RNS Number : 2571E
  Celoxica Holdings PLC
  25 September 2008
   

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

    Interim Results for the six months ended 30 June 2008


    Celoxica Holdings plc (AIM: CXA) - September 25, 2008, a leading provider of low latency trading solutions for the financial services
sector, today announces its unaudited consolidated results for the six month period ended 30 June 2008.  

    OPERATIONAL HIGHLIGHTS 

    *     Low latency trading solutions 
    *     New strategy launched following sale of Electronic System Level (ESL) products in January 2008 
    *     Restructuring of organisation in line with new business focus
    *     New products for market data acceleration launched
    *     Early adopter program completed
    *     5 new customers for Celoxica's new products :
    *     NYSE Euronext
    *     3 major US sell- side institutions
    *     1 major independent proprietary trading organisation
    *     New COO appointed April 2008

    FINANCIAL HIGHLIGHTS

    *     Turnover for continuing activities �0.3m (30 June 2007: �0.2m; 31 December 2007 �0.4m)
    *     Administrative expenses for continuing activities �0.8m (30 June 2007: �1.1m; 31 December 2007 �2.3m) 
    *     Loss before tax on continuing activities �0.5m (30 June 2007: �1.0m; 31 December 2007 �2.2m)
    *     Loss per share from continuing operations 0.4p (30 June 2007: 1.4p; 31 December 2007: 2.9p)
    *     Profit on disposal �1.076m in January 2008 from the sale of the ESL business, with �0.327m restructuring costs 
    *     Funding of �2.0m (net) raised in May 2008

    Jean-Marc Bouhelier, Chairman, Celoxica, commented,

    'Following the sale of the Electronic System Level (ESL) and associated products at the start of 2008, the company has re-launched with
a focus on providing accelerated computing solutions into the financial services sector. 

    New products were released early in the year and, by working closely with our early adopter clients, we have refined our roadmap and
confirmed the acute need for ultra low latency market data solutions in response to the increased volatility of market data volumes. We also
completed a successful funding of �2m of shares at 1p in May 2008. 

    The financial result for the first half of the year is encouraging. We are strongly committed to reducing our overhead costs inherited
from the previous structure, and have gained good market traction with five new client engagements. We have built a healthy pipeline of
qualified opportunities covering exchanges, market data service providers, buy and sell side institutions.'

    ENQUIRIES

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

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

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




    CELOXICA HOLDINGS PLC
    ("CELOXICA" OR "THE COMPANY")

    Interim Results for the six months ended 30 June 2008

    Chairman's Statement

    Overview
    The first half of 2008 has seen significant change to both the Celoxica business strategy and to the structure of the company.
    At the start of the year Celoxica successfully completed the sale of its Electronic System Level (ESL) business. This allowed the
company to fully focus on its re launch in providing accelerated computing solutions to the financial services sector
    Three initial products were released in the first quarter of the year with five new clients committing to the new Celoxica product
range. This early progress in product delivery and early adopter client commitment, helped support the business in successfully completing a
fund raising in April of �2m. 
    Financial Results
    The interim results are presented under International Financial Reporting Standards (IFRS). The revenue of �0.3m from continuing
operations for the six months ended 30 June 2008 was in line with revenue targets with the Group signing new clients resulting in a 43%
increase compared to the six months to 30 June 2007.  
    Following the sale of the ESL business, coupled with the change in strategic direction detailed below, administrative overheads in the
continuing business have reduced from �1.1m in the first half of 2007 to �0.8m in the first half of 2008. The net effect of this to reduce
the loss per share to 0.4p (1.4p 30 June 2007)

    In addition, the Company have raised �2m through the issue of 200,000,000 new ordinary shares of 1p each at 1p per share. As a result,
the Group had cash of �1.9m at 30 June 2008.

    For the first half of the year, we have signed five new clients enabling us to achieve our half year forecast. Following the
restructuring, the board anticipates growing the business whilst continuing to carefully monitor costs in a challenging market. 
    Strategic Direction
    Celoxica is gaining momentum as a result of its new business strategy and commitment to providing leading edge accelerated computing
solutions to trading organisations and exchanges. The sale of the ESL business coupled with the realignment of our business focus and
restructuring of the Company, should ensure Celoxica is well placed to help financial organisations adapt their trading strategies to handle
the challenges of increased competition, changing regulation and the ever rising volume of market data. Furthermore, with the continuing
volatility in the worlds financial markets, Celoxica's solutions and services ensure users can trade consistently through volume spikes at
the same ultra low latency levels in turn providing true competitive edge.
    It is Celoxica's intention to extend the exchange and market data feeds it supports to cover those exchanges most impacted by the
changing market landscape and then to look at broadening these low latency solutions to address accelerated market distribution and trade
execution requirements in the future.
    Summary

    Progress has been encouraging to date with new products released, new clients gained and half year revenue targets met. Furthermore we
now have a clear product roadmap and a strong pipeline of new opportunities with discussions continuing with major organisations in the
financial services market. This gives me confidence in the long term growth potential for the future and continued successful development of
the 'new' Celoxica business model.

    Jean-Marc Bouhelier 
    Chairman
    Celoxica Holdings plc




    Unaudited Condensed Consolidated Income Statement for the period ended 30 June 2008

                                                                          Six months ended                Year ended
                                                                    30 June 2008    30 June 2007    31 December 2007
                                                              Note         �'000           �'000               �'000
                                                                                                  
 Continuing operations                                                                            
 Revenue                                                                     300             210                 354
 Cost of sales                                                              (81)           (142)               (240)
 Gross profit                                                                219              68                 114
                                                                                                  
 Administrative expenses                                                   (769)         (1,084)             (2,278)
 Operating loss                                                            (550)         (1,016)             (2,164)
                                                                                                  
 Finance income                                                               11              33                  22
 Finance costs                                                               (2)            (33)                (26)
 Loss on ordinary activities before taxation                               (541)         (1,016)             (2,168)
                                                                                                  
 Tax on loss on ordinary activities                              2            15              63                  86
 Loss for the period for continuing operations                             (526)           (953)             (2,082)
                                                                                                  
 Discontinued operations                                                                          
 Profit/(loss) for the period from discontinued operations       3           749           (978)             (1,648)
 Profit/ (loss) for the period                                               223         (1,931)             (3,730)
                                                                                                  
 Earnings/(loss) per share (pence)                                                                
 From continuing operations:                                                                      
 - Basic and diluted                                             4        (0.4p)          (1.4p)              (2.9p)
                                                                                                  
 From continuing and discontinued operations:                                                     
 - Basic and diluted                                             4          0.2p          (2.9p)              (5.2p)
                                                                                                  





    Unaudited Consolidated Statement of Recognised Income & Expense 
    For the period ended 30 June 2008

                                       Six months ended                Year ended
                                 30 June 2008    30 June 2007    31 December 2007
                                        �'000           �'000               �'000
                                                               
 Exchange differences on                  (3)             (1)                 (2)
 translation of foreign                                        
 operations                                                    
                                                               
 Net expense recognised                   (3)             (1)                 (2)
 directly in equity                                            
                                                               
 Profit/(Loss) for the period             223         (1,931)             (3,730)
                                                               
 Total recognised income and              220         (1,932)             (3,732)
 expense for the period                                        



    Unaudited Condensed Consolidated Balance Sheet
    At 30 June 2008

                                       30 June 2008    30 June 2007    31 December 2007
                                 Note         �'000           �'000               �'000
                                                                     
 Non-current assets                                                  
 Property, plant & equipment        5            27             116                  27
                                                                     
 Current assets                                                      
 Inventories                                    124              62                  28
 Trade and other receivables                    649           1,034                 561
 Cash                                         1,915             703                  22
                                              2,688           1,799                 611
                                                                     
 Non-current asset classified                     -               -                 142
 as held for sale                                                    
 Total assets                                 2,715           1,915                 780
                                                                     
 Current liabilities                                                 
 Trade and other payables                     (636)         (1,013)               (641)
 Bank overdrafts                    6             -               -               (172)
 Provisions                        10          (86)               -                (85)
                                              (722)         (1,013)               (898)
                                                                     
 Liabilities directly                             -               -               (125)
 associated with non-current                                         
 assets classified as held for                                       
 sale                                                                
                                                                     
 Net current                                  1,966             786               (412)
 assets/(liabilities)                                                
                                                                     
 Total liabilities                            (722)         (1,013)             (1,023)
 Net assets/(liabilities)                     1,993             902               (243)
                                                                     
                                                                     
 Equity                                                              
 Share capital                      7        15,227          13,075              13,215
 Share premium                      8         4,469           4,025               4,500
 Merger reserve                     8        23,730          23,730              23,730
 Share option reserve               8           335             260                 300
 Translation reserve                8          (11)             (7)                 (8)
 Retained earnings                  8      (41,757)        (40,181)            (41,980)
 Total equity                                 1,993             902               (243)
                                                                     



    Unaudited Condensed Consolidated Cash Flow Statement
    For the period ended 30 June 2008

                                             Six months ended                Year ended
                                       30 June 2008    30 June 2007    31 December 2007
                                 Note         �'000           �'000               �'000
                                                                     
 Cash flows from operating                                           
 activities                                                          
 Loss before taxation                         (868)         (2,035)             (3,883)
 Income tax received                             19             244                 234
 Net interest received                            5            (31)                 (4)
 Other operating cash flows                      27           (206)                 403
 (net)                                                               
 Net cash outflow from                        (817)         (2,028)             (3,250)
 operating activities                                                
                                                                     
 Cash flows from investing                                           
 activities                                                          
 Purchases of property, plant       5             -            (12)                (12)
 and equipment                                                       
 Proceeds on disposal of            5             -               1                   1
 property, plant and equipment                                       
 Disposal of business               3           896               -                   -
 Net cash from/(used in)                        896            (11)                (11)
 investing activities                                                
                                                                     
 Cash flows from financing                                           
 activities                                                          
 Repayments of borrowings           6             -           (278)               (525)
 Other financing cash flows                   1,987           2,863               3,478
 (net)                                                               
 Net cash from financing                      1,987           2,585               2,953
 activities                                                          
 Net increase/(decrease) in                   2,066             546               (308)
 cash and cash equivalents                                           
                                                                     
 Cash and cash equivalents at                 (151)             157                 157
 beginning of the period                                             
                                                                     
 Cash and cash equivalents at                 1,915             703               (151)
 end of the period                                                   




    Notes to the Accounts


    1. Basis of preparation

    The interim results for the period ended 30 June 2008 have been prepared using the recognition and measurement principles of IFRS
including IAS 34 'Interim Financial Reporting' as adopted by the European Union and are unaudited and have not been reviewed by the
company's auditors. The accounting policies adopted are consistent with those in the financial statements for the year ended 31 December
2007, as described in those financial statements. The condensed half-yearly financial statements should be read in conjunction with those
annual financial statements. The condensed half-yearly financial statements do not comprise full financial statements within the meaning of
the Companies Act 1985.

    The comparative figures for the year ended 31 December 2007 are derived from the Company's statutory accounts for that financial period.
The accounts have been reported upon by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was
unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985.

    The board of directors approved the above results on 24 September 2008.

    These interim financial statements are presented in pounds sterling because that is the currency of the primary economic environment in
which the group operates. Foreign operations are included in accordance with the policies set out in the group's financial statements for
the year ended 31 December 2007.

    2. Tax

    The Group has tax losses of �42.4 million (30 June 2007: �42.7 million) and therefore does not incur a tax charge for the period. It
also takes advantage of the Research and Development tax credit available for Small and Medium Enterprises.

    3. Discontinued operations

    On 4 January 2008 the Group completed the sale of its Electronic System Level (ESL) business to Catalytic Inc. The assets disposed of
and consideration payable by the acquirer were as follows:

                                              �'000

 Property, plant and equipment                   60
 Inventories                                     32
 Trade and other receivables                     37
 Trade and other payables                     (125)

 Net assets disposed                              4
 Total purchase consideration net of costs  (1,080)

 Profit on disposal of business             (1,076)

    The net purchase consideration comprised the following:
                                            �'000

 Cash payment                               1,297
 Associated costs                           (401)
 Net cash received in the period              896

 Deferred contingent consideration            184

 Total purchase consideration net of costs  1,080

    The deferred contingent consideration will be paid on 4 January 2009 subject to no non-IP claims arising in respect of the business.

    The results of the ESL business which have been included in the consolidated income statement were as follows:

                                      Period ended    Period ended  Year ended
                                      30 June 2008    30 June 2007          31
                                                                      December
                                                                          2007
                                             �'000           �'000       �'000
                                                    
 Revenue                                         -             801       1,349
 Expenses                                    (327)         (1,819)     (3,063)
 Operating loss                              (327)         (1,018)     (1,714)
                                                    
 Net finance costs                               -             (1)         (2)
 Loss before tax                             (327)         (1,019)     (1,716)
 Attributable tax income                         -              41          68
 Profit on disposal of                       1,076               -           -
 discontinued operations                            
 Attributable tax charge                         -               -           -
 Net profit/(loss) attributable to             749           (978)     (1,648)
 discontinued operations                            

    4. Loss per share 

    From continuing and discontinued operations
    The calculation of the basic and diluted loss per share is based on the following data:

 Losses                                                              Six months ended              Year ended
                                                               30 June 2008    30 June 2007  31 December 2007
                                                                      �'000           �'000             �'000
 Loss for the purposes of basic and diluted loss per share              223         (1,931)           (3,730)

 Number of Shares                                            30 June 2008     30 June 2007  31 December 2007
                                                                   Number           Number            Number

 Weighted average number of ordinary shares for the           126,936,005       67,077,191        71,846,612
 purposes of basic and diluted loss per share

    The issue of additional shares on the exercise of options would decrease the basic loss per share and there is, therefore, no dilutive
effect of share options.

 From continuing operations                                  Six months ended              Year ended
                                                       30 June 2008    30 June 2007  31 December 2007
                                                              �'000           �'000             �'000
 Net profit/(loss) attributable to equity holders of            223         (1,931)           (3,730)
 the parent                                                          
 Adjustment to exclude loss for                               (749)             978             1,648
 the period from discontinued                                        
 operations                                                          
 Losses from continuing                                       (526)           (953)           (2,082)
 operations for the purpose of                                       
 basic and diluted earnings per                                      
 share excluding discontinued                                        
 operations                                                          
        The denominators used are the same as those detailed above for both basic and diluted earnings per share from
        continuing and discontinued operations.

    5. Property, plant and equipment

        There have been no material additions or disposals in the period (6 months to 30 June 2007: none).

    6. Borrowings

         No new loans or borrowings have been taken out in the period.

    7. Share capital

                                        Ordinary 1p shares          24p Deferred
                                                    Number       Ordinary Shares
                                                                          Number
 Authorised
 As at 1 January 2008 and 30 June 2008         560,000,000            60,000,000

                                        Ordinary 1p shares          24p Deferred
                                                     �'000       Ordinary Shares
                                                                           �'000
 As at 1 January 2008 and 30 June 2008               5,600                14,400

                          Ordinary 1p shares  24p Deferred Ordinary Shares
                                      Number                        Number
                        
 Issued and Fully Paid  
 As at 1 January 2008             84,307,434                    51,551,184
 Share issue                     201,150,000                             -
 As at 30 June 2008              285,457,434                    51,551,184

                          Ordinary 1p shares  24p Deferred Ordinary Shares
                                       �'000                         �'000
                        
 Issued and Fully Paid  
 As at 1 January 2008                    843                        12,372
 Share issue                           2,012                             -
 As at 30 June 2008                    2,855                        12,372

    The Company issued 201,150,000 ordinary shares of 1p each in May and June 2008 for aggregate consideration of �2,011,500. Expenses
associated with the issue, which have been deducted from the Company's share premium account, were �31,000.

    The Deferred Shares have:

                           a. no right to receive notice of, or to attend or vote at, any general meeting of the Company; and
    
    b. no right to participate in the profits of the Company whether by way of dividend, distribution, return of capital (whether or not
upon a winding-up) or otherwise, save that upon a return of capital upon a winding-up, the holders of Deferred Shares shall be entitled to
the return of the nominal value of each Deferred Share held after �10,000,000 has been returned on each Ordinary Share;
    Following the authority given by the passing of the resolution at the General Meeting held on February 1st 2007, the Company has
irrevocable authority to execute a transfer of the Deferred Ordinary Shares to a custodian and to retain the certificate(s) for those
Shares.

    The rights attached to the Deferred Shares shall not be deemed to be varied or abrogated by the creation or issue of any new shares
ranking in priority to or pari passu with or subsequent to the Deferred Shares.

     8.    Reserves
    
 
                                   Share Premium reserve  Merger reserve  Share Option reserve  Translation reserve  Retained losses

                                                   �'000           �'000                 �'000                �'000            �'000

 Balance at 1 January 2007                         1,349          23,730                   255                  (6)         (38,250)
 Premium on issue of Ordinary                      2,676               -                     -                    -                -
 shares net of expenses
 Exchange differences on                               -               -                     -                  (1)                -
 translation of foreign
 operations
 Share options expensed                                -               -                     5                    -                -
 Net loss for the period                               -               -                     -                    -          (1,931)

 Balance at 30 June 2007                           4,025          23,730                   260                  (7)         (40,181)

 Balance at 1 January 2008                         4,500          23,730                   300                  (8)         (41,980)
 Exchange differences on translation of foreign        -               -                     -                  (3)                -
 operations
 Share issue costs                                  (31)               -                     -                    -                -
 Share options expensed                                -               -                    35                    -                -
 Net profit for the period                             -               -                     -                    -              223

 Balance at 30 June 2008                           4,469          23,730                   335                 (11)         (41,757)

    The merger reserve was created on the acquisition of Celoxica Limited by Celoxica Holdings plc in 2001, representing the balance on the
share premium account of Celoxica Limited at that time.

    9.    Segment information

           The primary format used for segmental reporting is geographical.

            Segment results, assets and liabilities include items directly attributable to a segment as well as other shared
            items allocated on a reasonable basis.

            Unallocated expenses comprise cash, borrowings, tax assets and liabilities and retirement benefit obligation.
            Inter-group trading is determined on an arm's length basis.

            The Group comprises the following segments:

        Europe, Middle East, Africa and India (EMEAI)
        Asia Pacific (APAC)
        The Americas (USA)

            The Group was also previously involved in the electronic system level design (ESL) market. That operation was
            discontinued with effect from 4 January 2008 (see note 3). Revenues and costs directly attributable to that business
            and not ongoing are disclosed within discontinued operations. Costs incurred with that business but not directly   
            attributable or ongoing are not.
      Segment information about these geographic areas is presented below:

                               EMEAI   APAC    USA          Discontinued  Consolidated
                                                              operations
 30 June 2007                  �'000  �'000  �'000                 �'000         �'000

 Revenue from external customers  14      -    286                     -           300
 Segment result                   10      -    209                   749           968

 Unallocated corporate expenses                                                  (769)

 Operating loss                                                                    199
 Net finance costs                                                                   9

 Profit before tax                                                                 208
 Tax                                                                                15

 Net profit for the year                                                           223

    No net finance income was attributable to discontinued operators and no taxation charge was attributable to discontinued operations.
Accordingly, the segment result for discontinued operations reconciles directly to the total profit for the year attributable to
discontinued operations.

    10. Provisions and contingencies

                      30 June 2008  30 June 2007  31 December 2007
                             �'000         �'000             �'000
                    
 Onerous contracts              86             -                85

    The onerous contract provision relates to the rent, rates and service charge attributable to unutilised office space at the Group's UK
office. All amounts are due within twelve months. The movement on the provision during the period was as follows:

                                     �'000

 At 1 January 2008                      85

 Additional provision in the period     43
 Utilisation of provision             (42)

 At 30 June 2008                        86

    Utilisation of the provision has occurred in line with expected expenditure at 31 December 2007 but management have altered their
assessment as to the period until the onerous contract can be surrendered.

    At 30 June 2008 and 30 June 2007, the Group had no contingent liabilities. 



This information is provided by RNS
The company news service from the London Stock Exchange
 
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