SND Sondrel (holdings) Plc

11 March 2024

Sondrel (Holdings) plc

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

Posting of Circular and Notice of General Meeting

Sondrel (AIM: SND), a leading provider of ultra-complex chips for leading global technology brands, confirms that, further to the announcement on 6 March 2024 (RNS Number: 7221F) (the "Previous Announcement"), a circular containing a notice of general meeting (the "Circular") was despatched to shareholders on 8 March 2024.

A copy of the Circular and the notice of general meeting (the "GM Notice") is available on the Company's website at https://ir.sondrel.com/investors/shareholder-information#notices. The general meeting will be held at 11:00 a.m. on 25 March 2024 at Sondrel House Theale Lakes Business Park, Moulden Way, Sulhamstead, Reading, RG7 4GB (the "General Meeting").

Background to, and reasons for, the General Meeting

As announced on 6 March 2024, Sondrel has entered into a £874,600 (the "Loan") secured 15% convertible loan agreement (the "Convertible Loan Agreement") with ROX Equity Partners Limited ("ROX"). The principal amount of the Loan (excluding any interest accrued or compounded) is convertible into ordinary shares of £0.001 each in the capital of the Company ("Ordinary Shares") at the discretion of ROX or, if earlier, automatically on completion of the equity fundraising proposed to be carried out by the Company (the "Proposed Fundraise") (such Proposed Fundraise being subject, inter alia, to obtaining any applicable regulatory approvals as detailed in the Previous Announcement (the "Regulatory Approvals")) to raise gross proceeds of at least £6.5 million from ROX and existing shareholders of the Company at a price of not less than 10 pence per new Ordinary Share as envisaged by the Exclusivity Agreement (as defined below). The Convertible Loan Agreement was entered into using the Company's existing allotment authorities granted at the annual general meeting of the Company held on 27 June 2023.

The Company has also entered into an exclusivity agreement with ROX ("Exclusivity Agreement"), granting ROX the right to participate, alongside existing shareholders, in the Proposed Fundraise ("Potential Investment"). The level of the Potential Investment is subject, inter alia, to obtaining the Regulatory Approvals.

Due to the need to obtain the Regulatory Approvals, it is not anticipated that the conditions to the Potential Investment will be satisfied prior to the end of March 2024. ROX has therefore agreed, subject to a number of conditions, to enter into further convertible loan(s) with the Company on similar terms to the Loan ("Further Convertible Loans") in order to assist in meeting further working capital requirements of the Group in March 2024 and beyond (until completion of the Proposed Fundraise).

The Board is therefore asking shareholders to grant allotment authorities at the General Meeting ("Allotment Authorities") sufficient to allow the Company to implement any Further Convertible Loans and also carry out the Proposed Fundraise. In the event that ROX does not, for any reason, proceed with the Potential Investment and the Exclusivity Agreement is terminated, the Allotment Authorities will maximise the Company's ability to seek the funding it requires to meet its working capital requirements in March 2024 and going forwards from alternative sources as quickly as possible.

A hard copy form of proxy for the General Meeting ("Form of Proxy") has not been posted to shareholders. Instead and as detailed in the Circular, shareholders will be able to (i) vote electronically by accessing the shareholder portal at www.signalshares.com, (ii) may submit their vote electronically via LinkVote+ com ("LinkVote+"), (iii) in the case of shareholders who hold their existing shares in uncertificated form in CREST, use the CREST proxy voting service in accordance with the procedures set out in the CREST Manual or (iv) in the case of shareholders who are institutional investors, appoint a proxy electronically via the Proxymity platform (www.proxymity.io), a process which has been agreed by the Company and approved by the Company's registrars, Link Group. Furthermore, and as detailed in the Circular, a shareholder may request a hard copy proxy form directly from the Company's registrars, Link Group, by emailing shareholderenquiries@linkgroup.co.uk, calling on 0371 664 0300, or by post at Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

Appointment of a proxy electronically via www.signalshares.com, LinkVote+, Proxymity platform or the CREST proxy voting service or via completion of a hard copy Form of Proxy must be completed as soon as possible and in any event no later than 11:00 a.m. on 21 March 2024 (or, in the case of an adjournment of the General Meeting, not less than 48 hours before the time fixed for the holding of the adjourned General Meeting (at the discretion of the directors, excluding any part of a day that is not a working day).

The directors unanimously recommend that all shareholders vote in favour of the resolutions set out in the GM Notice at the General Meeting as they intend to do, or procure to be done, in respect of their own beneficial shareholdings, being, in aggregate, 40,390,736 Ordinary Shares, representing approximately 46.18 per cent. of the existing Ordinary Shares in issue in the capital of the Company.

A further general meeting of the Company will be required in order for shareholders to approve the Potential Investment by ROX if it would involve ROX acquiring an interest in Ordinary Shares which (taken together with any Ordinary Shares in which any person acting in concert with ROX is interested) carries 30% or more of the voting rights of the Company. Should a Rule 9 Waiver (as detailed in the Previous Announcement) be required, and the Takeover Panel permits, a further circular including, inter alia, a notice of general meeting ("Rule 9 Waiver Circular") will be sent to shareholders prior to completion of the Proposed Fundraise to obtain shareholder approval and the Proposed Fundraise will be conditional on that approval being obtained. The Circular is not a Rule 9 Waiver Circular.

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.