RNS Number:1744U
ClearSpeed Technology plc
02 April 2007
Not for release, publication or distribution in or into the United States,
Australia, Canada or Japan.
This release is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended. The issuer of the shares has not registered, and does not intend to
register, any portion of the offering in the United States and does not intend
to conduct a public offering of its securities in the United States
ClearSpeed Technology plc
Proposed placing
and
Notice of EGM
Highlights
ClearSpeed Technology plc ("ClearSpeed" or the "Company", AIM: CSD), a leader in
high-performance co-processors for supercomputing applications, announces its
intention to raise up to #20 million by way of a placing.
The Company has also today announced its Preliminary results for the year to 31
December 2006, reporting a 343% increase in revenues following the successful
delivery of 360 AdvanceTM Boards to the Tokyo Institute of Technology (see
separate statement).
The proceeds from the Placing will be used to augment the Company's working
capital, enabling management to convert a number of opportunities into
commercial contracts. Specifically, funds raised will be used for the following:
o to increase production and finance the associated sales and marketing costs;
o to fund the Company's next generation co-processor; and
o to strengthen the Company's balance sheet, which will also give confidence
to its existing and prospective clients.
A circular is expected to be posted to shareholders later today, which will
include a Notice of EGM to be held at 11.00 a.m. on 26 April 2007. Subject,
inter alia, to the passing of the EGM Resolution, Admission and dealings in the
Placing Shares are expected to commence on AIM on 27 April 2007.
Certain definitions apply throughout this announcement and your attention is
drawn to the table at the end of this announcement where these definitions are
set out in full.
Tom Beese, ClearSpeed CEO commented:
"ClearSpeed had a breakthrough year in 2006, continuing its evolution from an R&
D company to a successful commercial enterprise with a revolutionary product and
rapidly growing sales. The funds raised from this placing will help us develop
our next-generation product and deliver commercial sales in volume markets such
as the global financial services industry."
2 April 2007
Enquiries:
ClearSpeed Technology plc 0117 317 2000
Tom Beese, Chief Executive Officer
Paul Webb, Chief Financial Officer
KBC Peel Hunt 020 7418 8900
Oliver Scott/Richard Kauffer
College Hill 020 7457 2020
Carl Franklin / Ben Way
About ClearSpeed Technology
ClearSpeed Technology designs high-performance accelerators that work alongside
conventional computer processors (CPUs) in some of the world's most demanding
applications. ClearSpeed's advanced technologies offer significantly higher
computing speeds than the most powerful CPUs, but use far less electrical power.
Based in Bristol and San Jose, the company has more than 90 patents granted or
pending and its products include computer chips, boards, software tools,
applications and support.
Introduction
ClearSpeed today announced a conditional placing of, in aggregate, up to
20,000,000 new Ordinary Shares at a price of 100 pence per share. Once completed
and assuming full subscription under the Placing and the Employee Offer, the
proceeds available for the Company will raise approximately #19.4 million (net
of expenses) for the Company. The Company has also today announced its
preliminary results for the year ended 31 December 2006. It is expected that a
copy of the Annual Report and Accounts will be forwarded to Shareholders by 23
April 2007.
ClearSpeed requires the proceeds from the Placing in order to finance fully its
marketing and research programmes, which the Directors believe are justified by
the substantial commercial progress that the Company has achieved to date.
Without these additional funds, ClearSpeed's investment in both areas would have
to be curtailed which the Board feels would adversely affect the Company's
ability to capitalise on its technological advantage.
The Placing Shares will be placed with institutional and other investors as well
as Directors. Dealings in these Placing Shares are expected to commence on AIM
at 8.00 a.m. on 27 April 2007. The Placing Shares, assuming full subscription
under the Placing and Employee Offer, are equivalent to approximately 46.97 per
cent. of the Company's existing issued share capital and will, when issued,
represent approximately 31.91 per cent. of the Enlarged Share Capital.
The Company intends to offer up to 100,000 new Ordinary Shares at the Placing
Price to employees of the Group. The results of the take-up of this offer by
employees will be announced on 24 April 2007.
Due to the size of the Placing, the Board is required to obtain shareholder
approval to disapply statutory pre-emption rights contained in section 89 of the
Companies Act 1985.
The purpose of this announcement is to explain the background to and reasons for
the Placing and the Employee Offer, and why the Directors believe that the
Placing proceeds are essential to ensure the continued development of the
Company.
Background to and Reasons for the Placing
ClearSpeed designs high-performance computer chips known as co-processors that
dramatically improve computational speed. ClearSpeed's AdvanceTM Accelerator
Boards sit alongside conventional computer processors and take over the
calculation of complex mathematics. At the heart of each board are two CSX600
co-processors, each of which has 96 processing cores that work in parallel to
perform up to 37.5 billion high-precision calculations every second (37.5
GFLOPS). Not only are ClearSpeed chips faster than ordinary processors, their
innovative design is also very energy efficient, with a single CSX600 typically
drawing just ten watts.
During 2006 ClearSpeed demonstrated its transition from a R&D company with a
radical design to a commercial enterprise with a revolutionary product and
rapidly growing sales when it successfully delivered and implemented 360 Advance
TM Boards for the Tokyo Institute of Technology.
The results achieved by the Company in Tokyo were considerable. Without the
acceleration provided by ClearSpeed's AdvanceTM Boards, the Tokyo system
achieved a computing speed of 38.2 teraFLOPS. When the AdvanceTM Boards were
switched on, the speed of the Tokyo system increased by 24 per cent. to 47.4
teraFLOPS, making it the ninth-fastest supercomputer in the world. More
importantly, this increase in performance was achieved with very little increase
in power consumption or requirement for cooling, and no increase in space,
these being three of the most limiting factors in high-performance computing.
The delivery of the contract with the Tokyo Institute of Technology and Sun
Microsystems resulted in a 343% increase in revenues to #1,946,000 in the year
ended 31 December 2006. Operating expenses during the year rose from #7,614,000
to #12,845,000, reflecting mainly the expansion of sales and marketing
functions. Despite this increase, the Board was able to maintain a tight
control of expenditure and, as a result, ClearSpeed ended the year with higher
than expected cash of #11,755,000 (2005: #22,232,000).
Having proved the deliverable benefits of the ClearSpeed technology in the field
of "academic" computing, the Company is looking to build volume sales in more
commercial markets and particularly the financial services sector. In December,
ClearSpeed launched its first AdvanceTM Board solutions for the financial
services industry, alongside channel partners IBM and AMD. The response received
has been very encouraging and the Company is now engaging with several major
financial institutions. Furthermore, the ClearSpeed product development team is
busy developing the Company's next generation co-processor, which will offer the
same processing speeds as the AdvanceTM Board but at even lower power
consumption.
The Directors believe that, in order to capitalise on the substantial progress
that ClearSpeed has made over the past two years, the Company needs to implement
a fully funded marketing plan to enter new commercial markets and build sales of
its first product, the AdvanceTM Board. At the same time, ClearSpeed needs to
continue investing further in the research, development and protection of its
intellectual property in order to maintain its technological advantage.
The proceeds from the Placing are required in order to finance these twin
requirements of comprehensive marketing and research programmes. Without these
additional funds, ClearSpeed's investment in both areas would have to be
curtailed which the Directors believe would adversely affect the Company's
ability to capitalize on its technological advantage.
The proceeds from the Placing will be used to augment the Group's working
capital to enable management to convert a number of opportunities into
commercial contracts. Specifically, the funds raised from the Placing will be
used for the following purposes:
o to increase production and finance the associated sales and marketing costs
which are expected to total approximately #6 million;
o approximately #6 million is anticipated to be used to fund the Company's next
generation co-processor; and
o the balance of #8 million will be used to strengthen the Group's balance
sheet, augment its working capital facilities and also give additional
confidence to the Group's existing and prospective clients.
Details of the Placing
The Company is proposing to raise in total approximately #20 million (before
expenses) by means of the Placing. Pursuant to the terms of the Placing
Agreement, KBC Peel Hunt and Collins Stewart, as agents for ClearSpeed, have
agreed conditionally to use reasonable endeavours to place the Placing Shares
with investors procured by them. As part of the Placing, the Directors will in
aggregate be subscribing for 132,500 Placing Shares under the terms of the
Placing.
Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. The Placing Shares are expected to be admitted to
AIM and to commence trading at 08.00 a.m. on 27 April 2007.
The Placing is being made on a non pre-emptive basis as the time and costs
associated with a pre-emptive offer are considered by the Directors to be
excessive. The making of a pre-emptive offer would require the production of a
prospectus which would have to comply with the Prospectus Rules and be
pre-vetted and approved by the FSA.
The Placing price of 100 pence per Placing Share represents a discount of
approximately 22.8 per cent below the closing middle market price of 129.5 pence
per Ordinary Share on 30 March 2007 being the day before announcement of the
Placing, which the Directors consider to be fair and reasonable given the size
of the Placing.
Interests of Directors following the Placing
Immediately following the Placing, the Directors' interests in the Company will
be as follows:
Director Number of Placing Shares Interest in Enlarged Share the % interest in the
Capital Enlarged Share Capital*
David Sebire 5,000 17,389 0.03
Tom Beese 50,000 353,644 0.56
Paul Webb 2,500 7,378 0.01
Stephen McKinnon 10,000 10,000 0.02
Richard Farleigh 50,000 8,083,045 14.49
John Hart 5,000 38,763 0.06
Shanker Trivedi 10,000 14,878 0.02
Note: In addition to the above, the Directors are deemed to be interested in
4,476,225 Ordinary Shares held by the ClearSpeed Technology Employee Benefit
Trust
* assuming full subscription (i) of the Placing Shares and (ii) under the
Employee Offer
Employee Offer
In the opinion of the Board, the interests of the Group's employees should be
aligned, so far as possible, with those of the Shareholders. As a result the
Board has set aside a total of 100,000 new Ordinary Shares which will be offered
to ClearSpeed employees at the Placing Price. Application will be made for any
new Ordinary Shares to be issued under the Employee Offer to be admitted to AIM
and dealings in any new Ordinary Shares subscribed by employees are expected to
commence on AIM at 8.00 a.m. on 27 April 2007.
Current trading and prospects
In 2006, ClearSpeed successfully began the transition from technology
development to a commercially-successful business. It delivered its first major
contract and in doing so, it showed the market the great potential of its
AdvanceTM products in the worlds of corporate and high-performance computing.
ClearSpeed's success in Tokyo has generated considerable interest from
institutions in the US and Japan and the Group's first venture into commercial
volume markets is being received with enthusiasm. The Board believes that
ClearSpeed Technology is in a strong position to build on its early success.
Extraordinary General Meeting
A circular will be posted today to Shareholders giving notice of an
Extraordinary General Meeting of the Company to be held on 26 April 2007 to
increase the authorised share capital of the Company, approve inter alia the
allotment of the Placing Shares and to disapply statutory pre-emption rights in
connection with the Placing.
Circular
Copies of the circular incorporating the notice convening the EGM will be
available for collection from the offices of KBC Peel Hunt Ltd, 111 Old Broad
Street, London EC2N 1PH for a period of one month from the date of this
announcement. The circular will also be available on the Company's website at
www.clearspeed.com.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
For KBC Placees only - Important Information
1. Eligible Participants
This Appendix, including the terms and conditions of the Placing set out below,
is directed only at persons who are FSMA Qualified Investors.
In this Appendix "you" or "KBC Placee" means any person who is or becomes
committed to subscribe for Placing Shares under the Placing pursuant to a
commitment given to KBC Peel Hunt acting as agent for the Company.
Members of the public are not eligible to take part in the Placing.
2. Overseas jurisdictions
The distribution of this announcement and the Placing and/or issue of ordinary
shares in certain other jurisdictions may be restricted by law. No action has
been taken by the Company or KBC Peel Hunt that would permit an offer of
ordinary shares or possession or distribution of this announcement or any other
offering or publicity material relating to such ordinary shares in any
jurisdiction where action for that purpose is required. FSMA Qualified
Investors who seek to participate in the Placing must inform themselves about
and observe any such restrictions. In particular, this announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
subscribe for ordinary shares in the capital of the Company in the United
States, Canada, Japan or Australia or in any other jurisdiction in which such
offer or solicitation is or would be unlawful. The Placing Shares have not been
and will not be registered under the US Securities Act or under the securities
laws of any State or other jurisdiction of the United States, and, subject to
certain exceptions, may not be offered or sold, resold or delivered, directly or
indirectly in or into the United States, or to, or for the account or benefit
of, any US persons (as defined in Regulation S under the US Securities Act). No
public offering of the Placing Shares is being made in the United States. No
money, securities or other consideration from any person inside the United
States is being solicited pursuant to this announcement or the Placing.
3. Placing
This Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Placing.
KBC Peel Hunt and Collins Stewart will arrange the Placing as agent for and on
behalf of the Company. KBC Peel Hunt will determine in its absolute discretion
the extent of each KBC Placee's participation in the Placing, which will not
necessarily be the same for each KBC Placee or any other Placee. No commissions
will be paid to or by KBC Placees in respect of their agreement to subscribe for
any Placing Shares.
Each KBC Placee will be required to pay to KBC Peel Hunt, on the Company's
behalf, the Placing Price as the subscription sum for each Placing Share agreed
to be subscribed by it under the Placing in accordance with the terms set out in
this Appendix. Each KBC Placee's obligation to subscribe and pay for Placing
Shares under the Placing will be owed to each of the Company and KBC Peel Hunt.
Each KBC Placee will be deemed to have read this announcement in its entirety.
To the fullest extent permitted by law and applicable FSA rules, neither KBC
Peel Hunt nor any other KBC Person shall have any liability to KBC Placees or to
any person other than the Company in respect of the Placing.
4. Participation and settlement
Participation in the Placing is only available to persons who are invited to
participate in it by KBC Peel Hunt or Collins Stewart.
A KBC Placee's commitment to subscribe for a fixed number of Placing Shares
under the Placing will be agreed orally with KBC Peel Hunt. Such agreement will
constitute a legally binding commitment on your part to subscribe for that
number of Placing Shares at the Placing Price on the terms and conditions set
out or referred to in this Appendix and subject to the Company's memorandum and
articles of association. After such agreement is entered into a written
confirmation will be dispatched to you by KBC Peel Hunt confirming the number of
Placing Shares that you have agreed to subscribe, the aggregate amount you will
be required to pay for those Placing Shares and settlement instructions. It is
expected that such written confirmations will be despatched on the date of this
announcement, that the "trade date" for settlement purposes will be 2 April 2007
and the "settlement date" will be 27 April 2007.
A settlement instruction form will accompany each written confirmation and, on
receipt, should be completed and returned to Jamie Reynolds at KBC Peel Hunt by
fax on 020 7972 0112 by 3.00 p.m. on 4 April 2007.
Settlement of transactions in the Placing Shares (ISIN: GB00B01TNC84) will take
place within the CREST system, subject to certain exceptions, on a "delivery
versus payment" (or "DVP") basis. You should settle against CREST ID: 546. KBC
Peel Hunt reserves the right to require settlement for and delivery of the
Placing Shares to KBC Placees by such other means that it deems appropriate if
delivery or settlement is not possible or practicable within the CREST system
within the timetable set out in this announcement or would not be consistent
with the regulatory requirements in any KBC Placee's jurisdiction.
If Placing Shares are to be delivered to a custodian or settlement agent, please
ensure that the written confirmation is copied and delivered immediately to the
appropriate person within that organisation.
5. No Prospectus
No prospectus has been or will be submitted for approval by the FSA in relation
to the Placing or the Placing Shares. KBC Placees' commitments in respect of
Placing Shares will be made solely on the basis of the information contained in
this announcement and on the terms contained in it.
6. Placing Shares
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares.
Application will be made for the admission of the Placing Shares to trading on
AIM. It is expected that Admission will take place, and dealings in the Placing
Shares will commence, on 27 April 2007.
7. Placing Agreement
KBC Peel Hunt and Collins Stewart have today entered into the Placing Agreement
with the Company under which KBC Peel Hunt and Collins Stewart have, on the
terms and subject to the conditions set out in the Placing Agreement, agreed to
use their respective reasonable endeavours as agent of the Company to procure
subscribers for Placing Shares at the Placing Price of 100 pence each.
8. Placing conditions
The Placing is conditional, inter alia, on (a) the passing of the shareholder
EGM resolution,(b) the Placing Agreement not being terminated in accordance with
its terms, (c) Admission taking place not later than 8.00 a.m. on 27 April 2007,
and (d) the Placing Agreement becoming unconditional in all other respects.
KBC Peel Hunt and Collins Stewart have each reserved the right (with the
agreement of the Company) to waive or extend the time and or date for the
fulfilment of any of the conditions in the Placing Agreement to a time no later
than 8.00 am on 11 May 2007 ("the Long Stop Date").
If any condition in the Placing Agreement is not fulfilled or waived by KBC Peel
Hunt and Collins Stewart by the relevant time, the Placing will lapse and your
rights and obligations pursuant to the Placing shall cease and terminate at such
time.
The Placing Agreement may be terminated by either KBC Peel Hunt or Collins
Stewart at any time prior to Admission in certain circumstances including, inter
alia, following a material breach of the Placing Agreement by the Company or the
occurrence of certain force majeure events. The exercise of any right of
termination of the Placing Agreement, any waiver of any condition to the Placing
Agreement and any decision by KBC Peel Hunt or Collins Stewart whether or not to
extend the time for satisfaction of any condition to the Placing Agreement or
otherwise in respect of the Placing shall be within absolute discretion of KBC
Peel Hunt or (as applicable) Collins Stewart. Neither KBC Peel Hunt nor Collins
Stewart shall have any liability to you in the event of any such termination,
waiver or extension or in respect of any decision whether to exercise any such
right of termination, waiver or extension.
9. Payment default
Your entitlement to receive any Placing Shares will be conditional on KBC Peel
Hunt's receipt of payment by the relevant time to be stated in the written
confirmation referred to above, or by such later time and date as KBC Peel Hunt
may in its absolute discretion determine. KBC Peel Hunt may, in its absolute
discretion, waive such condition, and shall not be liable to you in the event of
it deciding whether to waive or not to waive such condition.
If you fail to make such payment by the required time for any Placing Shares (1)
the Company may release itself (if it decides, at its absolute discretion, to do
so) and will be released from all obligations it may have to allot and/or issue
any such Placing Shares to you or at your direction which are then unallotted
and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and
set-off over and in respect of any such Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and to the
extent that you then have any interest in or rights in respect of any such
shares, (3) the Company or, as applicable, KBC Peel Hunt may sell (and each of
them is irrevocably authorised by you to do so) all or any of such shares on
your behalf and then retain from the proceeds, for the account and benefit of
the Company or, where applicable, KBC Peel Hunt (i) any amount up to the total
amount due to it as, or in respect of, subscription monies, or as interest on
such monies, for any Placing Shares, (i) any amount required to cover any stamp
duty or stamp duty reserve tax arising on the sale, and (iii) any amount
required to cover dealing costs and/or commissions necessarily or reasonably
incurred by it in respect of such sale, and (4) you shall remain liable to the
Company and to KBC Peel Hunt for any loss which it may suffer as a result of it
(i) not receiving payment in full for such Placing Shares by the required time,
and/or (ii) the sale of any such Placing Shares to any other person at whatever
price and on whatever terms are actually obtained for such sale by or for it.
Interest may be charged in respect of payments not received by KBC Peel Hunt for
value by the required time referred to above at the rate of two percentage
points above the base rate of Barclays Bank plc.
10. KBC Placees' warranties and undertakings to the Company and KBC Peel
Hunt
By agreeing with KBC Peel Hunt to subscribe Placing Shares under the Placing you
will irrevocably acknowledge and confirm and warrant and undertake to, and agree
with, each of the Company and KBC Peel Hunt, in each case as a fundamental term
of your application for Placing Shares and of the Company's obligation to allot
and/or issue any Placing Shares to you or at your direction, that:
(a) you agree to and accept all the terms set out in this announcement;
(b) your rights and obligations in respect of the Placing will terminate
only in the circumstances described in this announcement and will not be capable
of rescission or termination by you in any circumstances;
(c) this announcement, which has been issued by the Company, is the sole
responsibility of the Company;
(d) you have not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company or to any
other member of its Group in connection with the Placing, other than by the
Company as included in this announcement or to the effect that the Company is
not now in breach of its obligations under the London Stock's Exchange's AIM
Rules for Companies to disclose publicly in the correct manner all such
information as is required to be so disclosed by the Company;
(e) you have not relied on any representation or warranty in reaching
your decision to subscribe Placing Shares under the Placing, save as given or
made by the Company as referred to in the previous paragraph;
(f) you are not a customer of KBC Peel Hunt in relation to the Placing
and KBC Peel Hunt is not acting for you in connection with the Placing and will
not be responsible to you in respect of the Placing for providing protections
afforded to its customers;
(g) you have not been, and will not be, given any warranty or
representation by any KBC Person or any Collins Stewart Person in relation to
the Placing Shares or the Company or any other member of its Group;
(h) you will pay the full subscription amount as and when required in
respect of all Placing Shares allocated to you in accordance with such terms and
will do all things necessary on your part to ensure that payment for such shares
and their delivery to you or at your direction is completed in accordance with
the standing CREST instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with KBC Peel Hunt or put in
place with KBC Peel Hunt with its agreement;
(i) you are entitled to subscribe for Placing Shares under the laws of
all relevant jurisdictions which apply to you and you have complied, and will
fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, and
the Money Laundering Regulations 2003) and have obtained all governmental and
other consents (if any) which may be required for the purpose of, or as a
consequence of, such subscription, and you will provide promptly to KBC Peel
Hunt such evidence, if any, as to the identity of any person which it may
request from you (for the purpose of its complying with such Regulations or
otherwise in connection with your participation in the Placing) in the form and
manner requested by KBC Peel Hunt on the basis that any failure by you to do so
may result in the number of Placing Shares that are to be allotted and/or issued
to you or at your direction pursuant to the Placing being reduced to such
number, or to nil, as KBC Peel Hunt may decide at its sole discretion;
(j) you have complied and will comply with all applicable provisions of
the FSMA with respect to anything done or to be done by you in relation to any
Placing Shares in, from or otherwise involving the United Kingdom and you have
not made or communicated or caused to be made or communicated, and you will not
make or communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of section 21 of FSMA;
(k) you are a FSMA Qualified Investor;
(l) you are acting as principal only in respect of the Placing or, if
you are acting for any other person in respect of Placing (1) you are both an "
authorised person" for the purposes of FSMA and a "qualified investor" as
defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus
Directive) acting as agent for such person, and (2) such person is either (i) a
FSMA Qualified Investor or (ii) a "client" (as defined in section 86(2) of FSMA)
of yours that has engaged you to act as his agent on terms which enable you to
make decisions concerning the Placing or any other offers of transferable
securities on his behalf without reference to him;
(m) nothing has been done or will be done by you in relation to the
Placing or to any Placing Shares that has resulted or will result in any person
being required to publish a prospectus in relation to the Company or to any
ordinary shares in accordance with FSMA or the UK Prospectus Rules or in
accordance with any other laws applicable in any part of the European Union or
the European Economic Area;
(n) you are not, and are not acting in relation to the Placing as nominee
or agent for, a person who is or may be liable to stamp duty or stamp duty
reserve tax in respect of any agreement to acquire (or any acquisition of)
shares or other securities at a rate in excess of 0.5% (including, without
limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning
depositary receipts and clearance services), and the allocation, allotment,
issue and/or delivery to you, or any person specified by you for registration as
holder, of Placing Shares will not give rise to a liability under any such
section;
(o) you will not treat any Placing Shares in any manner that would
contravene any legislation applicable in any territory or jurisdiction and no
aspect of your participation in the Placing will contravene any legislation
applicable in any territory or jurisdiction in any respect or cause the Company
or KBC Peel Hunt to contravene any such legislation in any respect;
(p) (applicable terms and expressions used in this paragraph have the
meanings that they have in Regulation S made under the US Securities Act) (1)
none of the Placing Shares has been or will be registered under the US
Securities Act, (2) none of the Placing Shares may be offered, sold, taken up or
delivered, directly or indirectly, into or within the United States except
pursuant to an exemption from, or in transactions not subject to, the
registration requirements of the US Securities Act, (3) you are not within the
United States and you are not a US person, (4) you have not offered, sold or
delivered and will not offer sell or deliver any of the Placing Shares to
persons within the United States, directly or indirectly, (5) neither you, your
affiliates, nor any persons acting on your behalf, have engaged or will engage
in any directed selling efforts with respect to the Placing Shares, (6) you will
not be subscribing Placing Shares with a view to resale in or into the United
States, and (7) you will not distribute any offering material relating to
Placing Shares, directly or indirectly, in or into the United States or to any
persons resident in the United States;
(q) KBC Peel Hunt may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in respect
of some or all of the Placing Shares or by nominating any other KBC Person or
any person associated with any KBC Person to do so;
(r) time is of essence as regards your obligations under this Appendix;
(s) you shall indemnify and hold each of the Company and KBC Peel Hunt
harmless, on an after tax basis, from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach by you of the terms in this Appendix;
(t) none of your rights or obligations in respect of the Placing is
conditional on any other person agreeing to subscribe any Placing Shares under
the Placing and no failure by any other Placee to meet any of its obligations in
respect of the Placing shall effect any of your obligations in respect of the
Placing;
(u) this Appendix and any contract which may be entered into between you
and KBC Peel Hunt and/or the Company pursuant to it or the Placing shall be
governed by and construed in accordance with the laws of England, for which
purpose you submit to the exclusive jurisdiction of the courts of England and
Wales as regards any claim, dispute, or matter arising out of or relating to
this Appendix or such contract, except that each of the Company and KBC Peel
Hunt shall have the right to bring enforcement proceedings in respect of any
judgement obtained against you in the courts of England and Wales in the courts
of any other relevant jurisdiction; and
(v) nothing in this Appendix shall exclude any liability of any person
for fraud on its part. All times and dates in this announcement are subject to
amendment at the discretion of KBC Peel Hunt, except that in no circumstances
will the date scheduled for Admission be later than the Long Stop Date.
APPENDIX 2
DEFINITIONS
"Admission" the admission of Placing Shares to trading on AIM
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the London Stock Exchange's rules for companies relating to
AIM entitled "AIM Rules for Companies"
"Board" the Company's board of directors
"Collins Stewart" Collins Stewart Limited
"Collins Stewart Person" any person being (i) Collins Stewart, (ii) an undertaking
which is a subsidiary undertaking of Collins Stewart, (iii)
a parent undertaking of Collins Stewart or (other than
Collins Stewart) a subsidiary undertaking of any such parent
undertaking, or (iv) a director, officer, agent or employee
of any such person
"Company" or "ClearSpeed" ClearSpeed Technology Plc
"Directors" the directors of the Company
"EGM" or "Extraordinary the general meeting of the Company at which the EGM
General Meeting" Resolution is to be proposed
"EGM Circular" a circular from the Company to its shareholders relating to
the Placing expected to be dated the same date as this
announcement
"EGM Resolution" the resolution to be proposed at the EGM
"Employee Offer" the conditional offer by the Company of 100,000 Ordinary
Shares to employees of the Group
"Enlarged Share Capital" the Company's issued share capital immediately after the
completion of the Placing
"Existing Ordinary Shares" Ordinary Shares in issue on the date of this announcement
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000
"FSMA Qualified Investor" a person who is a "qualified investor" as referred to at section 86(7)
of FSMA and at or to whom any private communication relating to the
Company that is a "financial promotion" (as such term is used in
relation to FSMA) may lawfully be issued, directed or otherwise
communicated without the need for it to be approved, made or directed
by an "authorised person" as referred to in FSMA
"Group" the group of which the Company is the parent and its
subsidiary undertakings are members
"KBC Peel Hunt" KBC Peel Hunt Ltd
"KBC Person" any person being (i) KBC Peel Hunt, (ii) an undertaking
which is a subsidiary undertaking of KBC Peel Hunt, (iii) a
parent undertaking of KBC Peel Hunt or (other than KBC Peel
Hunt) a subsidiary undertaking of any such parent
undertaking, or (iv) a director, officer, agent or employee
of any such person
"Ordinary Shares" Ordinary shares of one pence each in the Company
"Placees" persons who agree to subscribe Placing Shares pursuant to
the Placing, with "KBC Placees" being Placees who agree to
do so through KBC Peel Hunt
"Placing" the proposed conditional placing of Placing Shares pursuant
to the Placing Agreement
"Placing Agreement" the conditional placing agreement relating to the Placing
between the Company and KBC Peel Hunt dated the same date as
this announcement
"Placing Price" 100 pence per Placing Share
"Placing Shares" up to 20,000,000 new Ordinary Shares to be made available
for subscription under the Placing
"R&D" research and development
"Shareholders" holders of Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"United States" the United States of America, its territories and
possessions, any State of the United States and the District
of Columbia
"US Securities Act" the US Securities Act of 1933
FORWARD LOOKING STATEMENTS
This announcement may contain forward-looking statements, including, without
limitation, statements containing the words "believes", "anticipates",
"expects", and similar expressions. Such forward-looking statements involve
unknown risks, uncertainties and other factors which may cause the actual
results, financial condition, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Given these uncertainties, prospective investors are cautioned not
to place any undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such forward-looking statements in this
announcement to reflect future events or developments.
The Placing Shares referred to in this announcement have not been and will not
be registered under the US Securities Act and may not be offered or sold in the
United States except pursuant to an exception from, or a transaction not subject
to, the requirements of the US Securities Act. There will be no public offer of
the Placing Shares in the United Kingdom, United States of America or elsewhere.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCKBLFXDXBBBBL
Clearspeed Technology (LSE:CSD)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Clearspeed Technology (LSE:CSD)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
