Notice of EGM, Acquisition, Licensing Deal and Placing
Embargoed Release: 07:00hrs Monday 27th April 2009
Toumaz Holdings Limited
(`Toumaz Holdings' or the `Company')
Acquisition of Future Waves UK Limited
License Agreement with Imagination Technologies Limited
Update on Operations
Proposed Placing of New Ordinary Shares
Notice of Extraordinary General Meeting
Toumaz Holdings, the specialist niche investor in emerging technologies,
announces:
* The acquisition of the balance of Future Waves UK Limited (`Future Waves')
with the intention of consolidating the company with Toumaz Technology
Limited (`Toumaz Technology') to benefit from technology synergies and
prevention of overhead duplication (`Acquisition');
* A license agreement with Imagination Technologies Limited (`Imagination')
for a next generation communication and digital radio multimedia IP
platform that will further enhance the commerciality of both Future Waves'
advanced radio (RF) chips and Toumaz Technology's market-leading ultra low
power platform technology solutions for the for the healthcare, lifestyle
management and broadcast digital radio sectors;
* A planned placing of new Ordinary Shares, raising £2.6 million, before
expenses, with certain existing shareholders (`Placing');
* Update on Operations;
* Changes to the Board Structure - Sir Richard Sykes to be confirmed as
Executive Chairman;
* Notice of Extraordinary General Meeting.
The Company is sending notice of Extraordinary General Meeting to be held at
Place Chevelu 6, 1211 Geneva 1, Switzerland, at 12 pm on 14 May 2009. The
purpose of the meeting is to seek shareholder approval for the resolution to
allow the Company to issue new Ordinary Shares in order to provide Toumaz
Holdings with additional capital to execute its business strategies and ensure
that it is best placed to take advantage of a number of promising business
opportunities available to it. A circular and the notice of Extraordinary
General Meeting have been posted to shareholders and the document is available
to download from the Company's website, www.toumazholdings.com.
Acquisition of Future Waves UK Limited
Toumaz Holdings has agreed to acquire the remaining equity of Future Waves, in
which it currently holds a 23.2 per cent. interest, on the basis of a share
swap on a two for one relative valuation. Future Waves shareholders will
receive 16.22 new ordinary shares in Toumaz Holdings for each ordinary Future
Waves share. The acquisition of Future Waves by Toumaz Holdings has the
approval of the majority (over 51 per cent.) of Future Waves shareholders,
which is sufficient for the acquisition to be unconditional for the entire
issued capital of Future Waves. A total of 91,836,779 new ordinary shares in
Toumaz Holdings will be issued to shareholders of Future Waves (`Acquisition
Shares'). Under the Company's articles of association the Board is authorised
to issue and allot the Acquisition Shares without further need for shareholder
approval. In addition, Future Waves' employee share options will be transferred
and converted into Toumaz Holdings share options, representing a total of
8,507,390 options. On the basis of a closing price of 7p for a Toumaz Holdings
share on 23rd April 2009, being the last day of dealings prior to the posting
of the circular, Future Waves is valued at approximately £8.75 million.
Future Waves is a cutting-edge fabless semiconductor company which designs
integrated, cost-effective, low power receiver solutions for Mobile TV and
Digital Radio. Compliant with worldwide digital broadcasting standards, Future
Waves' first RF (radio frequency) chip, FENIX1 has commenced mass production
and shipping to customers has begun. Furthermore, Future Waves has developed a
working prototype of next generation multi-standard RF chip. It has offices in
Taiwan, Hong Kong, Korea and the UK through which it supports its collaborative
industrial partners and customers through local design teams. According to
management accounts, in the 12 months to 31 December 2008, Future Waves made a
loss of approximately $5.5 million. Sales in 2008 were limited and did not
contribute in any significant way towards covering R&D and operating expenses.
The rationale for the Acquisition is to consolidate Future Waves and Toumaz
Holding's wholly-owned investment Toumaz Technology within one group. Products
developed by Future Waves and Toumaz Technology are based on a common
technological platform; Future Waves being an exclusive licensee of Toumaz
Technology's background IP for broadcasting. Currently, both businesses use
engineers with similar skill-sets and expertise, and similar equipment
including expensive licensed development tools. Once consolidation has been
finalised, it is expected that internal research and development resources will
be deployed more efficiently and cost effectively than if each business
continued to operate independently.
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 diversified market risks and the potential of
substantial value creation.
License Agreement with Imagination
The Board is also pleased to announce that the Company has entered into an
agreement with Imagination, a leading provider of System-on-Chip (SoC) silicon
IP, to license a next generation communication and digital radio multimedia IP
platform. The agreement is applicable to both Future Waves and Toumaz
Technology. The intention of the agreement is to further develop the existing
co-operation between Toumaz Holdings and Imagination and also expand
collaboration into new areas.
As part of this extended partnership the existing co-operation in broadcast
technologies is extended to also include internet connectivity technologies.
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. This will allow Toumaz Holdings 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 Technology's
market-leading Sensium(tm) 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.
The agreement also further cements the close working partnership between Toumaz
Holdings and Imagination. Future Waves is an existing licensing partner of
Imagination and its 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 and the
international market leader in DAB digital radio products.
It is anticipated the agreement will substantially enhance the established
synergies between Future Waves and Toumaz Technology which should place Toumaz
Holdings in a strong position to commercially drive its solutions in both the
medical and consumer sectors, bolstered by the robust relationships its has
established with tier one customers and partners such as PURE, Cardinal Health
Inc. ('Cardinal Health'), Texas Instruments Inc. (`Texas Instruments'), and
Infineon Technologies AG.
The consideration for the license deal will consist of a number of payments
scheduled over the duration of the Company's development projects. The first of
these payments, which is payable in shares in Toumaz Holdings, is for US$2.5
million.
Placing
The Board plans to raise £2.6 million (before expenses) by way of a placing of
43,333,333 new Ordinary Shares of 0.25p each at a price of 6p, with certain
existing shareholders (`Placing Shares'). The net proceeds will be used for the
early working capital requirements of the Company and its subsidiaries after
completion of the Acquisition.
Update on Operations
Toumaz Technology continues to make good progress with Q1 being the first
profitable quarter to date. The joint development contract with Cardinal Health
to deploy the Toumaz Sensium(tm) technology in US and European hospitals is
running to plan and milestone-based revenues are being successfully achieved.
Texas Instruments is in the final stages of releasing into the market the
Sensium(tm) chip with all sales collateral in place and field sales training
underway. In addition, the joint project with Texas Instruments to develop the
next generation Sensium(tm) chips is on plan and also successfully meeting
milestones.
Changes to the Board Structure
Subject to the Company completing the Placing, Sir Richard Sykes, currently
non-executive deputy chairman, will move to to executive chairman of Toumaz
Holdings working one day a week. Christofer Toumazou, Toumaz Holding's current
chairman, will retain an executive director role.
-Ends-
For further information please contact:
Professor Christofer Toumaz Holdings Limited Tel: +44 207 245 1100
Toumazou
Charles Cunningham FinnCap Tel: 020 7600 1658
Vikki Krause Hansard Group Tel: +44 7515 922 906
END