction will be executed, nor as to terms of any such offer or transaction.

Parties interested in participating in the formal sale process will be required to enter into a confidentiality agreement with the Company on reasonable terms satisfactory to the board of Imagination before being permitted to participate in the process and to receive information. Interested parties should note Rule 21.2 of the Code, which prohibits any form of inducement fee or other offer related arrangement, and that Imagination has not requested any dispensation from this prohibition under Note 2 of Rule 21.2 at this stage.

Interested parties are invited to contact Rothschild (contact details below), who are assisting with the formal sale process and with the sale process for MIPS and Ensigma. Further announcements regarding timings for the formal sale process will be made when appropriate.

As a consequence of this announcement an “Offer Period” has commenced in respect of Imagination in accordance with the rules of the Code and the dealing disclosure requirements below will apply.

This announcement contains inside information.

A further announcement will be made as and when appropriate.

About Imagination

Imagination is a global technology leader whose products touch the lives of billions of people across the globe. The company’s broad range of silicon IP (intellectual property) includes the key processing blocks needed to create the SoCs (Systems on Chips) that power all mobile, consumer and embedded electronics. Its unique multimedia, processor and connectivity technologies enable its customers get to market quickly with complete and highly differentiated SoC platforms. Imagination’s licensees include many of the world’s leading semiconductor manufacturers, network operators and OEMs/ODMs who are creating some of the world’s most iconic products. See: www.imgtec.com.

Notice related to financial adviser

Rothschild which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Imagination and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Imagination for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.imgtec.com by no later than 12 noon (London time) on next business day. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Imagination confirms that, as at the date of this announcement, its issued share capital consisted of 284,264,381 ordinary shares of 10 pence each. The International Securities Identification Number for Imagination’s ordinary shares is GB0009303123.