Dialog Semiconductor Plc.: Information Document Relating to 4,000,000 New Ordinary Shares

Information Document
relating to
4,000,000 new ordinary shares

1. The Issuer

The issuer is Dialog Semiconductor Plc, a company incorporated in England and Wales with company number 3505161 whose registered office is at Tower Bridge House, St Katharine’s Way, London, E1W 1AA, England (the Issuer).

The Issuer has offered, and agreed to allot, and the Dialog Semiconductor Plc Employee Share Ownership Trust (the Trust) on behalf of its beneficiaries has agreed to subscribe, 4,000,000 new ordinary shares of 10 pence each in the capital of the Issuer (the New Shares).

The Issuer will apply to have the New Shares admitted to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange and the sub-segment thereof with additional post-admission obligations (Prime Standard), which is the market on which the Issuer’s issued ordinary share capital is already admitted to trading. The International and German Securities Identification Numbers and trading symbol of the shares of the Issuer are set out below:

The Issuer expects that the Frankfurt Stock Exchange will grant the New Shares admission to trading on or about 29 June 2020, and that introduction of the New Shares to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange and the sub-segment thereof with further post-admission obligations (Prime Standard) will take place on or about 1 July 2020.

Further information on the Issuer, including its Annual Report and Accounts for the financial years ended 2017, 2018 and 2019 can be found on the Issuer’s website in the “Company” section, “Investor Relations” under “Annual Reports” at www.dialog-semiconductor.com.

2. Reasons for the offer and admission to trading

The Trust was established on 29 October 1998 to encourage and facilitate the holding of shares in the Issuer by or for the benefit of the directors and employees of the Issuer and its subsidiaries, including by the transfer of shares in the Issuer to directors and employees on exercise of share options or vesting of conditional shares that are awarded to them under the Issuer’s and/or its subsidiaries’ share incentive arrangements from time to time.

The New Shares have been allotted to the Trust to ensure that it holds sufficient shares in the Issuer, upon any exercise by any director and/or employee of the Issuer and/or its subsidiaries of any share option or vesting of conditional shares, to enable the Trust to transfer the relevant number of shares in the Issuer to such director and/or employee, with the proceeds from all transfers of the New Shares being held by the Trust for the benefit of the directors and employees of the Issuer and its subsidiaries.

The offer and admission of the New Shares described in this information document is exempt from the requirement to publish a prospectus under, respectively, and this information document is being made available to the Trust (for itself and on behalf of its beneficiaries) pursuant to, Articles 1.4(i) and 1.5(h) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the Regulation). This document is an information document only and not a prospectus within the meaning of the Regulation.

Further details

The New Shares have been subscribed for by the Trust at £0.10 per New Share. Save for the payment of the £400,000 subscription monies, the New Shares being admitted and introduced to trading and the terms on which the New Shares are to be held, the offer by the Issuer to issue the New Shares to the Trust and the admission of the New Shares to trading was not, and is not, conditional. The New Shares will rank pari passu in all respects with the existing ordinary shares of nominal value of 10 pence each in the capital of the Issuer, including the right to receive dividends (if any) and other distributions declared, made or paid after the date of the issue of the New Shares. However, pursuant to the Trust Deed entered into between the Issuer and the Trust dated 29 October 1998 (as amended) (the Trust Deed) the Trust has agreed to waive any rights to receive dividends. Copies of the Trust Deed are available to the directors and employees of the Issuer upon written request to the Company Secretary at the Issuer’s registered office address. For further information relating to the rights attaching to the New Shares and the exercise of those rights, see the Issuer’s Articles of Association which are available on its website.

The Trust will hold the New Shares in accordance with the Trust Deed for the benefit of directors and employees of the Issuer and its subsidiaries, and will, from time to time, use the New Shares to make share awards to directors and employees upon the exercise of share options or the vesting of conditional shares, with the proceeds from all transfers of the New Shares being held by the Trust for the benefit of the directors and employees of the Issuer and its subsidiaries.

Contact:
Jose Cano
Director, Investor Relations
jose.cano@diasemi.com
+44(0)1793756961

SOURCE: Dialog Semiconductor Plc.