FST.L Regulatory News (FST)

10 Oct 2005 06:00

Embargoed Release: 07:00hrs Monday 10 October 2005Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, Republic of South Africa or Japan 10 October 2005 Nanoscience Inc. ("Nanoscience" or "the Company") Proposed acquisition of Toumaz Technology Limited ("Toumaz") Proposed placing by Teather & Greenwood Limited of 47,333,333 new Ordinary Shares at 15 pence per share Application for admission to trading on AIM Notice of Extraordinary General Meeting The Board is pleased to announce that it has today conditionally agreed toacquire the entire issued share capital of Toumaz Technology Limited.Certain definitions and terms apply throughout this announcement and yourattention is drawn to the tables at the end of this announcement where thesedefinitions and terms are set out in full.Highlights * Placing to raise approximately ‚£7.1 million gross (approximately ‚£6.4 million net of expenses) by the issue of, in aggregate, 47,333,333 new Ordinary Shares at 15 pence per share. * The Placing Shares will represent approximately 25.76 per cent. of the Enlarged Share Capital of Nanoscience following Admission. * Nanoscience's primary objective is to build a portfolio of investments in the nanotechnology sector. * The funds raised pursuant to the Placing will be used to provide additional funding for the ongoing working capital requirements of the Enlarged Group and, potentially, to permit the Company to exploit further investment opportunities. * The principal activity of Toumaz is the design and development of low power and ultra-low power integrated circuits and silicon chips for use in wireless and signal processing applications. The Directors and Proposed Director believe that Toumaz's technology is applicable to a wide range of sectors and, in particular, in the field of nanoscale and nanopower applications. The consideration payable in respect of the Acquisition is to be satisfied through the issue of 96,337,210 new Ordinary Shares, valuing Toumaz at approximately ‚£17.7 million (based on the average closing middle market price of an Ordinary Share on the daily Official List over the five business days immediately prior to this announcement of 18.4p). * In view of the size and nature of the Acquisition it constitutes a reverse takeover of the Company under the AIM Rules and therefore requires the prior approval of Shareholders at an extraordinary general meeting. Richard Rose, Non-Executive Chairman of Nanoscience, commented:"Since listing on AIM in March of this year it has been the intention of theBoard to create a vehicle capable of gaining exposure for investors to therapidly emerging global nanotechnology sector, as well as becoming a de factoroute to investment for near-revenue SME nanotechnology companies. Our initialminority investments in AppliedSensor and XRT in June and August respectivelywere prime examples of this strategy.It is my belief that the acquisition of Toumaz marks a significant andsubstantial progressive step for the Group. Toumaz will bring to the Group twokey elements: the first being a world-leading technology with a number ofestablished and identified target markets ranging from healthcare to consumerelectronics; and the second being a significant base of industry and academiccontacts that will be key to the procurement of further technologies and theestablishment of collaborative product development projects.Central to these elements is Professor Chris Toumazou, a leading figure in hisfield of research whose technical know-how has already attracted collaborativedevelopment agreements with global blue chips, including Oracle, in thedevelopment of his ultra-low power integrated circuits and silicon chips.Furthermore, Professor Toumazou's long and established relationship withImperial College, where he is the Director of the recently founded Institute ofBiomedical Engineering, will be an invaluable source for potential furthertechnology investments, collaborative research projects and consolidationopportunities. I very much look forward to reporting on further developmentsthat arise from these relationships and welcoming Chris to the Board ofNanoscience."Enquiries:Nanoscience Inc. Tel: 07836 250 474 Richard Rose, Non-Executive Chairman Strand Partners Limited Tel: (020) 7409 3494 Simon Raggett Matthew Chandler Teather & Greenwood Limited Tel: (020) 7426 9000 James Maxwell Tom Hulme Hansard Communications Tel: (020) 7245 1100 Andrew Tan This summary should be read in conjunction with the full text of thisannouncement set out below.Strand Partners Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as nominated adviser tothe Company in connection with the proposed admission of the Enlarged ShareCapital to trading on AIM. Its responsibilities as the Company's nominatedadviser under the AIM Rules are owed solely to the London Stock Exchange andare not owed to the Company or to any Director or to any other person inrespect of his decision to acquire shares in the Company in reliance on anypart of this announcement. Teather & Greenwood Limited, which is authorised andregulated in the United Kingdom by the Financial Services Authority and is amember of the London Stock Exchange, is acting as broker to the Company inconnection with the Placing and proposed admission of the Enlarged ShareCapital to trading on AIM. Strand Partners Limited and Teather & GreenwoodLimited are not acting for anyone else and will not be responsible to anyoneother than the Company for providing the protections afforded to their clientsor for providing advice in relation to the contents of this announcement or thePlacing or the Admission of the Enlarged Share Capital to trading on AIM. Norepresentation or warranty, express or implied, is made by either StrandPartners Limited or Teather & Greenwood Limited as to the contents of thisannouncement, without limiting the statutory rights of any person to whom thisannouncement is issued. Neither Strand Partners Limited nor Teather & GreenwoodLimited will be offering advice, nor will they otherwise be responsible forproviding customer protections to recipients of this announcement or foradvising them on the contents of this announcement or any other matter. Theinformation contained in this announcement is not intended to inform or berelied upon by any subsequent purchasers of Ordinary Shares (whether on or offexchange) and accordingly no duty of care is accepted in relation to them.Strand Partners Limited has approved the contents of this announcement solelyfor the purpose of section 21 of the Financial Services and Markets Act 2000.The principal place of business of Strand Partners Limited is 26 Mount Row,London W1K 3SQ.The Directors and Proposed Director accept responsibility for the informationcontained in this announcement. Subject as aforesaid, to the best of theknowledge and belief of the Directors and Proposed Director (who have taken allreasonable care to ensure that such is the case), such information is inaccordance with the facts and does not omit anything likely to affect theimport of such information.This announcement does not constitute, or form part of, an offer or aninvitation to purchase any securities.Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, Republic of South Africa or Japan 10 October 2005 Nanoscience Inc. ("Nanoscience" or "the Company") Proposed acquisition of Toumaz Technology Limited Proposed placing by Teather & Greenwood Limited of 47,333,333 new Ordinary Shares at 15 pence per share Application for admission to trading on AIM Notice of Extraordinary General Meeting IntroductionThe Board is pleased to announce that the Company has today conditionallyagreed to acquire the entire issued share capital of Toumaz Technology Limited.Toumaz's principal activity is the design and development of low power andultra-low power integrated circuits and silicon chips for use in wireless andsignal processing applications. The Directors and Proposed Director believethat Toumaz's technology is applicable to a wide range of sectors and, inparticular in the field of nanoscale and nanopower applications. Theconsideration payable in respect of the Acquisition is to be satisfied throughthe issue of 96,337,210 new Ordinary Shares, valuing Toumaz at approximately ‚£17.7 million (based on the average closing middle market price of an OrdinaryShare on the daily Official List over the five business days immediately priorto this announcement of 18.4p).To provide additional funding for the ongoing working capital requirements ofthe Enlarged Group and, potentially, to permit the Company to exploit furtherinvestment opportunities, Nanoscience proposes to raise up to ‚£7.1 millionbefore expenses (approximately ‚£6.4 million net of expenses) through theplacing of up to 47,333,333 new Ordinary Shares with institutional and otherinvestors at the Placing Price. Teather & Greenwood has conditionally agreed touse all reasonable endeavours to procure placees for all of the Placing Shares.The Placing is conditional, inter alia, on Admission. On Completion the Sellerswill own, in aggregate, 52.42 per cent. of the Enlarged Share Capital.In view of the size and nature of the Acquisition it constitutes a reversetakeover of the Company under the AIM Rules and therefore requires the priorapproval of Shareholders at an extraordinary general meeting.Patrick Stephansen, an executive director of the Company, is deemed to beinterested in the Acquisition by virtue of his directorship in Toumaz and hisformer directorship with Glastad, currently the largest shareholder in Toumaz.Accordingly, Mr Stephansen has not participated in the Board's deliberationswith regard to the Acquisition.Application will be made to the London Stock Exchange for the re-admission ofthe Existing Ordinary Shares and the admission of the new Ordinary shares,issued pursuant to the Acquisition and the Placing, to trading on AIM. Dealingsare expected to commence in the Existing Ordinary Shares and the new OrdinaryShares, issued pursuant to the Acquisition and the Placing, on 3 November 2005.Background to and reasons for the AcquisitionNanoscience's primary objective is to build a portfolio of investments in thenanotechnology sector and to date it has made two such investments. TheIndependent Directors believe that the Acquisition represents a substantialinvestment opportunity and one where Nanoscience can play an active role, interms of providing both commercial experience and resources, to enable Toumazto successfully exploit the innovative technology it has developed in a widevariety of product applications and target markets, including at thenanotechnology level.The Independent Directors believe that the Acquisition will deliver long-termenhancement of Shareholder value and provide the Company with a number ofbenefits, which, amongst others, include: 1. providing the Company with an established business which owns a portfolio of innovative intellectual property with good prospects for commercial development and future growth in, amongst others, the nanotechnology sector, which, in the belief of the Directors and Proposed Director, will be complemented by the management skills and sector knowledge of Nanoscience; 2. raising the profile of the Enlarged Group which should allow the Group to attract and retain additional highly qualified and experienced personnel to further augment the experience of Professor Toumazou, the co-founder of Toumaz, and his team. Toumaz may also be expected to benefit from the perceived status and stature of being part of a publicly traded group, which may enhance its reputation and financial standing with its key trading partners and suppliers; and 3. access to Professor Toumazou's significant expertise, experience and contacts in the field of ultra-low power semiconductor technology and his relationship with Imperial College London and its pipeline of intellectual property and research activities. Through Professor Toumazou, the Company can expect to be exposed to a greater number of investment opportunities. Information on ToumazPrincipal activityToumaz's principal activity is the design and development of low power andultra-low power integrated circuits or silicon chips for use in wireless andsignal processing applications. The company has developed a hybridsemiconductor architecture that uses digital elements to control, monitor andcalibrate functional analogue processing blocks which provide substantial powerand cost savings for a wide range of devices.Such an approach falls within the generic class of circuits and devices termed"mixed-signal". Mixed-signal refers to integrated circuits which have bothanalogue and digital circuits combined onto a single semiconductor die. Untilthe mid-1990's, mixed-signal usually meant interface devices such asanalogue-to-digital and digital-to-analogue converters or digitally controlledaudio chips. With the advent of mobile phones and similar wireless networktechnologies this category now includes ICs used in cellular telephone,software radio, and other network devices. Although a reduction in size andpower consumption of such products has been achieved through developments inmixed-signal designs and technologies, mixed-signal continues to present thefollowing challenges: 1. CMOS technology is usually the optimal choice for digital performance and scaling while bipolar semiconductor technology is usually optimal for analogue performance. Combining analogue and digital in a single technology leads to performance compromises. Newer process technologies which combine bipolar transistors and CMOS technologies address certain of these issues, but usually at greater cost; 2. testing functional operation of mixed-signal ICs remains complex, expensive and often "one-off" implementation task. Systematic design methodologies comparable to digital design methods are far more primitive in the analogue and mixed-signal arena; and 3. analogue circuit design cannot generally be automated to the extent that digital circuit design can and combining the two technologies multiplies this complication. Toumaz's proprietary Advanced Mixed-signal (AMxTM) technology not onlyaddresses these challenges but also provides ultra-low power operation usinglow cost CMOS processes.Advances in CMOS process technology, combined with the requirement forultra-low power signal processing, have led to the development of ultra-lowpower analogue processing circuits which exploit the little-used"sub-threshold" region of the transistor. CMOS transistors operating in thesub-threshold region consume very little power since they are barely turned-on,and thus the current through the transistor is extremely low - a few nanoampsor less. In this region the voltage/current characteristics provide awell-defined exponential which can be exploited such that the physicalproperties of the transistors themselves can be used as circuit elements andbuilding blocks to carry out a wide range of signal processing and mathematicalfunctions. The resulting circuits and system-on-chip devices have powerconsumptions of around one billionth the power of a common light bulb, allowingvery long operating times from low cost and small batteries such as zinc-airbatteries (used in hearing aids) and planar batteries such as "Power Paper".Toumaz undertakes the design and development of IC devices both for externalcustomers and internally funded projects. Sales revenues to date haveprincipally been derived from development agreements. Royalties from theseagreements are anticipated going forward as the company's technology isutilised in commercial products.Business model/strategyToumaz's vision is to become the leader in ultra-low power silicon chips toachieve advanced connectivity in the wireless environment. It aims to developinnovative commercial solutions, particularly for wireless and signal dataprocessing, using its proven design expertise in the field of ultra-low powersemiconductors. Its business model and key strategies for future growth are: 1. to focus on the continued development of its existing technology, particularly within the biomedical/healthcare market, by securing relationships and collaboration arrangements with complementary development and channel to market partners; 2. to continue to actively license its technologies and secure and develop additional intellectual property, both through its relationship with Imperial College and internal R&D effort; 3. the generation of increased recurring revenue streams through the further exploitation of its technologies and through royalty income from licensees of its technology; and 4. the identification of further market opportunities where substantial growth can only be met through low power silicon chip solutions to prolong battery life and operating times, and the invention, development and commercialisation of new technologies to ensure that licensees develop products appropriate for these markets. Toumaz's fabless semiconductor business model is dependent on the establishmentand maintenance of effective supply chains or networks and involves a mixtureof both contracted or outsourced services and in-house facilities. Thecompany's ongoing strategy is to maintain circuit and system design in-housewhilst subcontracting all other non-core services, such as evaluation,manufacturing, repair, wafer test and packaging. Toumaz believes that such astrategy serves to reduce capital expenditure requirements and enables it tosustain a leaner, more flexible and focussed business structure.Technology and development pipelineToumaz is at an advanced stage in certain areas of its ongoing R&D business andis beginning to exploit commercially its low power analogue and mixed-signalsemiconductor technology. Its primary focus has been on the development ofproprietary know-how and intellectual property that can greatly reduce powerconsumption compared to existing technologies and methods, particularly forportable and mobile consumer devices. Escalating power consumption is aninevitable consequence and inhibiting factor of the increasing number oftransistors being integrated on a chip in accordance with Moore's Law. As thetechnology of semiconductor processing scales to smaller geometries (deep intonanometre dimensions) and the thicknesses of insulating and other layers arenow measured in just a few atomic diameters, the leakage current has increasedto the extent that is has become one of the key limitations to further scaling.The leakage current refers to the current which flows in a transistor when thechip into which it is integrated is powered "on" even though that transistoritself may be switched "off". The total leakage current of an advanced digitalchip manufactured at the "65 nanometre node" (transistors manufactured withlinear dimensions of 65 nanometres) can account for up to half the power usedwhen the chip is turned on, irrespective of any other processing that the chipis carrying out. In chips which contain hundreds of millions of transistors,this leakage current can result in `wasted' power dissipation of several watts,necessitating active cooling of the chip.Toumaz's patented approach makes use of this basic silicon property as theleakage current is the current flowing when the transistor is nominally "off"(from the point of view of digital operation) or operating in the sub-thresholdregion (from the point of view of analogue operation). CMOS transistorsoperating in the sub-threshold region consume very little power since they arebarely turned-on, and thus the current through the transistor is extremely low,a few nanoamps or less. In this region the voltage/current characteristicsprovide a well defined exponential which can be exploited such that thephysical properties of the transistors themselves can be used as circuitelements and building blocks to carry out a wide range of signal processing andmathematical functions at power levels up to two orders of magnitude(approximately 100 times) less than current state-of-the-art techniques.In summary, the leakage current, a principal cause of the key problemencountered by the semiconductor industry as process technology migratesfurther and further into the nano sphere, is the main driver for Toumaz'sultra-low power technology.Toumaz's main technology and pipeline of product applications in the course ofdevelopment are summarised below:AMx¢â€ž¢AMx¢â€ž¢ represents Toumaz's core platform technology and comprises a hybridsemiconductor architecture that seeks to offset the disadvantages of analogueprocessing by combining both digital and analogue elements for low power signalprocessing and radio applications. The key features comprise: 1. computationally efficient low power analogue semiconductor processors based on "analogue sub-routines" involving the replacement of a digital hardware or software based sub-routine with low power analogue hardware; and 1. the combination of the analogue architecture with digital control to address the disadvantages of analogue processors and enable circuit designers to make use of re-usable analogue building blocks. AMx¢â€ž¢ exploits the physics of silicon to make nano-power analogue computingelements.The company believes that AMx¢â€ž¢ is applicable in a wide range of situationswhere low power is an essential design concern, where the input data istypically noisy and where the required computation is of a relative, ratherthan absolute, nature. The technology requires up to 100 times less power thandigital processing, provides real-time performance, and has a wide range ofsignal processing and wireless applications, particularly in portable orautonomous battery operated devices. Potential applications include: * low power transceivers, that is, low power radio * low power medical devices, e.g. hearing aids, wearable and implantable devices * pattern recognition devices, e.g. for the monitoring of electro-cardiograms * correlation processing for image processing, biometrics and machine vision * intelligent automata AMx¢â€ž¢ is the core underlying technology (or engine) from which applications andmarket solutions can be developed. Toumaz continues to undertake R&D to developand improve its AMx¢â€ž¢ technology with the production of second generationultra-low power prototype devices expected in 2006.FenixThe Fenix DAB RF tuner CMOS chip has been developed in close collaboration withpotential clients (such as Panasonic) through Future Waves, and is intended tobe used as a platform technology in commercial DAB and DVB products. The keydifferentiators of the first chip, which is already functional, are low powerconsumption, low material costs and low component count when compared to thecurrent DAB/DVB modules. Several minor design/layout changes are currentlyunderway to optimise the chip's performance. These are scheduled for completionshortly prior to commercialisation of the chip by Future Waves, under licence,who will undertake product specification, manufacturing, testing and qualityassessment. A proposed second generation chip will focus on enhancing productperformance and broadening the potential applications to include highlyintegrated portable devices such as mobile phones and MP3 players.FalconFalcon is an ultra-low power wireless platform for hearing aids resulting froma co-development project with the Canadian company, Gennum. The developmentcontract, which commenced in February 2004, has as its objective, theproduction of the world's lowest power two-way wireless communicator fordigital audio and data for hearing aids. Under the terms of the contract,Toumaz has received payments for its design services and will receive a royaltyon all product sales. The design phase of the first ultra-low power radioreceiver Falcon chip is now complete and it is currently undergoing testing andfinal evaluation. Initial testing has been positive and a production sample isplanned for the fourth quarter of 2005 with first royalty revenues expected inthe second quarter of 2006.AudiumThe co-operation and development agreement between Toumaz and Gennum providesfor joint ownership of foreground IP arising in the development of the Falconchip and both parties have the right to sell the chip. Toumaz is restrictedfrom competing with Gennum within the hearing products market but is otherwisefree to sell or license the chip in all other markets. "Audium" is the Toumazversion of the Gennum (Falcon) chip, so-named because of its perceivedapplicability in the transmission of high quality audio for wireless headsetsin conjunction with personal audio and multimedia devices such as MP3 and DVDplayers and top of the range mobile phones equipped with MP3 and similarmultimedia features.SensiumThe Sensium represents the integration of the AMx¢â€ž¢ processing and wirelesstechnologies with micro and nano-scale sensors to create a generic, locallyintelligent, self configuring and flexible wireless sensor platform chip, thathas ultra-low power consumption, miniature size and low cost.Sensium's key target market is within healthcare where it can be used as a bodyworn or implanted wireless monitoring device, configurable to operate with awide range of physical, chemical and bio-nano sensors to measure a wide rangeof parameters including heart rate, blood glucose, gas and pressure levels,motion and temperature.By essentially shrinking a bulky bench top diagnostic instrument onto adisposable wireless enabled chip no bigger than a plaster, the Sensiumrepresents a new paradigm for personalised healthcare and lifestyle management,capable of relaying data securely to a control module or external data loggersuch as a personal digital assistant or smart phone.The Sensium intelligent ultra-low power wireless sensor platform is viewed bythe management of Toumaz as a key, longer term development programme which itis currently forecast will be ready for release in 2007.The Directors and Proposed Director expect that the key advantages and featuresof the Sensium platform technology within the healthcare environment are thatit will: * enable non-intrusive wireless monitoring for the management of chronic diseases; * enhance a patient's quality of life whilst collecting critical data for the physician; and * have a low cost and be disposable with no battery change required. Summary financial informationA financial summary on Toumaz for the three financial years ended 28 February2005, is set out below: Year ended Year ended Year ended 28 February 2005 29 February 2004 28 February 2003 ‚£000's ‚£000's ‚£000's Turnover 638 389 125 Gross (loss)/profit (920) (15) 13 Operating loss (1,642) (801) (745) Net (liabilities)/ (593) 1,020 199 assets Turnover to date has principally arisen from design services supplied inconnection with specific development and research projects for various channelpartners, such revenues being used to offset and contribute towards the costsof ongoing internal development programmes.Since formation, Toumaz has raised total equity funding of approximately ‚£2.83million from a relatively broad range of investors including, amongst others,Glastad, Generics and Gennum. The last equity funding round was completed inFebruary 2004 when a ‚£1m investment was secured from Gennum, a key developmentpartner, which attributed a post-money valuation to the company ofapproximately ‚£8.06 million.Toumaz received, in March 2003, a Smart award from the Secretary of State forTrade and Industry for ‚£45,000 and, pursuant to a link collaboration agreemententered into in July 2003, a UbiMon DTI grant of ‚£86,734.The aforementioned equity and grant financing has been used towards thedevelopment of the company's core intellectual property, particularly inrelation to generating proven product applications, the establishment ofstrategic partnerships and recruitment of key experienced personnel. Thecompany currently has 23 employees based at its premises in Abingdon,Oxfordshire.Intellectual propertyWithin the intellectual property portfolio owned and maintained by Toumaz, fourpatents have been granted and 36 are pending. Toumaz has an interest in twofurther pending applications which are filed by joint venture companies inwhich it is a shareholder. In addition, Toumaz is the registered owner of thetrade marks "AMx", its core technology, "Toumaz" and "Tt" and is seeking trademark protection for the word "Sensium". Further detail on the IP portfolio isset out in the Company's admission document published today.Toumaz is committed to researching and developing new technologies andapplications for its existing technologies in order to maintain its competitiveposition in the field of low power and ultra-low power integrated circuits orsilicon chips.IP option agreements with IC InnovationsToumaz's patent portfolio originates principally from the IP Option Agreementpursuant to which the company was granted the option to acquire or licence fromIC Innovations, and commercially exploit, IP developed by Professor Toumazou'sresearch group at Imperial College. The terms of the assignment or licence ofindividual technologies have been agreed between the parties on a case by casebasis with sums payable to IC Innovations being dependent upon who developedthe intellectual property.The IP Option Agreement expired on 4 October 2005 and has been replaced by theNew IP Option Agreement. Under this new agreement, Toumaz has been granted theopportunity to exploit certain intellectual property generated by the researchgroup run by Professor Toumazou in the field of wireless communications and lowpower circuit design. This exclusive right of exploitation is granted by way ofa licence on the terms of a standard licence agreement and not by way ofassignment of the rights as was previously the case under the original IPOption Agreement. The effective difference between the two agreements is thatToumaz is no longer accorded IP ownership of the technologies developed, butrather an exclusive right to exploit the IP on the terms of the licence for thelonger of ten years or the life of the underlying patent. It is proposed that,following Completion, the company will seek to obtain licenses for thosetechnologies from IC Innovations believed by Professor Toumazou and Toumaz tooffer the best commercial potential and build IP positions around such licensedtechnology.Further details of the IP option agreements are set out in the Company'sadmission document published today.Joint ventures and investments of the Enlarged GroupFuture Waves Pte LimitedFuture Waves, a company incorporated in Singapore and based in Taiwan, wasestablished in 2004 as a joint venture between Toumaz and Applied Bionics PteLimited, to provide a route to market (in particular in Asia) and manufacturingsupport for Toumaz's silicon DAB tuner products.Pursuant to two equity financings since incorporation in which Toumaz did notparticipate, Toumaz now holds an approximate 28.24 per cent. interest in theissued share capital of Future Waves. Future Waves is expected to conduct athird round of fundraising in November 2005 in which it is anticipated that theEnlarged Group will participate in order to maintain an interest of over 25 percent. in the share capital of Future Waves.In January of this year, Toumaz entered into a development agreement withFuture Waves, under the terms of which Toumaz undertook to design and develop adual band dual mode DAB/FM RF tuner chip for commercial exploitation by FutureWaves, in consideration for US$500,000. Further details of this agreement areset out in the Company's admission document published today. Following deliveryof the working chip, Future Waves has identified and is in discussions with anumber of customers for volume sales.Bio-Nano Sensium Technologies LimitedBio-Nano is a joint venture company established by Toumaz in 2005 inconjunction with Advance Nanotech Inc. to develop and commercially exploit anintegrated biosensor interface with ultra-low power wireless transmission, tobe subcutaneously implantable for the continuous monitoring of blood glucoselevels.It is anticipated that Bio-Nano will conduct a public fundraising at whichpoint, Toumaz's interest may become significantly diluted.Toumaz is party to a collaboration agreement with Bio-Nano for the research,development and commercial exploitation of the Sensium. This agreement is worth‚£2 million to Toumaz over 20 months in return for which Bio-Nano has theexclusive commercialisation rights for the results arising from the researchproject within the field of bio-nano and nano-medical applications. Furtherdetails of the collaboration agreement are set out in the Company's admissiondocument published today.AppliedSensor Sweden ABIn June of this year, Nanoscience invested approximately ‚£215,000 for the issueof new shares in AppliedSensor (representing an approximate three per cent.interest in its issued share capital), a Swedish/German group involved in thedevelopment and production of advanced gas sensing solutions to OEMs.AppliedSensor has developed sensors for the detection of gases to be used inthe areas of air quality control, exhaust control and leak detection andsafety.The main differential of AppliedSensor's products against those of itscompetitors is the development and production of proprietary gas sensingmaterials using nano scale production techniques. The gas sensing materials areintegrated onto micro-machined sensor components directly embedded on siliconchips and modules, including electronics and software, and are targeted atmass-market applications. AppliedSensor's principal market is the automotiveindustry where its first commercial products are air quality sensors and it hasan exclusive development and supply agreement with Texas Instruments. The groupis also at an advanced stage in developing hydrogen detection and dieselemission sensors and is progressing opportunities for other applications of itsplatform technology including carbon dioxide detection.AppliedSensor's core technology, protected by patents, is based on metal-oxideand field-effect technologies initially developed at the University ofTubringen, Germany, and the University of Linkoping, Sweden. The sensorscombine semiconductor, micro and nanotechnologies resulting in low cost,miniature gas sensing components and modules. The production process includesnano-scale preparation and application of the gas sensing material.XRT LimitedIn August of this year, Nanoscience invested ‚£100,000 for the issue of newshares in XRT, a company located in Melbourne, Australia whose principalactivity is the practical application of x-ray phase contrast imaging, atechnique used in a wide variety of applications where knowledge of theinternal structure of materials and components is essential. XRT wasestablished in 1996 and has successfully developed and obtained worldwideexclusive intellectual property for its applications in x-ray and electronmicroscopy, allowing accurate inspection at nanoscale resolutions (sub 100nanometres). As a consequence, it is expected that XRT's equipment will play apivotal role in research and development programmes within the nanotechnologysector.The ability of XRT's imaging technology to carry out nanoscale structuralinspections has a wide range of potential uses from industrial inspection ofmaterials to medical diagnosis. The company's strategic objective is tomaintain and further develop a world class competence in the capture,manipulation and storage of phase contrast data from x-ray images.Current trading and prospects for the Enlarged GroupSince incorporation in February 2005, the Company's only significant activityhas been to obtain admission to trading on AIM, raise ‚£1,000,000 beforeexpenses through a placing and option, invest in each of AppliedSensor and XRTand to enter into the agreements set out in the admission document publishedtoday.The Directors and Proposed Director are committed to continuing the investmentstrategy set out in the Company's AIM admission document dated 16 March 2005;to seek to build a portfolio of investments in the nanotechnology sector byinvesting in Nanotechnology Funds and Target Entities located predominately inNorth America and Europe. The Directors and Proposed Director are optimistic asto the Enlarged Group's prospects based on the combination of a continuation ofthe Company's investing strategy, the Acquisition, Placing and theirexpectations for the commercial potential and applications fornanotechnologies.Principal terms of the AcquisitionPursuant to the Acquisition Agreement, the Company has agreed conditionally topurchase the entire issued share capital of Toumaz from the Sellers through theallotment and issue of 96,337,210 new Ordinary Shares equating to a value ofapproximately ‚£17.7 million in aggregate based on the average closing middlemarket price of an Ordinary Share on the daily Official List on the fivebusiness days immediately prior to this announcement of 18.4p per share.The Sellers, their current holdings in Toumaz and the number of AcquisitionShares to be issued to them on Completion are as follows:Holder Shares in Toumaz Acquisition Shares Enlarged Share Capital % Glastad 67,256 19,371,882 10.54 Gennum 38,462 11,078,288 6.03 Professor Toumazou 38,000 10,945,217 5.96 Digital Direct 30,025 8,648,162 4.71 Sinolite Limited 28,824 8,302,235 4.52 Keith Errey 27,000 7,776,865 4.23 Imperial College. FF&P. 20,000 5,760,641 3.13 Gordon House LLP IP2IP0 Limited 17,700 5,098,167 2.77 IC Innovations Limited 15,603 4,494,164 2.45 Inter Ikea Finance SA 12,010 3,459,265 1.88 Holding Generics Group AG 12,010 3,459,265 1.88 David Newton 10,175 2,930,726 1.60 Dr Paul Ellsmore 5,000 1,440,160 0.78 Clifford Bryant 5,000 1,440,160 0.78 Dr Alison Burdett 5,000 1,440,160 0.78 Professor Pookaiyaudom 2,402 691,853 0.38 Total 334,467 96,337,210 52.42 On Completion, the Sellers will own, in aggregate, 96,337,210 Ordinary Shares,representing 52.42 per cent. of the Enlarged Share Capital.Keith Errey and Professor Toumazou have undertaken (except in limitedcircumstances, including amongst others, the receipt of a general offer for theentire issued share capital of the Company, death or an intervening courtorder) not to dispose of their Acquisition Shares for the period of two yearsfrom the date of Completion, subject to, in the second year, sales beingpermitted at the discretion of the Company's nominated adviser and broker fromtime to time. The other Sellers have undertaken not to dispose of theirAcquisition Shares for the period of two years from the date of Completionexcept through the Company's broker and with the consent of the Company'snominated adviser and broker from time to time.Under the Acquisition Agreement, all of the Sellers have given title warrantiesto the Company in respect of their shares in Toumaz ("Part A Warranties"). Inaddition, Professor Toumazou and Keith Errey (as the only executive directorsof Toumaz) have given commercial warranties and indemnities (subject to certainlimitations) appropriate to a transaction of the size and nature of theAcquisition, relating to the business and assets of Toumaz ("Part BWarranties").The Sellers' liability under the Part A Warranties is capped at ‚£17.7 million.The Part B Warranties are given with the following limitations as to liability(which do not apply where such claim is the consequence of fraud or deliberatenon-disclosure): 1. any claim in respect of the non-taxation warranties must be brought within two years following the date of Completion and in relation to those warranties concerning taxation, within seven years following Completion; 5. the maximum sum that can be recovered under the warranties and tax deed is ‚£2.01 million in respect of Professor Toumazou, and ‚£1.43 million in respect of Keith Errey, of which any excess of claims over ‚£300,000 may be met by recourse of the sellers to their Acquisition Shares, either by a disposal or by surrendering the shares back to the Company at their issue price of 18.4p per share. The Company is giving warranties, amongst others, in respect of its capacity toissue the Acquisition Shares.The Sellers, subject to certain exceptions, have given non-compete andnon-solicitation undertakings in respect of the activities currently carried onby Toumaz for a period of two years from Completion.On Completion, Serge Grisard will be appointed to, and each of Gora Ganguli, DrIan McWalter, Dr Richard Leaver, Arild Nilsen and Fan Voon Wong will resignfrom, the board of Toumaz.The Acquisition Agreement is conditional, amongst others, on: 1. Toumaz not having any indebtedness to any Seller or any associate of any Seller; 2. all holders of options in Toumaz having agreed to the substitution of such options by the grant by the Company of options over Ordinary Shares. This condition may be waived by the Company at its discretion; 3. the passing of those of the Resolutions at the EGM necessary to approve the purchase of the shares in Toumaz and to authorise the Company to issue the Acquisition Shares and Placing Shares; 4. the Placing raising at least ‚£5,000,000 before expenses; and 5. Admission. Details of the Placing and use of proceedsNanoscience is proposing to issue up to 47,333,333 Placing Shares pursuant tothe Placing at the Placing Price to raise up to ‚£7.1 million before expenses(approximately ‚£6.4 million net of expenses). Of the net proceeds of thePlacing, ‚£4 million will be subject to an intra-group loan agreement betweenthe Company and Toumaz, constituting an on-demand facility. Toumaz will bepermitted to drawdown under this agreement sums required for the furtherance ofits business plan on reaching specific milestones. The balance of the proceedsof the Placing will be used towards: (i) strengthening the sales and marketingcapacities of the Enlarged Group and (ii) providing the Enlarged Group withadditional funding for its ongoing working capital requirements, in particularto enable the Company to further investigate potential investment opportunitieswithin the nanotechnology sector, in line with its investment strategy.The Placing Shares will represent approximately 25.76 per cent. of the EnlargedShare Capital of the Company following Admission, will be fully paid and willrank equally in all respects with the Existing Ordinary Shares and theAcquisition Shares.On Completion, the Directors and Proposed Director will hold 7.48 per cent., inaggregate, of the Enlarged Share Capital.The Company, the Directors and Proposed Director have entered into the PlacingAgreement with Strand Partners and Teather & Greenwood. The Placing has notbeen underwritten. Teather & Greenwood has conditionally agreed to use allreasonable endeavours to procure placees for all of the Placing Shares at thePlacing Price. The Placing is conditional, amongst others, upon the PlacingAgreement becoming effective on or before 3 November 2005, or such later timeand date as the Company, Strand Partners, and Teather & Greenwood may agree,but in any event not later than 17 November 2005.Settlement and dealingsCREST is a paperless settlement procedure enabling securities to be evidencedotherwise than by a certificate and transferred otherwise than by writteninstrument. CRESTCo Limited is unable to take responsibility for the electronicsettlement of shares issued by companies in certain non-UK jurisdictions.Depositary Interests allow paper stock in such non-UK jurisdictions to bedematerialised and settled electronically. The paper-based stock is transferredto a nominee company that then issues the Depositary Interests to theindividual shareholder's CREST account on a one-for-one basis and provides thenecessary custodial service. The Depositary Interest can then be traded andsettlement will be within the CREST system in the same way as any other CRESTsecurity.The Company has adopted the Depositary Interest facility operated by itsregistrar so that Shareholders have the choice of whether they want to holdtheir Ordinary Shares in certificated or uncertificated form. Shareholders ofthe Company who elect to hold their Ordinary Shares in uncertificated formthrough the Depositary Interest facility will be bound by the terms of the DeedPoll, the terms of which are available for inspection as set out in theCompany's admission document published today.The Company's share register shows the nominee company, Capita IRG TrusteesLimited, as the holder of the Ordinary Shares but the beneficial interest willremain with the Shareholder who continues to receive all the rights attachingto the Ordinary Shares as it would have if it had been on the register itself.The Depositary Interests will be traded and settled via the CREST system.Shareholders can withdraw their Ordinary Shares back into certificated form atany time using standard CREST messages.Conversion into and transfers of Depositary Interests are subject to stamp dutyor stamp duty reserve tax, as appropriate, in the normal way.Application will be made for the Enlarged Share Capital to be admitted to AIM.Subject to completion of the Acquisition, Admission is expected to take place,and dealings in the Enlarged Share Capital commence, on 3 November 2005. CRESTis a voluntary system and holders of Ordinary Shares who wish to receive andretain share certificates will be able to do so. Placees that have asked tohold their Ordinary Shares in uncertificated form will have their CRESTaccounts credited with Depositary Interests on the day of Admission. WherePlacees have requested to receive their Ordinary Shares in certificated form,share certificates will be despatched by first-class post within 14 days of thedate of Admission. No temporary documents of title will be issued. Pending thereceipt of definitive share certificates in respect of the Placing Shares(other than in respect of those shares settled via Depositary Interests throughCREST), transfers will be certified against the register.Lock-in and orderly market arrangementsOn Completion, the Sellers will be interested in approximately 52.42 per cent.of the Enlarged Share Capital. In addition to the lock-in and orderly marketagreements given by certain Shareholders at the time of the Company's admissionto trading on AIM and the restrictions on disposals given pursuant to theAcquisition Agreement, each of the Directors and certain of the Sellers haveundertaken to the Company, Strand Partners and Teather & Greenwood that, exceptin certain limited circumstances, they will not dispose of any interest in theOrdinary Shares held by them for a period of twelve months from the date ofAdmission and, for the following twelve months, that they will only dispose oftheir holdings with the consent of the Company's broker and nominated adviserfrom time to time.Non-applicability of the City Code on Takeovers and MergersAs the Company is not resident in the UK, the Channel Islands or the Isle ofMan it is not subject to the City Code. The Company has, however, endeavoured,where appropriate, to prepare its admission document substantially incompliance with the spirit of the City Code. While the Company will seek tocomply with the provisions of the City Code, third parties will not be obliged,and the Company will not be able to compel them to comply with the City Code.As such investors should note, in particular, the paragraph below on Rule 9 ofthe City Code.Rule 9 of the City Code normally requires any person (or group of personsacting in concert) that acquires shares which, taken together with sharesalready held, carry 30 per cent. or more of the voting rights of a company tooffer to acquire the balance of the equity share capital. Rule 9 of the CityCode also normally requires any person who, together with persons acting inconcert with him, holds between 30 per cent. and 50 per cent. of a company'svoting rights and who acquires additional shares which increases his holding ofvoting rights to make such a mandatory offer. As the Company is not a companyto which the City Code applies, investors should be aware that Shareholders areand will be entitled to increase their holding of voting rights in the Companyabove 30 per cent. without incurring any obligation to make a mandatory offerunder the City Code as would normally arise were the Company subject to theprovisions of the City Code.If the City Code did apply to the Company, then, by virtue of the percentage ofthe Enlarged Share Capital represented by the Acquisition Shares, it would havebeen required to seek competent independent advice that the Acquisition was inthe best interests of the Company and of its shareholders as a whole, as theIndependent Directors believe it to be.The terms of the Acquisition mean that the Sellers will, in aggregate, hold inexcess of 30 per cent. of the issued share capital of the Company. Under theterms of the City Code, such a holding would have obliged the Sellers to make ageneral offer to the shareholders of the Company for the entire issued sharecapital of the Company. The City Code does, however, provide for the waiver ofthat obligation by the Panel on Takeovers and Mergers, subject to the approvalof the Acquisition by a vote of independent shareholders on a poll at anextraordinary general meeting. As the City Code does not apply, there is noobligation on the Sellers to make a general offer. Under the AIM Rules, theAcquisition is, however, subject to shareholder approval at the EGM.Extraordinary General MeetingIn order to give effect to the Acquisition and to approve the other elements ofthe Proposals, an extraordinary general meeting of the Company is beingconvened for 11.00 a.m. GMT (12 noon CET) on 2 November 2005.Irrevocable undertakingsThe Company has received irrevocable undertakings from the IndependentDirectors and certain significant Shareholders to vote in favour of theAcquisition and the other Resolutions in respect of, in aggregate, 20,400,000Ordinary Shares representing approximately 50.88 per cent. of the Company'sexisting issued ordinary share capital. Further details of these irrevocableundertakings are set out in the Company's admission document published today.Admission DocumentThe admission document setting out details of the Proposals and including anotice of the EGM, accompanied by a form of proxy (or form of direction asapplicable), will be posted to Shareholders today.Copies of the admission document will be available to the public free of chargefrom today at the offices of Teather & Greenwood Limited at Beaufort House, 15St. Botolph Street, London EC3A 7QR and at Fladgate Fielder at 25 North Row,London W1K 6DJ during normal business hours on any weekday (other thanSaturdays and public holidays), until one month following the date ofAdmission.Expected timetable of principal eventsLatest time and date for receipt of forms of 11 a.m. GMT on 30 October 2005 direction Latest time and date for receipt of forms of 11 a.m. GMT on 31 October 2005 proxy Payment to be received from the investors 12 p.m. GMT on 1 November 2005 (other than through CREST) pursuant to the Placing in cleared funds Extraordinary general meeting 11 a.m. GMT on 2 November 2005 Admission effective and dealings expected to on 3 November 2005 commence in the Enlarged Share Capital on AIM Completion of the Acquisition on 3 November 2005 CREST accounts expected to be credited in on 3 November 2005 respect of Depositary Interests Definitive share certificates for the by 16 November 2005 Acquisition Shares and Placing Shares expected to be despatched (where applicable) Enquiries:Nanoscience Inc. Tel: 07836 250 474 Richard Rose, Non-Executive Chairman Strand Partners Limited Tel: (020) 7409 3494 Simon Raggett Matthew Chandler Teather & Greenwood Limited Tel: (020) 7426 9000 James Maxwell Tom Hulme Hansard Communications Tel: (020) 7245 1100 Andrew Tan The Placing is not being made, directly or indirectly, in or into the UnitedStates, Canada, Australia, Republic of South Africa or Japan or any otherjurisdiction in which such Placing or solicitation is unlawful. Accordingly,this announcement is not being and should not be released or otherwisedistributed or sent in, into or from the United States, Canada, Australia,Republic of South Africa or Japan, or any other jurisdiction where to do sowould be in breach of any applicable law and/or regulation. The new OrdinaryShares to be allotted pursuant to the Acquisition and the Placing have not beenand will not be registered under the Securities Act or under the relevantsecurities laws of any state or other jurisdiction of the United States,Canada, Australia, Republic of South Africa or Japan. Accordingly, the newOrdinary Shares to be allotted pursuant to the Acquisition and the Placing maynot (unless an exemption under the Securities Act or other relevant securitieslaws is available) be offered, sold, re-sold or delivered, directly orindirectly, in, into or from the United States, Canada, Australia, Republic ofSouth Africa, Japan or any other jurisdiction where this would constitute aviolation of the relevant laws of, or require registration thereof in, such ajurisdiction or to, or for the account or benefit of, any US persons or aperson in, or resident of Canada, Australia, Republic of South Africa or Japan.Strand Partners Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as nominated adviser tothe Company in connection with the proposed admission of the Enlarged ShareCapital to trading on AIM. Its responsibilities as the Company's nominatedadviser under the AIM Rules are owed solely to the London Stock Exchange andare not owed to the Company or to any Director or to any other person inrespect of his decision to acquire shares in the Company in reliance on anypart of this announcement. Teather & Greenwood Limited, which is authorised andregulated in the United Kingdom by the Financial Services Authority and is amember of the London Stock Exchange, is acting as broker to the Company inconnection with the Placing and proposed admission of the Enlarged ShareCapital to trading on AIM. Strand Partners Limited and Teather & GreenwoodLimited are not acting for anyone else and will not be responsible to anyoneother than the Company for providing the protections afforded to their clientsor for providing advice in relation to the contents of this announcement or thePlacing or the Admission of the Enlarged Share Capital to trading on AIM. Norepresentation or warranty, express or implied, is made by either StrandPartners Limited or Teather & Greenwood Limited as to the contents of thisannouncement, without limiting the statutory rights of any person to whom thisannouncement is issued. Neither Strand Partners Limited nor Teather & GreenwoodLimited will be offering advice, nor will they otherwise be responsible forproviding customer protections to recipients of this announcement or foradvising them on the contents of this announcement or any other matter. Theinformation contained in this announcement is not intended to inform or berelied upon by any subsequent purchasers of Ordinary Shares (whether on or offexchange) and accordingly no duty of care is accepted in relation to them.DefinitionsThe following definitions apply throughout this announcement unless the contextrequires otherwise:"Acquisition" the proposed acquisition by the Company of the entire issued share capital of Toumaz pursuant to the Acquisition Agreement "Acquisition Agreement" the conditional agreement dated 10 October 2005 between the Company and the Sellers relating to the Acquisition, details of which are set out in the admission document "Acquisition Shares" the 96,337,210 Ordinary Shares in the Company to be allotted and issued pursuant to the Acquisition Agreement "Act" the Companies Act 1985, as amended "Admission" the effective admission of the Enlarged Share Capital of the Company to trading on AIM in accordance with the AIM Rules "AIM" the AIM market operated by the London Stock Exchange "AIM Rules" the rules applicable to companies whose shares are traded on AIM published by the London Stock Exchange from time to time "AppliedSensor" AppliedSensor Sweden AB "Bio-Nano" Bio-Nano Sensium Technologies Limited (a company incorporated in England with number 5183262) whose registered office is at Savannah House, Charles II Street, Piccadilly, London SW1Y 4QU "Board" the directors of the Company from time to time "City Code" the City Code on Takeovers and Mergers "Company" or Nanoscience Inc., incorporated and registered in the "Nanoscience" Cayman Islands with number 145128 "Completion" completion of the Proposals "CREST" the system for paperless settlement of trades and the holding of uncertificated securities administered by CRESTCo Limited "Deed Poll" the deed poll dated 16 March 2005 made by Capita IRG Trustees Limited dealing with the creation and issue of Depositary Interests in respect of the Company "Depositary Interests" interests in uncertificated form, representing Ordinary Shares, that can be settled electronically through and held in CREST, as issued by Capita IRG Trustees Limited who hold the underlying securities on trust, further details of which are set out in the admission document "Directors" the existing directors of the Company as at the date of this announcement "EGM" or "Extraordinary the extraordinary general meeting of the Company General Meeting" convened for 11 a.m. GMT (12 noon CET) on 2 November 2005, notice of which is set out in the admission document "Enlarged Group" together, the Company and Toumaz following Completion "Enlarged Share Capital" the issued ordinary share capital of the Company immediately following completion of the Acquisition and the Placing "Existing Ordinary the 40,100,000 Ordinary Shares in issue at the date Shares" of this announcement "Future Waves" Future Waves Pte Limited (a company incorporated in Singapore with number C001732005M), whose registered office is at 6 Temasek Boulevard, #29-00 Suntec City, Tower 4, Singapore 038986 "Generics" The Generics Group AG, one of Toumaz's shareholders "Gennum" Gennum Corporation, one of Toumaz's substantial shareholders "Glastad" Glastad Invest Limited, one of Toumaz's substantial shareholders "Group" the Company and any subsidiary of the Company "IC Innovations" Imperial College Innovations Limited, Imperial College's technology transfer company, of Level 12, Electrical and Electronic Engineering Building, Imperial College of Science, Technology and Medicine, London, SW7 2AZ "Imperial College" Imperial College of Science, Technology and Medicine "Independent Directors" Richard Rose, Serge Grisard and Graham Porter "IP Option Agreement" the intellectual property option agreement dated 4 October 2000 between the Company (1), Professor Chris Toumazou (2) and IC Innovations (3), further details of which are set out in the admission document "London Stock Exchange" London Stock Exchange plc "Nanotechnology Funds" funds whose portfolio largely comprises interests in nanotechnology related entities "New IP Option Agreement" the intellectual property option agreement dated 22 July 2005 between the Company (1), Professor Chris Toumazou (2) and IC Innovations (3), further details of which are set out in the admission document "Official List" the official list of the United Kingdom Listing Authority "Ordinary Shares" ordinary shares of 0.25p each in the capital of the Company "Placees" subscribers for Placing Shares "Placing" the proposed conditional placing of the Placing Shares by Teather & Greenwood at the Placing Price pursuant to the Placing Agreement "Placing Agreement" the conditional agreement dated 10 October 2005 between the Company (1), the Directors (2), the Proposed Director (3), Strand Partners (4) and Teather & Greenwood (5), further details of which are set out in the admission document "Placing Price" 15p per Placing Share "Placing Shares" the 47,333,333 new Ordinary Shares which are proposed to be issued pursuant to the Placing "Proposals" together the Acquisition, the appointment of the Proposed Director, the Placing and Admission, each as described in the admission document "Proposed Director" Professor Christofer Toumazou "Resolutions" the resolutions to be proposed at the EGM as set out in the notice of EGM at the end of the admission document and reference to a "Resolution" is to the relevant resolution set out in the notice of EGM "Sellers" the shareholders in Toumaz at the date of this announcement, details of whom are set out in the admission document "Shareholders" shareholders in the Company "Strand Partners" Strand Partners Limited, the Company's nominated adviser "subsidiary" or have the meanings given to them by the Act "subsidiary undertaking" "Target Entity" or businesses and/or corporate entities whose "Target Entities" characteristics match the Company's investment criteria as set out in the admission document "Teather & Greenwood" Teather & Greenwood Limited, the Company's broker "Toumaz" Toumaz Technology Limited, a company incorporated in England and Wales with registered number 3921089 whose registered office is at 21 Wilson Street, London EC2M 2TD "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "United Kingdom Listing the Financial Services Authority, acting in its Authority" capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 as amended "United States" or "US" the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia and all other areas subject to its jurisdiction "US person" a citizen or permanent resident of the United States, as defined in Regulation S promulgated under the Securities Act 1933 "XRT" XRT Limited, a company incorporated in Australia under company number ACN 076 348 000 whose registered office is at 63 Turner Street, Port Melbourne, Victoria, 3207, Australia Glossary"AMx¢â€ž¢" Toumaz's technology, an advanced mixed signal system-on-chip technology which has up to 100 times less power consumption than conventional chips "analogue" information which spans a real-world range of values as opposed to digital where the values are limited to "1"s and "0"s "analogue sub-routine" a well-defined mathematical operation carried out by an analogue hardware component "biometrics" a collection of measurements and data used to represent a biological structure or function "chronic diseases" prolonged illnesses or conditions that often do not improve and which are rarely cured completely, such as diabetes, depression, congestive heart failure, hepatitis and asthma "CMOS" complementary metal-oxide semiconductor "DAB" digital audio broadcasting "digital" information coded in the form of "1"s and "0"s "DVB" digital video broadcasting "DVD" digital video disc "fabless" a business methodology where the manufacture or fabrication of silicon wafers is outsourced to foundries to enable a semiconductor company to focus on the design, development and marketing of their products "integrated circuit" or an electronic circuit in which all the active and "IC" passive elements and the connections are made in or on the surface of a single semiconductor "IP" or "intellectual patents, know-how, copyright, confidential property" information, trade marks, registered designs, applications for any of those rights, trade and business names, copyrights, database rights and any similar rights in any jurisdiction "low power" a relative concept; in the context of wireless sensors and sensor interfaces, power consumption of a few milliwatts "mixed signal" circuits and systems employing both analogue and digital signal processing elements "Moore's Law" the empirical observation that in 1965, at the then rate of technological development, the complexity of an integrated circuit, with respect to minimum component cost would double in about 18 months (source: "Cramming more components onto integrated circuits", by Gordon E Moore, published by Electronics Magazine on 19 April 1965) "MP3" a particular electronic coding format for the compression and storage of sound files "nanoamp" one billionth of an ampere "nanometre" or "nano" one thousand millionth of a metre, equivalent to 10 hydrogen atoms in a row "nanotechnology" or the design, characterisation, production and "nanotechnologies" application of structures, devices and systems by controlling shape and size at the nanometre scale "noisy" in science (especially physics and telecommunications), fluctuations in and the addition of external factors to the stream of target information (signal) being received by a detector "OEM" original equipment manufacturer "Power Paper" an ultra-thin (less than 0.5mm) and flexible energy source, that can be made in almost any shape and size "processor" the part of the electronic system which is concerned with the actual manipulation of the data such as performing calculations "RF" radio frequency "R&D" research and development "Sensium" the integration of AMx¢â€ž¢ technologies with micro and nano-scale sensors to produce a flexible wireless sensor chip "transceiver" Short for transmitter-receiver, a device that both transmits and receives analogue and/or digital signals "ultra-low power" a relative concept; in the context of wireless sensors and sensor interfaces, power consumption of a few tens of microwatts ENDENDNANOSCIENCE INC