Hoofddorp, the Netherlands, 19 March, 2018 – CEVA Group Plc (“CEVA” or the “Company”) announced today that it has successfully completed its offering of $50 million, in aggregate principal amount of 9.0% First Lien Senior Secured Notes due 2020 (the “New Notes”), reflecting an upsize of $10 million to the $40 million offering launched on 12 March, 2018, in a private offering. The New Notes were issued as additional notes under an indenture, dated as of April 7, 2017, pursuant to which CEVA had already issued approximately $382 million aggregate principal amount of 9.0% First Lien Senior Secured Notes due 2020 (the “Existing Notes”). CEVA expects to use the net proceeds from the issuance of the New Notes to repay the outstanding $39 million aggregate principal amount of its 4.0% senior notes due 1 May, 2018 and the balance for its general corporate purposes.
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The New Notes were issued only to persons who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act).
This announcement is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. The offering of the New Notes was not made to potential purchasers in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. As regards the United Kingdom, this announcement, and any other material related thereto, is being distributed for information purposes only and its distribution is not, nor is it intended to be, a communication of an invitation or inducement to engage in investment activity. Without prejudice to the foregoing, this announcement and other material are directed only at persons who: (i) fall within the definition of investment professional under article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); or (ii) are high net-worth entities and other persons falling within article 49(2)(a) to (e) of the Financial Promotion Order; or (iii) are persons falling within article 43 of the Financial Promotion Order; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended)) in connection with the issue or sale of any New Notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.