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CEVA Group Plc (The "Issuer")

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CEVA Group Plc (The Listing Particulars 21 February 2012 CEVA Group Plc (the "Issuer") U.S.$ 325,000,000 8⅜% Senior Secured Notes due 2017 (the "New First Lien Senior Secured Notes") (to be consolidated with the Existing First Lien Senior Secured Notes (as defined below)) and U.S.$ 619,716,000 12¾% Senior Notes due 2020 (the "New Senior Unsecured Notes" and together with the New First Lien Senior Secured Notes, the "Notes") This supplement (the "Supplement"), together with the offering circular dated 27 January 2012, which was prepared in connection with the offer of the Notes which is attached as the Annex hereto (the "Offering Circular"), including any documents incorporated by reference in the Offering Circular, constitutes the listing particulars (the "Listing Particulars") in respect of the Notes, to be approved by the Irish Stock Exchange for the purposes of the application to admit the Notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange. Notwithstanding any statements to the contrary in the Offering Circular, the Listing Particulars is a public document. 3 The New First Lien Senior Secured Notes are to be consolidated and form a single series with the U.S.$ 450,000,000 8 /8% Senior Secured Notes due 2017 issued under the indenture dated 14 December 2010 (the "Existing First Lien Senior Secured Notes") subject as provided on the front page of the Offering Circular. Application has been made to the Irish Stock Exchange for the approval of this document as Listing Particulars. Application has been made for the Notes to be admitted to the Official List and to trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. In the event that there is any inconsistency between (a) a statement in the Offering Circular and (b) a statement in the Supplement, the statement in (b) shall prevail. Save as disclosed in these Listing Particulars, there has been no material adverse change in the prospects of the Issuer since 31 December 2010 and there has been no significant change in the financial or trading position of the Issuer since 30 September 2011. Save as disclosed in these Listing Particulars and in particular in the section entitled "Business – Litigation and Legal Proceedings" on pages 82 to 84 of the Offering Circular, the Issuer has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during a period covering at least the previous 12 months, which may have, or have had in the recent past, significant effects on the Issuer's financial position or profitability. Investors can access in physical form and during the life of the Notes the Indenture, the Memorandum and Articles of Association of the Issuer, the historical audited financial statements of the Issuer for the years ending 31 December 2010 and 31 December 2009 and any other documents referred to within these Listing Particulars at the offices of the Trustee, located at One Canada Square, London E14 5AL, United Kingdom. The Issuer accepts responsibility for the information contained in these Listing Particulars and confirms that, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in connection with the Notes and is not itself seeking admission to trading of the Notes to the Global Exchange Market of the Irish Stock Exchange for the purposes of the Global Exchange Market Rules. In respect of the New First Lien Senior Secured Notes: (i) issued pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act") the ISIN is US125182AC92 and the CUSIP is 125182AC9; and (ii) issued pursuant to Regulation S under the Securities Act, the ISIN is USG2028CAL49 and the CUSIP is G2028CAL4, subject as provided on the front page of the Offering Circular. In respect of the New Senior Unsecured Notes, (i) issued pursuant to Rule 144A under the Securities Act, the ISIN is US125182AE58 and the CUSIP is 125182AE5; and (ii) issued pursuant to Regulation S under the Securities Act, the ISIN is USG2028CAM22 and the CUSIP is G2028CAM2. i INVESTING IN THE NOTES INVOLVES SUBSTANTIAL RISKS. SEE RISK FACTORS ON PAGES 28 TO 54 OF THE OFFERING CIRCULAR. ii ANNEX OFFERING CIRCULAR iii CONFIDENTIAL OFFERING CIRCULAR $325,000,000 8⅜% Senior Secured Notes due 2017 $475,000,000 12¾% Senior Notes due 2020 CEVA Group Plc (the “Issuer”) is offering $325,000,000 in aggregate principal amount of 8⅜% Senior Secured Notes due 2017 (the “New First Lien Senior Secured Notes”) and $475,000,000 in aggregate principal amount of 12¾% Senior Notes due 2020 (the “New Senior Unsecured Notes” and together with the New First Lien Senior Secured Notes, the “notes”). We intend to use the net proceeds of the offering, together with cash on hand, to repay certain indebtedness, with the balance (if any) to be used for general corporate purposes. In addition to the New Senior Unsecured Notes offered hereby, the Issuer is issuing approximately $145 million in aggregate principal amount of New Senior Unsecured Notes to investment funds affiliated with Apollo Global Management LLC in exchange for existing debt of the Issuer held by them as part of the Concurrent Transactions (as defined herein), subject to adjustments. The New Senior Unsecured Notes offered hereby and the New Senior Unsecured Notes issued in the Concurrent Transactions will be issued under the same indenture, will be treated as a single class for all purposes under the indenture relating to the New Senior Unsecured Notes and will be fungible. The New First Lien Senior Secured Notes The New First Lien Senior Secured Notes offered hereby are being issued as additional 8⅜% Senior Secured Notes due 2017 under the indenture dated as of December 14, 2010. There are $450,000,000 aggregate principal amount of 8⅜% Senior Secured Notes due 2017 already outstanding under that indenture (the “Existing First Lien Senior Secured Notes”). The New First Lien Senior Secured Notes offered hereby will be issued under the indenture governing the Existing First Lien Senior Secured Notes, will be treated as a single class together with the Existing First Lien Senior Secured Notes for all purposes under such indenture, including, without limitation, waivers, amendments, redemptions, offers to purchase and collateral matters, and will be fungible with the Existing First Lien Senior Secured Notes (except that the New First Lien Senior Secured Notes to be issued pursuant to Regulation S will trade separately under different CUSIP/ISIN numbers until 40 days after the issue date, but thereafter any such holders may transfer their then existing New First Lien Senior Secured Notes issued pursuant to Regulation S into the same CUSIP/ISIN numbers as the Existing First Lien Senior Secured Notes issued pursuant to Regulation S). The New First Lien Senior Secured Notes will mature on December 1, 2017. The Issuer will pay interest on the New First Lien Senior Secured Notes on each March 1 and September 1, and at maturity. The first interest payment shall be March 1, 2012 and interest will accrue from September 1, 2011. The New First Lien Senior Secured Notes will be guaranteed by each of the Issuer’s subsidiaries that guarantees the Issuer’s Existing First Lien Senior Secured Notes and Senior Secured Facilities (as defined herein). The New First Lien Senior Secured Notes will be senior obligations of the Issuer and will be senior obligations of the guarantors secured by a lien that is pari passu with the liens granted to secure our Existing First Lien Senior Secured Notes and Senior Secured Facilities, subject to certain exceptions and permitted liens, on certain of our and the guarantors’ existing and future assets as described in this offering circular. The New First Lien Senior Secured Notes will be effectively senior to all junior secured debt and to all unsecured debt to the extent of the collateral securing the New First Lien Senior Secured Notes. The Issuer may redeem some or all of the New First Lien Senior Secured Notes at any time on or after December 1, 2013, at the redemption prices set forth in this offering circular. In addition, the Issuer may redeem up to 40% of the aggregate principal amount of the New First Lien Senior Secured Notes on or prior to December 1, 2013, with the net proceeds from certain equity offerings at a redemption price of 108.375% of their principal amount, plus accrued and unpaid interest, if any. Prior to December 1, 2013, the Issuer may redeem some or all of the New First Lien Senior Secured Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus the “make-whole” premium set forth in this offering circular. In addition, during any twelve-month period prior to December 1, 2013, we may redeem in the aggregate up to 10% of the aggregate principal amount of the New First Lien Senior Secured Notes at a price equal to 105% of the aggregate principal amount of the New First Lien Senior Secured Notes redeemed, plus accrued and unpaid interest, if any. The New Senior Unsecured Notes The New Senior Unsecured Notes will mature on March 31, 2020.
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