CXA Celoxica

    RNS Number : 9215I
  Celoxica Holdings PLC
  26 November 2008
   

    26 November 2008

    CELOXICA HOLDINGS PLC
    ("Celoxica", the "Company" or the "Group")

    Notice of Extraordinary General Meeting and Cancellation of Admission to AIM

    Celoxica Holdings plc (AIM: CXA) a leading provider of low latency trading solutions for the financial services sector, announces that a
circular will today be despatched to Shareholders convening an Extraordinary General Meeting to seek Shareholder approval to cancel the
admission of the Company's ordinary shares to trading on AIM.

    The Board has concluded that the costs and regulatory requirements associated with retaining Celoxica's AIM listing are a significant
burden on the Company's financial resources and outweigh the benefits gained from Admission. 

    The Extraordinary General Meeting will be held at the offices of the Company at 66 Milton Park, Abingdon, Oxfordshire, OX14 4RX
commencing at 10.00 a.m. on 19 December 2008. If approved it is expected that Cancellation will take effect from 7.00 a.m. on 31 December
2008.

    ENQUIRIES

 Celoxica Holdings plc (www.celoxica.com)  Tel: +44 (0)1235 863656
 Lee Staines, CEO
 Antoine Rescourio, COO

 Arbuthnot                                 Tel: +44 (0) 20 7012 2000
 Tom Griffiths
 Alasdair Younie

 ICIS                                      Tel: +44 (0) 20 7651 8688
 Tom Moriarty
 Caroline Evans-Jones

    Introduction
    The Company announces that it is seeking Shareholder approval to cancel the admission of the Ordinary Shares to trading on AIM.

    Recommendations
    The Directors consider that the Resolutions are in the best interests of the Company and the Shareholders as a whole and are most likely
to promote the success of the Company for the benefit of the Shareholders as a whole.

    Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the EGM as they
have irrevocably undertaken to vote and certain other Shareholders have irrevocably undertaken to do in respect of their beneficial
shareholdings, which in aggregate amount to 148,763,418 Ordinary Shares, representing approximately 52.1 per cent. of the Ordinary Shares.

    Cancellation of Admission
    Following the sale of the Company's Electronic System Level ("ESL") business in January 2008, the Company has focused strategically on
its Market Data Accelerator product line and the financial services accelerated computing business plan. The Company has also continued to
review its costs base.

    The Board have concluded that the costs and regulatory requirements associated with retaining Company's AIM quotation are a significant
burden on the Company's financial resources and outweigh the benefits gained from Admission. The costs include fees paid to the Company's
nominated advisor, annual fees paid to London Stock Exchange, costs relating to public announcements and certain fees and expenses of
professional advisers engaged to provide services relating to the Company's Ordinary Shares being traded on AIM.

    In addition to the overheads incurred by the Company as a result of its Ordinary Shares being traded on AIM:

 *  the Company has seen limited trading volume in the Company's shares since
    its Admission; and
 *  the Directors consider that given the Company's size and share price and
    the current market conditions it would be difficult to raise additional
    funds on AIM.

    Following Cancellation (if so approved by the Shareholders) the Directors intend to reposition the Company as a technology start-up
focusing on delivering solutions to the financial market. Cancellation will allow the Company to focus all its energy and resources on
business development.  

    As such after careful consideration, your Board have therefore concluded that it is in the best interests of the Company and
Shareholders if the Company's admission to trading on AIM is cancelled.

    Shareholders should note that Cancellation is likely to reduce significantly the liquidity and marketability of the Ordinary Shares.
Once Cancellation has taken effect, Shareholders will no longer be able to effect transactions in the Ordinary Shares on market at the
market price. Following Cancellation, therefore, Shareholders will have to effect any further transactions in the Ordinary Shares off market
at a price to be agreed between the relevant parties. However, while there can be no guarantee of any Shareholders being able to purchase or
sell any Ordinary Shares, any Shareholder seeking to do so should contact the Company Secretary in writing at 66 Milton Park, Abingdon,
Oxfordshire OX14 4RX. Dealings in the Ordinary Shares following Cancellation will continue to be eligible for settlement through CREST in
uncertificated form.  

    The Company will continue to post information about the Company on its website (www.celoxica.com) and will continue to hold general
meetings in accordance with the applicable statutory requirements and the Company's articles. Shareholders should note that the Company will
remain subject to the provisions of the City Code on Takeovers and Mergers.

    Options and the Warrant

    Option holders
    As at 25 November 2008, the latest day prior to the date of this announcement, the Company had granted options over 37,615,000 Ordinary
Shares to employees and Directors which remain outstanding and have not been exercised. All of the options are underwater, namely their
exercise prices are above the current market value of the Ordinary Shares.
    The proposed Cancellation will not affect the status of the options outlined above which can be exercised in accordance with their terms
following the proposed Cancellation.

    Warrant holder
    The proposed Cancellation will not affect the status of the Warrant which can be exercised in accordance with its terms notwithstanding
Cancellation. 

    EGM - Resolution 1
    Under the AIM Rules for Companies, it is a requirement that any Cancellation must be approved by not less than 75 per cent. of votes
cast by Shareholders in general meeting. Accordingly the notice of EGM set out at the end of the shareholder circular contains a special
resolution:

 (i)   to approve the application to London Stock Exchange for cancellation of
       admission of the Ordinary Shares to trading on AIM; and
 (ii)  to approve such cancellation.

    The EGM will be held at the offices of the Company at 66 Milton Park, Abingdon, Oxfordshire, OX14 4RX commencing at 10.00 a.m. on 19
December 2008. If approved it is expected that the Cancellation of Admission will take effect from 7.00 a.m. on 31 December 2008.

    Articles of Association - Resolution 2
    Conditional on the passing of Resolution 1 and on the Cancellation of Admission, this resolution seeks the approval of the Shareholders
to amend and update the Company's articles of association to reflect the implementation of certain provisions of the Companies Act 2006 in
force at the date of the EGM. The amended articles of association can be viewed on the Company's website (www.celoxica.com). Please note in
particular that the provisions dealing with the length of notice required to convene general meetings are being amended to conform to new
provisions in the Companies Act 2006. In particular an extraordinary general meeting to consider a special resolution can be convened on 14
days' notice whereas previously 21 days' notice was required.

    Irrevocable Undertakings
    The proposed Cancellation is conditional, inter alia, upon the Shareholders passing the Resolutions at the EGM. The Directors have
irrevocable undertaken to vote in favour of the Resolutions in respect of 29,815,789 Ordinary Shares, representing, in aggregate,
approximately 10.4 per cent. of the Ordinary Shares and certain other Shareholders have irrevocably undertaken to vote in favour of the
Resolutions in respect of 118,947,629 Ordinary Shares, representing, in aggregate, approximately 41.7 per cent. of the Ordinary Shares.
Therefore, the Company has received in aggregate undertakings to vote in favour of the Resolutions in respect of 148,763,418 Ordinary
Shares, representing approximately 52.1 per cent. of the Ordinary Shares.

    DEFINITIONS

    The following definitions apply throughout this announcement unless the context requires otherwise:

 "Admission"                 admission of the Ordinary Shares to trading on
                             AIM, effective from 27 October 2005
 "AIM"                       the market of that name operated by London Stock
                             Exchange
 "AIM Rules for Companies"   the rules for companies applying for admission to
                             and whose securities are traded on AIM and
                             published by London Stock Exchange as amended
                             from time to time
 "Cancellation"              the cancellation of Admission subject to the
                             passing of the Resolutions and the issue by the
                             London Stock Exchange of the AIM notice effecting
                             the cancellation of the Company's Ordinary Shares
                             to trading on AIM
 "Company" or "Celoxica"     Celoxica Holdings Plc
 "CREST"                     the relevant system (as defined in the
                             Uncertificated Securities Regulations 2001)
                             operated by Euroclear UK & Ireland Limited which
                             facilitates the transfer of title to shares in
                             uncertificated form
 "Directors" or "the Board"  the directors of the Company 
 "Form of Proxy"             the form of proxy enclosed with the shareholder
                             circular for use by Shareholders in connection
                             with the EGM 
 "EGM"                       the extraordinary general meeting of the Company
                             convened for 10.00 a.m. on 19 December 2008
 "London Stock Exchange"     London Stock Exchange plc
 "Option holders"            holders of options over Ordinary Shares
 "Ordinary Shares"           the ordinary shares of 1 pence in the capital of
                             the Company
 "Resolutions"               the resolutions to be proposed at the EGM
 "Shareholders"              holders of Ordinary Shares
 "Warrant holder"            ETV Panama S.A. being the holder of the Warrant
 "Warrant Instrument"        the warrant instrument entered into by the
                             Company on 21 December 2004
 "Warrant"                   the warrant created by the Warrant Instrument

    END

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