Celoxica Holdings

Admission to AIM

Celoxica Holdings PLC
27 October 2005



                             CELOXICA HOLDINGS PLC

                                 AIM ADMISSION

  Placing of 19, 424,000 new ordinary shares at 31.25p per share, raising £6.1
                             million of new funds.

                       Dealings in shares commence today

Oxfordshire, UK - 27 October, 2005 - Celoxica Holdings plc ('Celoxica' or 'the
Company') today announces its admission to the Alternative Investment Market
(AIM) of the London Stock Exchange. Dealings in the shares commenced today at
8.00am, trading under the symbol CXA. Arbuthnot Securities is the Company's
nominated adviser and broker.

Arbuthnot has placed 19, 424,000 new ordinary shares with institutional
investors, raising £5.3 million pounds (net of expenses). The new shares placed
represent 37.7 % of the Company's enlarged issued share capital. None of the
Company's existing shareholders (including Directors) are selling any shares at
this time.

The Oxfordshire based company is the leading provider of electronic system level
(ESL) design and synthesis solutions used for the design and development of
complex electronic products and embedded systems. According to Gartner, ESL is
set to become a major driver of growth for the broader electronic design
automation (EDA) market and could be worth as much as $1.6 billion by 2009.

Phil Bishop, CEO of Celoxica, commented:

'We are delighted with our AIM listing, which is an important step in Celoxica's
strategic development. The growing complexity of digital electronics combined
with challenging and aggressive development schedules are increasing the demand
for our design solutions, a trend that is predicted to continue.'

For more information, contact:

Celoxica Holdings plc     ICIS Ltd                   Arbuthnot Securities Ltd
Tel. +44 (0)1235 863656   Tel. +44 (0)20 7651 8688   Tel. +44 (0)20 7012 2000
Phil Bishop, CEO          Tom Moriarty               Tom Griffiths
Bernard Morgan, CFO       Archie Berens              Alasdair Younie

High resolution images of Celoxica's directors are available for the media to
view and download free of charge from www.vismedia.co.uk


About Celoxica

An innovator in Electronic System Level (ESL) design, Celoxica is turning
software into silicon by supplying the design tools, boards, IP and services
that enable the next generation of advanced electronic product design. Celoxica
technology raises design abstraction to the algorithm level, accelerating
productivity and lowering risk and costs by generating semiconductor hardware
directly from C-based software descriptions. Adding to a growing installed base,
Celoxica provides the world's most widely used C-based behavioral design and
synthesis solutions to companies developing semiconductor products in markets
such as consumer electronics, defense and aerospace, automotive, industrial and
security. For more information, visit: www.celoxica.com.

                                      ###
Celoxica and the Celoxica logo are trademarks of Celoxica Holdings plc. All
other brand names and product names are the property of their respective owners

                       BACKGROUND INFORMATION ON CELOXICA

1. Summary

Celoxica is an electronics design company supplying innovative design tools and
solutions that are at the heart of advanced digital electronics design. Adopted
by blue-chip companies and organisations world-wide, its design solutions enable
digital electronic products to be designed more quickly, with less risk and at a
lower cost.

   • Celoxica was established in the 1990s to further develop and
    commercialise electronic system level ('ESL') design technology created at
    The University of Oxford. The technology now provides a more rapid and
    efficient way of designing applications in silicon chips by exploiting novel
    electronic system level design techniques, languages and tools. Investors in
    Celoxica include Advent, Cazenove, Quester, Intel, Xilinx, Wind River and
    Creative. None of these investors, nor any of the Directors, are selling any
    shares at this time.


   • Designers using Celoxica technology can program silicon chips directly
    from software models. This direct path from high-level software to hardware
    implementation improves productivity and significantly reduces the design
    time needed to create today's complex electronic products.


   • Celoxica has grown to become a leading provider of ESL design solutions
    with commercial activities in key Asian, European and North American
    territories. According to Gartner, ESL is set to become a major driver of
    growth for the broader electronic design automation ('EDA') market and could
    be worth as much as $1.6 billion by 2009.


   • Celoxica's design solutions provide a compelling solution to the 'design
    gap', that is characterized by relentless increases in electronics
    complexity coupled with longer design cycles and shorter product life
    cycles. Customers using Celoxica technology include not only semiconductor
    companies and traditional consumers of EDA solutions, but also the broader
    market of software engineers and those directly involved with embedded
    systems design and high-performance computing.


   • To date Celoxica has licensed approximately 400 commercial seats of its
    design tools, across a broad range of industries: Military & Aerospace (to
    such organisations as Boeing, Lockheed Martin and NASA); Automotive (Fujitsu
    Ten); Consumer Electronics (Canon and Toshiba); Security (Tadiran, L3
    Communications and HiEnergy); Imaging (Olympus, FujiFilm); and High
    Performance Computing (Silicon Graphics, Cray and 454 Corporation.)

More information about Celoxica Holdings plc and its products can be found
on-line at the Company's corporate website, www.celoxica.com

2. Placing Statistics

Placing Price                                                           31.25 p

Number of New Ordinary Shares being placed on behalf of the Company     19,424,000

Number of Ordinary Shares in issue immediately following the Placing    51,540,518

Gross proceeds of the Placing                                           £6.1 million

Estimated net proceeds of the Placing receivable by the Company         £5.3 million

Percentage of Enlarged Share Capital being placed pursuant to 
the Placing                                                             37.7 per cent.

Market capitalisation of the Company at the Placing Price following
the Placing                                                             £16.1 million

AIM symbol                                                              CXA

ISIN code                                                               GB00BOL9TZ33

3. Use of Proceeds

The Company intends to apply the net proceeds of the Placing (amounting to
approximately £5.3 million), as follows:

   • to fund increased product creation and the launch of new products;
   • to increase sales and marketing activities;
   • to repay borrowings;
   • to assist in creating strategic partnerships; and
   • to provide working capital for the Group.

4. Key Strengths

The Directors believe that the key strengths of Celoxica are:

   • an experienced team - the team has significant expertise and experience
    within the electronics and design automation industries;


   • market focus - the Company has strategically focused on segments of the
    embedded systems, high performance comoputing and semiconductor markets
    leading to market penetration and early revenue generation;


   • business model - the model consists of a combination of license fees and
    support fees for ESL design tools, intellectual property, development
    platforms and consultancy services. The business model is scaleable and has
    seen growth over the last five years;


   • customer diversity - Celoxica currently has more than 100 customers
    including blue chip companies and organisations such as Lockheed Martin,
    NASA, Boeing, Canon, EADS, Silicon Graphics, Toshiba and Qualcomm;


   • market dynamics - market segments such as automotive, bioinformatics,
    security and high performance computing are looking to exploit higher
    performance and lower power silicon chips. Celoxica's ESL design tools and
    methodology directly address these market opportunities;


   • competitive position - Celoxica's technical capabilities and chip design
    products are commercially proven and deployed, as evidenced by its customers
    and market penetration;


   • design wins - silicon chips are being used in many different markets and
    industries. Celoxica's ESL design tools help to increase the adoption of
    semiconductors in a wide variety of vertical market applications;


   • growth opportunities - as electronic product development becomes
    increasingly complex, product life cycles shorten and time to market
    pressures increase, the Directors believe that the move to ESL design will
    become compelling, both technically and financially.


5. History

Celoxica was established to commercialise decades of research completed at the
University of Oxford. Researchers at Oxford's Computing Lab developed a novel
approach to hardware design and synthesis which reduced the time and costs
associated with complex digital design and the acceleration of software. It
revolutionised mixed hardware and software system design by enabling a common
language base for both components and, through the ubiquity of the C programming
language, made it possible for a much wider audience to engage in the design of
both hardware and software.

Celoxica now provides the world's most widely used C-based ESL design and
synthesis technology. It operates on a worldwide basis with facilities on three
continents and commercial presence in China, Europe, India, Japan, North
America, Singapore, South Korea and Taiwan. It retains its Oxfordshire R&D
center with additional engineering facilities in Austin, Texas and Yokohama,
Japan. Celoxica employs 55 staff (not including Directors).

6. Market

Electronic System Level (ESL) design is one of the highest growth areas of
complex electronic design that spans the embedded software, high performance
computing and electronic design automation industries. Used by semiconductor
companies, manufacturers of electronic consumer products and system design
houses, ESL constitutes a defining shift in methodology and technology for
accelerating software driven applications and very complex electronics design.

Gartner forecasts that ESL revenues will increase from $225 million in 2005, to
$1.6 billion in 2009. In addition, they believe that the total available market
for ESL design could grow to be larger than both the EDA market and the embedded
software development tool market combined. In addition, Merrill Lynch reports
that the ESL market is one of the (positively) disproportionate growth
categories in the EDA industry.

The escalating use of ESL design enables software algorithms to run faster and
very complex electronic products to be designed more quickly, with lower risk
and at a lower cost. The levels of design complexity that ESL tackles used to be
rare. Now they represent the mainstream, a trend that can only continue as
levels of complexity in design requirements increase.

To tackle this design complexity, ESL uses methodologies and tools that raise
the level of design abstraction from the level of logic to that of the algorithm
or design behavior (usually described using the C, or a C-based programming
language). Given the right approach, ESL is silicon independent and methodology
inclusive. ESL design can target the very broadest range of silicon
architectures including software microprocessors, custom ASIC (Application
Specific Integrated Circuit) and structured ASIC, reconfigurable FPGA (Field
Programmable Gate Array) and heterogeneous System on Chip (SoC).

Gartner also notes that the ESL market represents a shift from traditional EDA
customers to include system and software designers. This opens the market for
ESL tools to an order of magnitude more customers and extends the opportunity
for Celoxica solutions beyond the traditional market of electrical engineers.
The markets for ESL tools include new applications for algorithm acceleration
solutions in sectors such as imaging, security, financial services, genome
processing and others. The Directors believe that the extension of ESL to
non-traditional applications for programmable semiconductors will potentially be
the largest growth driver.

Celoxica's ESL design tools are sold on a license basis, direct to end customers
or via a network of partners through design kits. Partners make use of Celoxica
technology to: expand their customer base into new markets; facilitate fast and
efficient design in competitive markets; and to differentiate their solutions
from others. Celoxica also offers a range of very high performance
reconfigurable SoC prototyping and development platforms and provides
professional services covering methodology consulting through to full system
co-design.

7. Innovation

Demand for electronic design solutions is driven by the market demand for
next-generation products. The focus for design automation companies is clear: to
be successful they must deliver innovation that creates new value for customers
by helping them deliver ideas to market more quickly, efficiently, reliably and
at lower cost.

Celoxica's introduction of software paradigms to complex system design is one
such innovation. It is more than simply extending a software language for
hardware. It means using techniques commonplace in the design community to
improve designer productivity and better enable the rapid design of the right
product at the right time.

The emphasis is on the design of functionality and algorithms, rather than
structure. It uses widely understood and familiar design flows and interfaces, a
high level C-based design flow, concepts of abstraction through libraries and
system level APIs and rapid prototyping using reconfigurable platforms. These
features are underpinned through continuous research and development and an
extensive University research program with more than 600 members.

8. Partners

Celoxica partners with companies to provide complete solutions from design
specification to manufacture. Spanning the entire semiconductor and system value
chain, Celoxica's partners are leaders in their field and include Actel, Aldec,
Alpha Data, Altera, Atmel, Cray, Dalsa Coreco, Elixent, IPFlex, SBS, Silicon
Graphics (SGi), Sundance, Synopsys, Toshiba, Wind River and Xilinx.

9. Applications

Celoxica focuses on addressing customer requirements for highly complex, high
performance reconfigurable and heterogeneous systems design in the following
target markets.

Automotive
Celoxica technology is making possible the design of next generation in-car
electronics and automotive safety systems such as Adaptive Cruise Control, Lane
Departure Warning Systems, Navigation, Sensor Fusion and 'infotainment'. Drivers
of change in automotive are safety and environmental concerns and the
manufacturing necessity to replace mechanical parts with intelligent,
self-correcting software and electronic sensor technology.

Bioinformatics
The bioinformatics industry encompassing medical and scientific places enormous
demands on technology. Ultra high quality imagery, real-time digital processing
and genome sequencing are examples of scientific need where Celoxica's design
solutions help. Our technology partnerships and easy to use C-based design
approach accelerates the massively parallel processing and analysis of
information that is vital to cutting edge bioinformatics and medical
applications.

Communications
Celoxica's ESL design tools and methodology enable faster, more reliable design
of the complex SoC's and reconfigurable FPGA devices that power the digital
communications infrastructure. Application areas include hardware firewalls,
Base Station controllers, routing technologies and other applications where
performance improvement through algorithm acceleration is a key market
differentiator.

Consumer Electronics
The high growth consumer electronics market is increasingly defined by consumer
demand for high performance, multi-function and convergent products that have
rapidly diminishing life cycles. The increasing need to expedite the design of
complex electronics close to the market window makes rapid and responsive
C-based flows increasingly attractive. From rapid prototyping to production,
Celoxica technology helps design a range of consumer devices including MP3
players, digital set top boxes, 3D LCD screens and devices based on the JPEG2000
and H.264 standards.

Defense & Aerospace
Celoxica technology and ESL design techniques are extensively used in Defense
and Aerospace markets where innovation, complexity and reliability drive
critical application design. Typical Celoxica designed applications include
Sonar/ Radar systems, satellite communications, infrared image processing and
beamforming.

Enterprise & High Performance Computing (HPC)
HPC is increasingly driven by demands for ultra-high performance coupled with
lower power consumption - a
requirements mix that makes current microprocessor only solutions uneconomic and
impractical. Celoxica's C-based design flow enables the easy migration and
acceleration of existing software algorithms into high performance, low power
reconfigurable hardware and SoC used for data mining, data processing and
scientific applications such as Genome Sequencing.

Imaging
Electronic product demand for image processing, enhancement, codecs (compression
and decompression) is explosive. Elements of image processing are becoming
pervasive through products such as desktop printers, digital cameras, CCTV,
scanners, security systems and multimedia. The algorithms used to specify such
imaging systems are ideally suited for description in the C language, and
coupled with real-time computing demands, their rapid implementation in low
power, high performance hardware is compelling.

Industrial
The increasing use and deployment of electronics in Industrial Automation is
delivering new methods of manufacture, control and quality assurance. Machine
Vision is an example area where Celoxica's technology and ESL design is enabling
innovation in the industrial design and manufacture process. It quickly brings
the benefits ofreal-time video and image processing to production manufacture
environments.

Security
With an increasing emphasis on local, national and international security,
technology is being applied to the requirements of personal identification
through image-captured biometrics, the secure encryption of digital
communications and Homeland security. Using a combination of ESL design
techniques, C-based flows and reconfigurable and SoC devices, Celoxica
technology is used to quickly design and turn around solutions to these
challenges. Solutions such as virus scanning, hardware firewalls, pattern
matching, pattern recognition and massively parallel data mining.



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