15 May 2009 07:00
Embargoed Release: 07:00hrs, Friday 15th May 2009
Toumaz Holdings Limited (`Toumaz Holdings' or the `Company') Appointment of Sir Richard Sykes as Executive Chairman Imagination Technologies takes shareholding Placing with existing shareholders
Toumaz Holdings, the niche investor specialising in ultra-low power wireless infrastructure technologies with strong commercial propositions for the healthcare and electronic sectors, is pleased to announce the appointment of Sir Richard Sykes FRS as executive chairman, Imagination Technologies Limited (`Imagination') becoming a shareholder, and the placing of shares with existing shareholders raising £2.9 million, before expenses.
Appointment of Sir Richard Sykes as Executive Chairman
The Board is pleased to confirm that Sir Richard Sykes FRS has been appointed executive chairman of the Company with immediate effect. Sir Richard, who initially joined the Board as non-executive director in September 2008, has over 30 years of extensive senior executive expertise, particularly from the pharmaceutical and healthcare sectors; he was most notably chairman and chief executive of Glaxo plc which ultimately became GlaxoSmithKline plc from 1993 until 2002. Sir Richard was most recently Rector of Imperial College, London (from 2001 to July 2008) and he is a Fellow of Imperial College School of Medicine, a Fellow of King's College London and a Fleming Fellow at Lincoln College Oxford. He is also a Fellow of the Royal Society and the Academy of Medical Sciences.
Sir Richard is currently chairman of the UK Stem Cell Foundation and chairs CATALYST, London's Council for the Advancement of Science and Industry. He is chair of the WHO International Advisory Board that oversees the International Clinical Trials Registry Platform. Internationally, he is chairman of the Singapore Biomedical Sciences International Advisory Council, director of Bio* One Capital, the investment arm of the Singapore Economic Development Board, and a member of the International Advisory Panel of Temasek, which owns and manages the Singapore Government's direct investments.
Professor Christofer Toumazou FRS, most recently chairman of Toumaz Holdings, will remain an executive director of the Company. Further additions to the Board are expected to be announced imminently.
Imagination Technologies becomes a shareholder
As set out in the Company's Circular dated 27th April 2009, Imagination, a leading provider of System-on-Chip (`SoC') silicon intellectual property, is to receive 28,153,153 shares in accordance with the terms of its IP licence with the Company, representing 8.62 per cent. of the Company's enlarged share capital. In addition, Imagination will, on completion of the acquisition of Future Waves UK Limited (`Future Waves') by Toumaz Holdings (as set out below in the `Rationale for the Placing' section), receive a further 6,979,612 shares in Toumaz Holdings for its current shareholding in Future Waves.
Imagination creates and licenses market-leading embedded graphics, video and display accelerators, multi-threaded processors and multi-standard receiver technologies. These IP solutions are complemented by dynamic and extensive developer and middleware ecosystems. Imagination's target markets include digital radio and audio; mobile phone multimedia; personal media players (PMP); in-car navigation and driver information; personal navigation devices (PND); Ultra Mobile PC (UMPC) and Mobile Internet Device (MID); digital TV & set-top box; and mobile TV. Its licensees include leading semiconductor and consumer electronics companies, as well as innovative leading edge start-up and fabless semiconductor companies. Strategic shareholders in Imagination include Apple Inc. and Intel Capital Corporation.
The IP licence deal will further develop an existing co-operation between Toumaz Holdings and Imagination. Toumaz Holdings will gain access to a market-leading next generation communication and digital radio multimedia IP platform based on Imagination's META HTP and ENSIGMA UCC Series3, allowing the Company to fully exploit the synergy between Imagination's communication and multimedia IP and Toumaz Holding's unique AMX RF (radio frequency) platform technology in SoCs, targeting important and fast-developing consumer connected-device markets. The resultant technology solution will be deployed alongside Toumaz Holding's wholly-owned investment Toumaz Technology Limited's (`Toumaz Technology') market-leading Sensiumâ„¢ system, an ultra low power sensor interface and transceiver platform for a wide range of applications targeted towards the healthcare and lifestyle management sectors, providing highly integrated and complete solutions. Future Waves, in which Toumaz Holdings will become the sole shareholder, is additionally an existing licensing partner of Imagination. Future Waves' RF CMOS (complementary metal-oxide-semiconductor) tuner chip Fenix 1 has been incorporated in an increasing range of DAB radios manufactured by PURE Digital (`PURE'), a division of Imagination.
Placing
Additionally, the Company has raised £2.9 million, before expenses, by way of a placing of 48,333,333 new ordinary shares of 0.25p each (`Placing Shares') in the Company at a price of 6p with existing shareholders including £2 million from funds managed by Herald Investment Management, and £300,000 from funds managed by Majedie Investments.
The placing is conditional on the Placing Shares being admitted to trading on AIM, following which Toumaz Holdings will have a total issued share capital of 326,564,493 Ordinary Shares. The Placing Shares will, on issue, rank pari passu in all respects with the existing Ordinary Shares in issue. Application has been made for the Placing Shares (48,333,333 shares) and Imagination shares (28,153,153 shares) to be admitted to trading on AIM, with dealings expected to commence in these shares on Friday 15 May 2009.
The above figure of 326,564,493 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure and Transparency Rules.
Rationale for the Placing
Toumaz Holdings has agreed to acquire the remaining equity of Future Waves ('Acquisition'), in which it currently holds a 23.2 per cent. interest. The Acquisition, to be settled by the issue of 91,836,779 new ordinary shares in Toumaz Holdings, will be completed on Wednesday 20th May 2009. Future Waves is a cutting-edge fabless semiconductor company which designs integrated, cost-effective, low power receiver solutions for Mobile TV and Digital Radio. Future Waves' first RF (radio frequency) chip, FENIX1, has commenced mass production and the company has also developed a working prototype of a next generation multi-standard RF chip.
The rationale for the Acquisition is to consolidate Future Waves and Toumaz Technology within one group, as products developed by the two companies are based on a common technological platform and use complementary resources such as staff and equipment. On completion of the consolidation of the two companies, it is anticipated that the single entity will result in cost efficiencies.
In the opinion of the Board the commercial outlook for the businesses is positive. Both companies have supportive cornerstone customers in two large, high growth markets. The consolidation will provide shareholders in Toumaz Holdings with the benefit of exposure to two high growth markets and the potential for substantial value creation.
The net proceeds of the placing will be used for the early working capital requirements of the Company and its subsidiaries after completion of the Acquisition.
Sir Richard Sykes FRS, chairman of Toumaz Holdings, commented:
"I am delighted to be appointed as the chairman of Toumaz Holdings. I believe the Company has reached an exciting point in its development, as Future Waves and Toumaz Technology are rapidly approaching the commercialisation of their product ranges. That the commercial prospects of Toumaz Holdings are manifold, is evident from the continuous support from our existing investors in their participation in the placing and the recent IP licensing deal we have concluded with the global market leader in system-on-chip silicon intellectual property, Imagination Technologies.
To best position the Company in its target markets, Toumaz Holdings has already developed meaningful relationships with key market players including Imagination, Texas Instruments and Cardinal Health. I fully intend to oversee and drive both the external and internal developments we have embarked on; the consolidation of Future Waves and Toumaz Technology will encourage increased contributions between the innovators of both companies as well as creating significant cost efficiencies; and we will continue to actively strengthen our relationships with our key collaborative partners and forge new partnerships with other market leaders. I believe that Toumaz Holding's unique intellectual property in ultra-low power wireless infrastructure technologies will increasingly enable it to become an invaluable and prominent player in the healthcare and digital media sectors."
Professor Chris Toumazou FRS, executive director, commented:
"We are very pleased that Sir Richard will lead Toumaz Holdings as its subsidiaries make the transition from predominantly research and development companies to a consolidated commercially operating business."
-End- For further information please contact: Professor Chris Toumazou Toumaz Holdings Limited Tel: +44 (0)207 245 1100 Charles Cunningham FinnCap Tel: +44 (0)20 7600 1658 Vikki Krause Hansard Group Tel: +44 (0) 7515 922906
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