TIDMCSD
RNS Number : 3285R
ClearSpeed Technology plc
29 April 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, OR JAPAN
29 April 2009
ClearSpeed Technology plc
Proposed Return of Cash to Shareholders by Tender Offer
And Cancellation of Trading on AIM
ClearSpeed Technology plc ("ClearSpeed,"the Company" or "the Group", AIM CSD)
has posted a Circular to Shareholders, following the Group's statement made on
the 30 January 2009 that it intends to return cash to its Shareholders and
cancel trading on AIM.
The Circular sets out the terms of a Tender Offer to be made by KBC Peel Hunt
for 71.9% of the Company's issued Ordinary Share Capital and contains notice of
a General Meeting of Shareholders in order to approve certain resolutions
required to effect or otherwise in connection with the Tender Offer, including:
* the buy back by the Company of 71.9% per cent. of the Ordinary Share Capital at
15.25 pence per share;
* the Reduction of Share Capital and Cancellation of Reserves to effect the Tender
Offer;
* the cancellation of the admission of the Company's Ordinary Shares to trading
on AIM; and
* the Re-registration of ClearSpeed as a private limited company.
A copy of the Circular is available on the Company's website,
www.clearspeed.com.
The Company has also today announced its preliminary results for the year ended
31 December 2008, which are also available on the Company's website
(www.clearspeed.com).
Richard Farleigh, Chairman stated:
"To ensure that the Group can make the maximum return of cash to Shareholders,
we have significantly reduced costs but are retaining sufficient working capital
to enable Shareholders to benefit from the future prospects of the slimmed down
Group."
For further information please contact:
+--------------------------------------+----------------------------------+
| Richard Farleigh, Non-Executive | 01454 629 623 |
| Chairman | |
+--------------------------------------+----------------------------------+
| ClearSpeed Technology plc | |
+--------------------------------------+----------------------------------+
| | |
+--------------------------------------+----------------------------------+
| Richard Kauffer/Joanne Breeze | 020 7418 8900 |
+--------------------------------------+----------------------------------+
| KBC Peel Hunt, Nominated Adviser and | |
| Broker | |
+--------------------------------------+----------------------------------+
| | |
+--------------------------------------+----------------------------------+
| Adrian Duffield/Jon Davies | |
+--------------------------------------+----------------------------------+
| College Hill | 020 7457 2020 |
+--------------------------------------+----------------------------------+
Introduction
On 30 January 2009 the Directors announced their intention to return surplus
cash to Shareholders and cancel the admission of Ordinary Shares to trading on
AIM. The Board, together with its advisers, has been considering the Company's
current position and, as a result of such consideration, it is now proposed
that:
? KBC Peel Hunt should purchase Ordinary Shares at a price of 15.25 pence per
Ordinary
Share by way of a Tender Offer (which will then be purchased by the
Company and cancelled);
? the Company should effect a Reduction of Share Capital and a Cancellation of
Reserves so as to be
able to implement the Tender Offer;
? conditional on successful completion of the Tender Offer, the Company should
cancel the admission
of its Ordinary Shares to trading on AIM and re-register as a private
limited company.
The Tender Offer is being made available to all Qualifying Shareholders who are
on the Register at 5.00 p.m. on Wednesday 20 May 2009. Shareholders can decide
whether they want to tender any or all of their Ordinary Shares in the Tender
Offer.
The Company does not have the distributable reserves required to effect the
Tender Offer and therefore the offer is conditional on the Reductions being
approved by Shareholders and confirmed by the Court so that the necessary
distributable reserves are created. In addition, the other Proposals also
require the approval of Shareholders.
Following completion of the Tender Offer, for the reasons set out below, the
Board believes that it is in the best interest of the Company to cancel the
admission of the Ordinary Shares to trading on AIM and re-register the Company
as a private limited company.
Background to and reasons for the Proposals
Whilst the Board believes that the technology proposition remains sound, the
predominant risk and ClearSpeed's greatest challenge has been the timing of the
market adoption of acceleration technologies. The trend towards accelerators and
multi-core, parallel architectures continues, as evidenced by the roadmaps of
the major general purpose and graphics processor vendors. However, buyers remain
at the earliest stages of exploiting parallelisation through their applications.
Over the past few years, ClearSpeed has found it challenging to make the
transition from a developer of the technology to a commercially successful
business.
Despite some promising contract wins and product development, ClearSpeed's lack
of significant commercial progress has been a source of frustration for the
Board and Shareholders alike. The Group's results for the 12 months ended 31
December 2008 showed a reduction in overall sales to GBP0.5 million (2007:
GBP1.2 million), a cash position of GBP10.7 million (2007: GBP19.6 million) and
an operating loss of GBP11.8 million (2007: loss of GBP15.5 million). Since
flotation on AIM in 2004, the Company has continued to make a loss.
Against this background, the Board has spent significant time evaluating
different strategic alternatives for the Company. These deliberations have taken
into account the current and anticipated financial position of the Company, the
Company's progress towards the commercial success of its products, the current
and anticipated financial climate and the relative benefits of being a private
limited company compared to the ongoing costs of maintaining a listing on AIM.
The Board has also taken into account the views of the Company's institutional
Shareholders, as well as assessing the position of the Shareholders as a whole.
In particular, certain of the Company's institutional Shareholders have
explicitly expressed a desire for a return of all or a substantial portion of
the Company's available cash to Shareholders.
As a consequence, the Board has gone through a process of streamlining the
Company's business so as to significantly reduce costs allowing it to return the
maximum amount of cash to Qualifying Shareholders whilst retaining sufficient
working capital to allow, remaining Shareholders to benefit from the future
prospects of the re-focused Group.
Tender Offer
The Board considers that the Tender Offer:
? provides an opportunity for Qualifying Shareholders to tender their Ordinary
Shares prior to the De-
Listing and Re-registration;
? allows Qualifying Shareholders the opportunity to dispose of Ordinary Shares
in a tax efficient
manner, free of dealing costs and stamp duty (which will be borne by the
Company);
? gives Qualifying Shareholders the ability to tender all or some Ordinary
Shares held by them (but
subject in either case to scaling-back in the event that the Tender Offer
is over-subscribed) or to
tender none of their Ordinary Shares, depending on their own liquidity
requirements and their view of
the prospects of the Company going forward; and
? provides a return of cash now, compared to the alternative of solely being
exposed to the financial
risks of the ongoing operations of the Company, which could substantially
diminish, or even eliminate,
the remaining cash held by the Company following the Tender Offer.
The Tender Offer Price represents:
? a premium of 84.8 per cent. to the Closing Price of 8.25 pence per share on 29
January 2009, the last
Business Day prior to the Company's announcement disclosing the intended
return of cash to
Shareholders;
? a premium of 85.4 per cent. to the average Closing Price of 8.23 pence per
share over the one month
period prior to 29 January 2009, being the last Business Day prior to the
Company's announcement disclosing the intended return of cash to
Shareholders; and
? a premium of 35.6 per cent. to the Closing Price of 11.25 pence on 28 April
2009, being
the last Business Day prior to the publication of the Circular.
The Reductions
The Company does not currently have the distributable reserves required to
complete the Tender Offer. Therefore, in order to create the distributable
reserves required to enable the purchase of Ordinary Shares by the Company under
the Tender Offer, it is proposed that:
? the issued share capital of the Company should be reduced by cancelling
paid-up share capital to the
extent of 0.5 pence on each Ordinary Share in issue as at 5.00 pm on
Thursday 21 May 2009 and
reducing the nominal amount of each of these Ordinary Shares to 0.5
pence
? the amount standing to the credit of the share premium account of the Company
as at 5.00 pm on
21 May 2009, should be cancelled;
? the amount standing to the credit of the capital redemption reserve should
be cancelled; and
? each un-issued ordinary share of 1 penny each should be divided into 2
ordinary shares of 0.5 pence
each.
The number of Ordinary Shares held by Shareholders (and the number of votes of
each Shareholder) following the Tender Offer will not be affected by the
Reductions, but the nominal value of each Ordinary Share will be reduced from 1
penny to 0.5 pence per Ordinary Share.
The Reductions require both the approval of a special resolution of Shareholders
and the confirmation of the Court and will become effective (if so approved and
confirmed) upon the registration by the Registrar of Companies of the Court
order relating to the Reductions and the minute in respect of the Reduction of
Share Capital.
The Court is likely to require protection for the creditors (including
contingent creditors) of the Company whose debts remain outstanding at the
Effective Date, except in the case of creditors which have consented to the
Reductions. The Board reserves the right to abandon or discontinue (in whole or
in part) the application to the Court if the Board considers that the terms on
which the Reductions would be (or would be likely to be) confirmed by the Court
would not be in the best interests of the Company and the Shareholders as a
whole. The Directors have undertaken a thorough and extensive review of the
Company's liabilities (including contingent liabilities) and consider that the
Company will be able to satisfy the Court that, as at the Effective Date, the
Company's creditors will be sufficiently protected. Further details of these
liabilities are set out in the section headed "Contingent or potential
liabilities" below.
De-Listing
The Board has also concluded that it would be in the best interests of the
Company to cancel trading in the Company's shares on AIM. The Board believes
that the costs and regulatory requirements associated with maintaining the
Company's listing are a significant burden on the Company's financial resources.
These costs include fees paid to the Company's brokers and Registrars, annual
fees paid to the London Stock Exchange, costs relating to public announcements,
fees and expenses of Directors and fees and expenses of accountants and lawyers
engaged to provide services in connection with the Ordinary Shares being
admitted to AIM. In addition to the overheads involved in maintaining the
Company's listing:
? the Company has seen limited trading volume in Ordinary Shares, with an
average daily volume
of approximately 34,500 Shares over the last 3 months;
? the Board considers that the Company's size and share price increase the
difficulty of raising
any further equity capital; and
? given its relatively small size, ClearSpeed is unlikely to benefit from any
new institutional investors or
additional analyst interest in the secondary market.
Therefore, the Board believes that the costs of the Company's current listing
outweigh the benefits and that, accordingly, it would be in the best interests
of the Company and Shareholders as a whole if the Company's admission to trading
on AIM were cancelled. The Company will submit a notice to cancel the listing on
AIM shortly after the General Meeting (assuming that the relevant Resolution is
passed and the other conditions are satisfied).
The principal effects that the De-Listing would have on Shareholders are as
follows:
? there would no longer be a formal market mechanism enabling Shareholders to
trade their Ordinary
Shares through the market and the existing CREST facility will be
cancelled. Shareholders who
currently hold Ordinary Shares in uncertificated form will receive share
certificates in due course
following the De-Listing taking effect. Share transfers may still be
effected after the date of De-Listing
by depositing a duly executed and stamped stock transfer form together
with an appropriate share
certificate with the Company secretary at the registered office of the
Company. While the Ordinary
Shares will remain freely transferable, they may be more difficult to
sell compared to shares of
companies listed on AIM. It may also be more difficult for Shareholders
to determine the market
value of their stockholdings in the Company at any given time;
? the Company would not be bound to announce material events, nor to announce
interim or
final results;
? the Company would no longer be required to comply with many of the corporate
governance requirements applicable to UK-listed companies;
? the Company would no longer be subject to the Disclosure Rules and
Transparency Rules and
would therefore no longer be required to disclose major shareholdings in
the Company;
? the Company would no longer be subject to the AIM Rules. Shareholders would
therefore no longer
be afforded the protections given by the AIM Rules. Such protections
include the requirement to be
notified of certain events including, amongst other things, substantial
transactions (the size of which
results in a 10 per cent. threshold being reached under any one of the
class tests) and related party
transactions and the requirement to obtain shareholder approval for
reverse takeovers (the size of
which results in a 100 per cent. threshold being reached under any one of
the class tests) and
fundamental changes in the Company's business;
? the cancellation might have either positive or negative taxation consequences
for Shareholders;
? the Company would remain subject to English company law, which mandates
shareholder approval
for certain matters; and
? the Company would remain subject to the provisions of the Takeover Code for 10
years following De-
Listing.
The Company will continue to communicate information about the Company
(including annual accounts and other financial information) to its Shareholders.
Shareholders should be aware that if the De-Listing takes effect, they will at
that time cease to hold shares in a Company whose shares are admitted to trading
on AIM and the matters set out above will automatically apply to the Company
from the date of De-Listing.
Re-registration
Following the De-Listing, the Board believes that the requirements and
associated costs of the Company maintaining its public company status will be
difficult to justify and that the Company will benefit from the more flexible
requirements and lower costs associated with private limited company status. It
is therefore proposed to re-register the Company as a private limited company.
In connection with the Re-registration, it is proposed that consequential
amendments be made to the memorandum of association, as required by the Acts,
and that the New Articles be adopted, in each case to reflect the change in the
Company's status to a private limited company. The principal effects of the
Re-registration and the adoption of the New Articles on the rights and
obligations of Shareholders and the Company are summarised in Part 4 of the
Circular.
Application will be made to the Registrar of Companies for the Company to be
re-registered as a private limited company. Re-registration will take effect
when the Registrar of Companies issues a certificate of incorporation on
re-registration which is expected to be on 29 June 2009. The Registrar of
Companies will not issue the certificate of incorporation on re-registration
until the Registrar of Companies is satisfied that no valid application can be
made to cancel the resolution to re-register as a private limited company.
Accordingly, the expected date of the Re-registration may be subject to change.
Group Strategy
The management of ClearSpeed has implemented a number of significant changes in
recent months, rationalising the cost base and increasing the focus on
commercial success. Capitalising on the valuable experience since flotation, the
Company intends to continue its strategy of developing sales channels and funded
development partnerships with the aims of reducing its dependence on the
HPC acceleration market and exploiting the technology platform in high volume,
power constrained, embedded opportunities.
The Board members fully recognise and accept their obligations to maximise
shareholder value and to ensure there will be opportunities for Shareholders to
realise the value accrued in their Ordinary Shares. In the event that the
Company does not achieve its strategic goals within a relatively short period of
time following the implementation of the Proposals, then the Board will actively
pursue opportunities to provide liquidity including, where appropriate, further
returns of cash, a sale of the business or a members' voluntary liquidation.
Position of the Company following implementation of the Proposals
Shareholders will, conditional upon Shareholder approval and Court confirmation
become Shareholders in an unlisted private limited company, the value of which
is uncertain given a range of factors, including:
? the take- up of the Tender Offer;
? performance of the business;
? any cost incurred in respect of contingent or potential liabilities; and
? other liabilities which the Company may incur in the future.
The remaining assets within the Group are summarised below.
Cash and cash equivalents
After the Tender Offer, the Company is expected to have cash and cash
equivalents of approximately GBP3.2 million. This assumes the receipt by the
Company of a research and development tax credit of approximately GBP1 million,
together with certain other amounts due to the Company.
Contingent or potential liabilities
Of such GBP3.2 million cash and cash equivalents, the Company intends to retain
approximately GBP1.9 million in order to provide for certain contingent or
potential liabilities. These liabilities of the Company could arise from the
Company's activities in a number of areas, including the following:
? in 2007, the Company took on a lease in respect of Great Western Court, Hunts
Ground Road, Stoke Gifford, Bristol, BS34 8HP which lasts until 10 February
2014. In April 2009, ClearSpeed sold its interest in the residual term of the
lease to Experian Ltd. However, if Experian defaults during such residual term,
the Company will remain liable for the rentals and dilapidations obligations
under the lease and so the Company has provided for this possibility accordingly
and;
? in the years from 2004 to 2006, the Company was awarded an Exceptional
Research & Development Grant by the DTI (now called the Department for Business
Enterprise and Regulatory Reform). The cumulative amount of grant income
received was approximately GBP0.3 million. The terms of the grant are such that
it is repayable in full in the event that the Company fails to meet certain
conditions (which are not all within the control of the Company) during the
period ending in September 2011.
The Court may require the Company to retain additional amounts for the
protection of creditors or potential creditors of the Company. The Board
reserves the right to abandon or discontinue (in whole or in part) the
application to the Court for confirmation of the Reductions if it considers that
the terms on which the Reductions would be (or would be likely to be) confirmed
by the Court would not be in the best interests of the Company and the
Shareholders as a whole.
Working capital
The Company anticipates that it will require approximately GBP0.7 million for
working capital purposes for the next 12 months. The Company's existing cash
resources, together with the amounts expected to be received in respect of the
research and development tax credit referred to above, from other creditors and
upon the anticipated release of funds which will initially be retained to
provide for contingent or potential liabilities referred to above, are more than
sufficient to cover this cost. It is therefore expected that, based on current
circumstances, the amounts available to the Company will be sufficient to meet
the Company's working capital requirements for the next 12 months.
Inventories
As at 31 December 2008, the Company valued its stock at GBP258,000 being the
lower of cost or net realisable value.
Patents and trademarks
The Group has invested heavily in the protection of its intellectual property
and it has developed its technology investing, GBP2.2 million. The Company has
over 80 patents granted or pending. As at 31 December 2008 patents and
trademarks are stated at a cost of GBP211,000, reduced by a provision for
amortisation over the period of their expected useful lives of 20 years. The
Directors review the carrying value of all such assets for impairments when
events or changes in circumstances indicate the carrying value may be impaired.
Tax Losses
The Company had tax losses of GBP48 million as at 31 December 08. The Company
may be able to offset such losses against its tax liability in future years.
Valuation
The Board has valued the Company at approximately GBP2.7 million following the
Tender Offer. This
valuation is based on:
? the amount that the Board considers will be released from the funds set
aside for contingent and
potential liabilities (as described above);
? an amount of a research and development tax credit which the Board expects
to receive;
? cash and cash equivalents held by the Company for working capital
purposes; and
? certain other amounts that the Board expects to receive during 2009.
In valuing the Company, the Board has taken into account the risks associated
with each of the contingent or potential liabilities and the likelihood of
receiving expected sums. Due to the lack of certainty, the Board has not taken
into account any valuation or appraisal of the operational or financial
condition of the business, nor has it included the carrying value of the
inventories, intellectual property and tax losses in its valuation. As a result,
the value of an Ordinary Share immediately following the Tender Offer (assuming
the number of Ordinary Shares tendered is equal to or exceeds 45,245,901
Ordinary Shares available for cancellation) is approximately 15.25 pence per
Ordinary Share, calculated by dividing Board's valuation of the Company by the
17,706,792 Ordinary Shares that would remain in issue at that time (assuming the
allotment of the maximum number of Ordinary Shares to Optionholders as described
under the heading "Treatment of
Optionholders" in Part 1 of the Circular)
If the assumptions made by the Board prove too optimistic in valuing the
business, it is possible that
the actual value of ClearSpeed will be less than the implied value. Similarly if
the assumptions prove
too pessimistic the actual value of ClearSpeed may exceed the implied value.
The implied value is not a formal valuation and should not be relied upon as
such by any party and the
Board expressly disclaims any liability to any Shareholder or third party with
respect to the valuation.
The Board
As the Company will be an unlisted company, the Board considers that the
services of George Elliott as a Non-Executive Director will no longer be
appropriate. Therefore, George Elliott will resign as a Director when the
De-Listing takes effect. Richard Farleigh will remain as Non-Executive Chairman
and Russell David intends to continue leading the Company as Executive Director.
Directors' Intentions
Each Director who holds Ordinary Shares has confirmed to the Company that they
will be tendering all of their Ordinary Shares in the Tender Offer.
In order that Richard Farleigh does not become bound by the provisions of the
Takeover Code to make a mandatory cash offer for the entire issued share capital
of the Company, he has irrevocably undertaken to tender all of the Ordinary
Shares held by him in the Tender Offer. Richard currently holds 18,435,160
Ordinary Shares, representing approximately 29.4 per cent. of the existing
issued share capital of the Company.
Russell David, who holds 95,441 ordinary shares (representing approximately 0.2
per cent. of the Ordinary Share Capital), will tender all of his shares. George
Elliott, Non Executive director does not hold any shares in the Company.
Recommendation
The Directors consider that the Proposals are in the best interests of the
Company and the Shareholders as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of the Resolutions as they intend to
do in respect of the 18,530,601 Ordinary Shares currently beneficially owned or
controlled by them in aggregate, which represent approximately 29.6 per cent. of
the existing issued share capital of the Company.
The Directors are making no recommendation to Qualifying Shareholders in
relation to participation in the Tender Offer itself. Whether or not
Shareholders decide to tender their Ordinary Shares will depend, amongst other
things, on their own individual circumstances (including their own tax
position), as well as their assessment of the value of the Tender Offer Price
and the future prospects of the Company. Shareholders are recommended to consult
their duly authorised independent advisers in making their own decision.
EXPECTED TIMETABLE OF EVENTS
+----------------------------------------------------+--------------------------+
| Tender Offer opens | Tuesday 28 April |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Latest time and date for receipt of Tender Forms | 1.00 p.m. on Wednesday |
| and TTE instructions from CREST in relation to | 20 May |
| Tender Offer | |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Record Date | 5.00 p.m. on Wednesday |
| | 20 May |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Announcement of the results of the Tender Offer | Thursday 21 May |
| (subject to the Court confirming the Reductions) | |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Latest time and date for receipt of Form of Proxy | 10.00 a.m. Tuesday 19 |
| for General Meeting | May |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| General Meeting | 10.00 a.m. on Thursday |
| | 21 May |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Court hearing to confirm Reductions | Wednesday 24 June |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Effective Date for the Reductions | Thursday 25 June |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Completion of the purchase of the Ordinary Shares | Friday 26 June |
| pursuant to the Tender Offer | |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Cheques issued/CREST accounts credited for Tender | Friday 26 June |
| Offer proceeds in respect of Ordinary Shares sold | |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| CREST accounts credited/share certificates issued | Friday 26 June |
| for revised holdings of Ordinary Shares following | |
| the sale of Ordinary Shares under the Tender Offer | |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| De-Listing | Monday 29 June |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Despatch of certificates in respect of New | Monday 29 June |
| Ordinary Shares | |
+----------------------------------------------------+--------------------------+
| | |
+----------------------------------------------------+--------------------------+
| Re-registration of ClearSpeed as a private limited | Monday 29 June |
| company* | |
+----------------------------------------------------+--------------------------+
*Re-registration will take effect when the Registrar of Companies issues a
certificate of incorporation on re-registration, which will not take place until
it is satisfied that no valid application can be made to cancel the Resolution
approving the Reregistration. Accordingly, the date of Re-registration may be
subject to change.
Definitions
+----------------------------+--------+--------------------------------------------+
| "AIM" | AIM, a market operated by the London Stock Exchange |
| | plc |
| | |
+----------------------------+-----------------------------------------------------+
| "AIM Rules " | the AIM rules for companies published by the London |
| | Stock |
| | Exchange plc from time to time |
| | |
+----------------------------+-----------------------------------------------------+
| "Board" or "Directors" | the directors of the ClearSpeed Plc |
| | |
+----------------------------+-----------------------------------------------------+
| "Business Day" | any day on which banks are generally open in |
| | England and Wales for the transaction of business, |
| | other than a Saturday, Sunday or public holiday |
| | |
+----------------------------+-----------------------------------------------------+
| "Cancellation of Reserves" | the proposed cancellation of the amounts standing |
| | to the credit of the Company's share premium |
| | account and the Company's capital redemption |
| | reserve |
| | |
+----------------------------+-----------------------------------------------------+
| "certificated" or "in | where a security is not held in uncertificated form |
| certificated form" | (i.e. not recorded on the Register as being held in |
| | uncertificated form in CREST) |
| | |
+----------------------------+-----------------------------------------------------+
| "Circular" | the circular to Shareholders dated 28 April 2009 |
| | containing the Notice |
| | |
+----------------------------+-----------------------------------------------------+
| "Closing Price" | means middle market closing price of an Ordinary |
| | Share as derived from the AIM supplement to the |
| | Daily Official List |
| | |
+----------------------------+-----------------------------------------------------+
| "Company" or "ClearSpeed " | ClearSpeed Technology plc |
| | |
+----------------------------+-----------------------------------------------------+
| "Court" | the High Court of Justice in England and Wales |
+----------------------------+-----------------------------------------------------+
| "Court Hearing" | the hearing of the Court to confirm the Reductions |
+----------------------------+-----------------------------------------------------+
| "CREST" | the relevant system (as defined in the CREST |
| | Regulations) in respect of which Euroclear is the |
| | Operator (as defined in the CREST Regulations) |
| | |
+----------------------------+-----------------------------------------------------+
| "De-Listing" | the cancellation of admission of the Ordinary |
| | Shares to trading on AIM |
| | |
+----------------------------+-----------------------------------------------------+
| "Effective Date" | the date (if any) on which the Court order relating |
| | to Reductions and the minute in respect of |
| | Reduction of Share Capital have both been |
| | registered by the Registrar of Companies |
| | |
+----------------------------+-----------------------------------------------------+
| "Euroclear" | Euroclear UK & Ireland Limited |
| | |
+----------------------------+-----------------------------------------------------+
| "Form of Proxy" | the form of proxy accompanying the Circular for |
| | use at the General Meeting |
| | |
+----------------------------+-----------------------------------------------------+
| "General Meeting" | the General Meeting of the Company convened for |
| | 10.00 a.m. on Thursday 21 May 2009 by the Notice |
| | and any adjournment thereof |
| | |
+----------------------------+-----------------------------------------------------+
| "Group" | ClearSpeed and its subsidiaries |
| | |
+----------------------------+-----------------------------------------------------+
| "KBC Peel Hunt " | KBC Peel Hunt Ltd |
| | |
+----------------------------+-----------------------------------------------------+
| "New Artcles" | the new articles of association of the Company, |
| | proposed to be adopted pursuant to resolution 3 of |
| | the Resolutions |
+----------------------------+-----------------------------------------------------+
| "Notice" | the notice of the General Meeting which is set out |
| | at the end of the Circular |
| | |
+----------------------------+-----------------------------------------------------+
| "Optionholders" | Those who hold options to acquire Ordinary Shares |
| | |
+----------------------------+-----------------------------------------------------+
| "Ordinary Share Capital" | existing issued ordinary shares in the capital of |
| or "Ordinary Shares" | the Company having a nominal value of 1 penny each |
| | (or 0.5 pence each assuming that the Reduction of |
| | Share Capital takes effect) |
| | |
+----------------------------+-----------------------------------------------------+
| "Proposals" | the Tender Offer, Reductions, De-Listing and |
| | Re-registration and adoption of the New Articles |
| | |
+----------------------------+-----------------------------------------------------+
| "Qualifying Shareholders" | Shareholders who are entitled to participate in the |
| | Tender Offer, being Shareholders on the Register at |
| | the Record Date who are not Restricted Shareholders |
| | |
+----------------------------+-----------------------------------------------------+
| "Record Date" | the record date for the General Meeting and the |
| | Tender Offer, expected to be 5.00 p.m. on Wednesday |
| | 20 May 2009 |
| | |
+----------------------------+-----------------------------------------------------+
| "Reduction of Share | the proposed reduction of the Company's share |
| Capital" | capital, as more particularly described in Part 1 |
| | of the Circular |
| | |
+----------------------------+-----------------------------------------------------+
| "Reductions" | the Reduction of Share Capital and the Cancellation |
| | of Reserves |
| | |
+----------------------------+-----------------------------------------------------+
| "Register" | the register of members of the Company |
| | |
+-------------------------------------+--------------------------------------------+
| "Registrar" or "Receiving Agent" | Computershare Investor Services PLC of |
| | Corporate Actions Projects, Bristol BS99 |
| | 6AH |
| | |
+-------------------------------------+--------------------------------------------+
| "Re-registration" | the re-registration of ClearSpeed as a |
| | private limited company and the |
| | consequential amendment of the Company's |
| | memorandum of association and adoption of |
| | the New Articles required due to the |
| | change in the Company's status to a |
| | private limited company |
| | |
+-------------------------------------+--------------------------------------------+
| "Resolutions" | the resolutions set out in the Notice |
| | |
+-------------------------------------+--------------------------------------------+
| "Shareholders" | holders of Ordinary Shares |
| | |
+-------------------------------------+--------------------------------------------+
| "tender" and "tendered" | refers to the tenders by Shareholders of |
| | Ordinary Shares pursuant to the Tender |
| | Offer |
| | |
+-------------------------------------+--------------------------------------------+
| "Tender Form" | the form of tender enclosed with the |
| | Circular for use in respect of Ordinary |
| | Shares held in certificated form |
| | |
+-------------------------------------+--------------------------------------------+
| "Tender Offer" | the invitation by KBC Peel Hunt to |
| | Qualifying Shareholders to tender Ordinary |
| | Shares for sale to KBC Peel Hunt on the |
| | terms and subject to the conditions set |
| | out in the Circular and also, in the case |
| | of certificated Ordinary Shares only, in |
| | the Tender Form |
| | |
+-------------------------------------+--------------------------------------------+
| "Tender Offer Price" | the price of 15.25 pence per Ordinary |
| | Share, being the price at which KBC Peel |
| | Hunt is to purchase Ordinary Shares under |
| | the Tender Offer |
| | |
+-------------------------------------+--------------------------------------------+
| "TTE instruction" | a transfer to escrow instruction (as |
| | defined by the CREST manual issued by |
| | Euroclear) |
+----------------------------+--------+--------------------------------------------+
This announcement does not constitute an invitation to purchase any securities
or the solicitation of any vote in any jurisdiction. The full terms and
conditions of the Tender Offer will be set out in the Circular. Shareholders of
the Company are advised to read the Circular and Tender Form carefully.
The Tender Offer is not being made, directly or indirectly, in the United
States, Canada, Australia, New Zealand, South Africa, or Japan and neither this
announcement, the Circular nor the Tender Form may be distributed or sent in or
into or from the United States, Canada, Australia, New Zealand, South Africa, or
Japan and doing so may render invalid any purported tender.
KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Company and no one else in
connection with the Tender Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to customers of KBC Peel
Hunt or for giving advice in relation to the Tender Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENUWSWRKBRSUAR
Clearspeed Technology (LSE:CSD)
過去 株価チャート
から 12 2024 まで 1 2025
Clearspeed Technology (LSE:CSD)
過去 株価チャート
から 1 2024 まで 1 2025
