10 June 2024

Sondrel (Holdings) plc

("Sondrel", the "Company" and together with its subsidiaries the "Group")

Update re £5.6m Subscription: Receipt of NSIA Approval and Satisfaction of Conditions

Sondrel (AIM: SND), a leading provider of ultra-complex chips for leading global technology brands, is pleased, further to the Company's announcement of 30 May 2024, to confirm that the UK secretary of state has provided approval as required by the National Security and Investment Act 2021 ("NSIA Approval") for ROX Equity Partners Limited's ("ROX") subscription for 56,254,000 new ordinary shares of £0.001 each in the capital of the Company (the "Subscription Shares") at an issue price of 10 pence per new ordinary share to raise gross proceeds of approximately £5.6 million (the "Subscription").

As described in the circular sent to the Company's shareholders on 14 May 2024 (the "Circular"), the Subscription was conditional upon the shareholders approving the Rule 9 Waiver Resolution (as defined in the Circular) and the NSIA Approval being obtained. As announced on 30 May 2024, the Rule 9 Waiver Resolution was passed by the shareholders at a general meeting of the Company held on 30 May 2024.

Following regulatory and shareholder approval, the Subscription is now therefore expected to complete, and the Subscription Shares are expected to be admitted to trading on AIM, at 8.00 am on 13 June 2024.  

The conversion of the ROX Loans (as defined in the Circular) into a total of 28,746,000 new ordinary shares of £0.001 each in the capital of the Company at an issue price of 10 pence per new ordinary share (the "Conversion Shares") will occur automatically on admission of the Subscription Shares to trading on AIM.

As a result, application has been made to the London Stock Exchange for the admission of the Subscription Shares and the Conversion Shares (together the "New Ordinary Shares") to trading on AIM. Admission of the New Ordinary Shares to trading on AIM is expected to occur at 8.00 a.m. on 13 June 2024 ("Admission").

As previously announced Nigel Vaughan, the Company's non-executive Chairman, will step down as a director of the Company on Admission. A further announcement in relation to the intended near term appointments of David Mitchard (as Chairman), John Chubb (as Chief Executive Officer) and Miles Woodhouse (as non-executive director) will be made in due course.

Following Admission, the total number of ordinary shares in the capital of the Company in issue is expected to be 172,461,772 with each ordinary share carrying the right to one vote. There are no ordinary shares held in treasury and therefore the total number of voting rights in the Company is expected to be 172,461,772. The above figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

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About Sondrel

Sondrel is a UK-based fabless semiconductor company specialising in high end, complex digital Application Specific Integrated Circuits (ASICs) and System on Chips (SOCs). It provides a full turnkey service in the design, prototyping, testing, packaging and production of ASICs and SoCs.

 The Company is one of only a few companies capable of designing and supplying the higher-spec chips built on the most advanced semiconductor technologies, selling into a range of hyper growth end markets such as high-performance computing, automotive, artificial intelligence, VR/AR, video analytics, image processing, mobile networking and data centres.  Sondrel designs have enabled products by leading technology brands including Apple (iPhone), Sony (PlayStation), Meta's (Oculus), Samsung, Google and Sony smartphones, JVC (prosumer camcorders), Tesla and Mercedes-Benz cars.

 Sondrel is well-established, with a 20-year track record of successful delivery, supported by long standing ecosystem partnerships including Arm, TSMC and Samsung. Headquartered in the UK, Sondrel has a global presence with offices in UK, USA, China, India and Morocco.

For more information please visit: ir.sondrel.com.