CEVA Group Plc
March 8, 2017
To the beneficial owners (or persons who are considering becoming beneficial owners), or duly authorized representatives acting on behalf of beneficial owners (or on behalf of persons who are considering becoming beneficial owners), of the 4.00% First Lien Senior Secured Notes due 2018 (the “Notes”) issued by CEVA Group Plc (“CEVA” or the “Company”).
CEVA is considering making a proposal to holders of the Notes and is asking beneficial owners (or persons who are considering becoming beneficial owners) of the Notes to state whether they are either:
(i) who (i) is a “U.S. person”, as defined in Rule 902 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and set forth in Annex A hereto, (ii) (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act and set forth in Annex B hereto) or (y) is an institutional “accredited investor” within the meaning of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act and set forth in Annex C hereto and (iii) qualifies as an eligible holder in any state or states identified in Annex D hereto in which they are resident, as described in Annex D hereto; or
(ii) (i) is not a “U.S. person” (as defined in Rule 902 under the Securities Act) and (ii) is also a “non-U.S. qualified offeree” (as defined in Annex E hereto), in reliance on Regulation S of the Securities Act.