Placing
August 14 2008 - 2:00AM
UK Regulatory
RNS Number : 2923B
Cyan Holdings Plc
14 August 2008
Cyan Holdings Plc
("Cyan" or "the Company")
Placing of new Ordinary Shares to raise �3.0 million
Cyan Holdings Plc (AIM:CYAN.L), announces details of proposed placings ('Placings') by Cenkos Securities plc to raise approximately �3.0
million (before expenses) and a General Meeting ('GM'), to be held on 3 September 2008. It is intended that the net proceeds from the
Placings will be used for general working capital requirements and will provide the Company with the resources to execute its strategy and
to take it through to profitability. A document containing the Notice of the GM is being posted to all shareholders in the Company today.
Background to and reasons for the Placings
Cyan is a fabless semiconductor company focussing on the design, sale and support of a range of low power, richly featured 16-bit
general-purpose microcontroller chips.
The Company was admitted to trading on AIM in December 2005. During 2007, the Company changed its management team and focused on a new
strategy for distributing its products and reducing its manufacturing costs. Commencing in July 2007, the first six months of an 18 month
plan saw the Company undertake a radical restructuring of the business. As well as successfully establishing relationships with distributors
in Asia, the USA and Europe to help increase sales penetration, the Company concentrated on the recruitment of an experienced operations
team, the development of a low cost entry level device for Asia, the creation of a new suite of products, expansion of the marketing team
and significant investment in software development.
The second six months to 30 June 2008 saw the launch of new module products, initial orders and engagement with customers who have
potential for initial volume orders in the second half of 2008.
Manufacturing cost reductions on the eCOG1X family have resulted in significant improvements to the competitiveness of the Company's
product range, including its new entry level device. All significant development work for this second phase has been completed successfully
and the Company now has products and customer engagements in Automated Utility Metering, Wireless Industrial Control and Asset Tracking
markets. Each of these markets represents a large fast growing opportunity for the Company's new products, where Cyan offers price,
performance or ease of use advantages, and often a combination of these advantages, compared to competitors.
Through exploiting the identified opportunities in these markets, the Company expects to complete the third and final phase of the
18-month plan, realising higher volume sales and leading to a profitable year in 2009.
Having completed the business restructuring and demonstrated engagement in new markets the Directors believe that the Placing proceeds
will provide the Company with the resources to execute its strategy to take it through to profitability.
Current trading and prospects
Trading remains in line with Directors' expectations and the Directors are confident of continuing the established trend of significant
quarter on quarter improvements in turnover thus reaching profitability over the course of the next 12 months. Cyan has a readily
identifiable market for its products and an existing and new product range that, the Directors believe, has key attractions for customers.
With a strong sales pipeline and the fact that, following the Placing the Directors expect the Company to be fully funded, the Directors are
excited about Cyan's prospects and view the future with confidence.
Details of the Placings
The Company intends to raise approximately �2.8 million, net of expenses, through the issue of 300,000,000 new Ordinary Shares at a
price of 1p through the Placings.
Application will be made to the London Stock Exchange for the new ordinary shares to be issued pursuant to the Placings to be admitted
to trading on AIM ('Admission'). It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 4
September 2008 in respect of all the new Ordinary Shares to be issued pursuant to the Placings.
The Placings are conditional, inter alia, upon: (a) the approval, without amendment, of certain of the resolutions to be proposed at the
GM to be held on 3 September 2008 at 10.00 a.m. at Dechert LLP, 160 Queen Victoria Street, London, EC4V 4QQ; (b) the Placing Agreement
becoming unconditional in all respects and not having been terminated; and (c) Admission.
Each of the Directors have subscribed for new Ordinary Shares as part of the Placings. Their current holdings and proposed holdings
following the Placings are detailed below.
Existing Following the Placings
Director Number of Ordinary Percentage of Issued Number of Ordinary Percentage of Issued
Shares Ordinary Share Shares Ordinary Share
Capital Capital
David Gutteridge 250,000 0.1% 1,250,000 0.3%
Kenneth Lamb 250,000 0.1% 5,250,000 1.2%
Andrew Lee 2,045,454 1.4% 4,545,454 1.0%
Dr. John Read 363,636 0.2% 2,863,636 0.6%
The new Ordinary Shares are to be issued pursuant to the Placings will, when issued and fully paid, rank pari passu in all respects with
the existing Ordinary Shares of Cyan and will be issued subject to the memorandum and articles of association of Cyan.
Kenn Lamb, CEO of Cyan, commented: "During the past twelve months we have made significant progress at Cyan and have completely
re-focused the business.
Our key markets are now in Automated Utility Metering, Wireless Industrial Control and Asset Tracking, and during this period we have
made significant investments in product and software development to enable us to deliver a suite of new products through our recently
established distribution channels in Asia the USA and Europe.
The final phase of our business plan has always been to significantly increase sales and this fund raising gives us the required working
capital to achieve this. We have a strong sales pipeline and we look forward to a profitable year in 2009 and I view Cyan's future prospects
with confidence."
For further information:
Cyan Holdings plc
Kenn Lamb, CEO Tel: +44 (0)1954 234 400
Andrew Lee, Finance Director
www.cyantechnology.com
Cenkos Securities plc
Stephen Keys/Adrian Hargrave Tel: +44 (0)20 7397 8900
www.cenkos.com
Media enquiries:
Hansard Group
John Bick/Adam Reynolds Tel: +44 (0)20 7245 1100
www.hansardgroup.co.uk
Notes to Editors
Based in Cambridge in the UK, Cyan Holdings plc is a fabless semiconductor company specializing in the development of applications
solutions collectively known as "Cy Solved(TM)" which are built upon the company's low powered, configurable eCOG1k and eCOG1x
microcontroller chips.
Cy-Solved incorporates ready to go solutions, software stacks, applications examples, modular software based on easy to use APIs,
evaluation boards and production hardware modules from partners, all pulled together through Cyan's free integrated development environment
CyanIDE(TM). Cy-Solved can be incorporated as-is into an application but also supports an ability to be easily customised - either way,
giving users a head start on the road to market. Currently available Cy-Solved applications include RF-Solved, USB-Solved, Ethernet-Solved
and Motor Control-Solved.
The Company was founded in 2002 and listed on AIM in 2005. Cyan Holdings plc operates through the brand 'Cyan'.
Cenkos is acting as nominated adviser and corporate broker exclusively for Cyan in connection with the Placings and no-one else and will
not be responsible to anyone other than Cyan for providing the protections offered to clients of Cenkos nor for providing advice in relation
to the Placing.
Cenkos' responsibilities as Cyan's nominated adviser under the AIM Rules for Nominated Advisers will be owed solely to the London Stock
Exchange plc and are not and will not be owed to Cyan or to any director or proposed director of Cyan or to any other person. No
representation or warranty, express or implied, is made by Cenkos as to any of the contents of this Announcement.
This Announcement does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to
subscribe for, Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful and is not for distribution in or into
Canada, Japan, the United States, the Republic of Ireland or Australia (the 'Prohibited Territories') or to U.S. persons (within the meaning
of Regulation S of the United Securities Act 1933 (as amended) (the 'Securities Act'). The Ordinary Shares have not been and will not be
registered under the Securities Act or under the applicable securities laws of any state in the United States or any Prohibited Territory
and, unless an exemption under such Acts or laws is available, may not be offered for sale or subscription or sold or subscribed directly or
indirectly within the Prohibited Territories or for the account or benefit of any national, resident or citizen of the Prohibited
Territories. The distribution of this Announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of
such jurisdictions.
The contents of this Announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this
Announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
This Announcement contains certain statements that are or may be forward-looking. These statements typically contain words such as
'intends', 'expects', 'anticipates', 'estimates' and words of similar import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future and therefore undue reliance should not
be placed on such forward-looking statements. Forward-looking statements speak only as of the date they are made and neither the Company,
Cenkos nor any other person undertakes any obligation to update publicly any of them in light of new information or future events except as
required by the AIM Rules. There are a number of factors that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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