Alphawave IP Group plc (LON: AWE), Alphawave Semi, a global leader in high-speed connectivity and compute for the world’s data centre infrastructure, has announced the successful pricing of the offering of $150 million of senior unsecured convertible bonds due 2030.
Use of Proceeds
The Issuer plans to use the proceeds of the Bonds to finance its ongoing growth plans, in particular investment in research & development, capital expenditures and other general corporate purposes – and may also include repayment of debt obligations.
The Bonds will be issued at par and will carry a coupon of 3.75% per annum payable semi-annually in arrear in equal instalments in March and September of each year, commencing on 18 March 2025 (except in respect of the short first coupon payable on the first interest payment date). The Bonds will be convertible into ordinary shares of the Issuer. The initial conversion price shall be $1.9423, representing a premium of 30.0% above the Clearing Price (as defined below) determined through the simultaneous placement of existing Ordinary Shares conducted alongside the Offering by the Joint Bookrunners. The conversion price will be subject to adjustment in certain circumstances in line with market practice and as further set out in the final terms and conditions of the Bonds.
Tony Pialis, Rajeevan Mahadevan and Jonathan Rogers, who currently own (directly or indirectly) a total of approximately 36% of the Ordinary Shares of the Issuer, participated (via their respective investment vehicles) in the Offering through a subscription of $20m in aggregate principal amount of the Bonds.
The Issuer has also been advised by the Joint Bookrunners that the Concurrent Delta Placement announced yesterday was completed in respect of 21,040,832 existing Ordinary Shares at a price of $1.4941 per share. The Issuer did not receive any proceeds from the sale of Ordinary Shares in connection with the Concurrent Delta Placement, as these were not being issued by, or sold on behalf of, the Issuer.
Settlement and delivery of the Bonds is expected to take place on or about 18 December 2024. If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 1 March 2030. The Issuer will have the option to redeem all, but not some only, of the outstanding Bonds on or after 22 March 2028, at par plus accrued interest, if the parity value on each of at least 20 dealing days in a period of 30 consecutive dealing days, ending no more than 5 London business days prior to the date on which the relevant redemption notice is given to Bondholders, shall have exceeded USD 300,000, as further set out in the final terms and conditions of the Bonds.
The Issuer will also have the option to redeem all, but not some only, of the outstanding Bonds, at par plus accrued interest, at any time if 85% or more of the aggregate principal amount of the Bonds originally issued shall have been previously redeemed, converted or repurchased and cancelled.
The holder of each Bond will have the right to require the Issuer to redeem such Bond at par plus accrued and unpaid interest up to the relevant put date (i) upon the occurrence of a change of control of the Issuer, or (ii) upon the occurrence of a free float event in respect of the Issuer, each as further set out in the final terms and conditions of the Bonds.
Application will be made for the Bonds to be admitted to trading on an internationally recognised, regularly operating, regulated or non-regulated stock exchange after the Closing Date but prior to the first interest payment date.
In the context of the Offering, the Issuer has agreed to a lock-up undertaking relating to equity and equity-related securities for a period commencing from 10 December 2024 (being the launch date) until 90 calendar days after the Closing Date for the Issuer and its Subsidiaries (subject to customary exemptions, including in relation to the exercise of existing rights and options and employees’, officers’ and contractors’ stock option plans).
Barclays Bank PLC acted as Sole Global Coordinator and Joint Bookrunner with BMO Capital Markets Limited acting as Joint Bookrunner in respect of the Offering.
ICR Capital is acting as independent financial adviser to the Issuer in relation to the Offering.
