Issue of Equity

RNS Number:3482T
Celoxica Holdings PLC
29 April 2008





                             CELOXICA HOLDINGS PLC
                   ("CELOXICA", "THE COMPANY" or "THE GROUP")


Trading Update, Subscription of Ordinary Shares and Notice of Meeting

29th April 2008 - The Board of Celoxica Holdings plc (AIM: CXA) - a leading
provider of High Performance Computing solutions today provides the following
trading update.

Following the recruitment of Lee Staines in July 2007, the appointment of
Jean-Marc Bouhelier as a non-executive director in October 2007 and the sale of
the Electronic System Level design business in January 2008, Celoxica has
repositioned itself as a provider of Accelerated Computing systems with a
particular focus on high speed, low latency solutions for the financial services
industry.  These solutions enable trading firms, exchanges and market data
vendors to redress the balance of data volumes outstripping advances in CPU
speeds and help address the increasing problems of power consumption, heat
generation and space constraints.

The Directors are encouraged by the initial response from financial
institutions. We are pleased to announce that we have secured preliminary orders
totalling approximately $370,000 with two major U.S. financial institutions.
These contracts will see the first integration of the Company's solution into a
live trading environment and it is believed that they will mark the beginning of
a long relationship with these organisations.

The Directors believe that it is now in the best interests of the Company to
initiate an investment programme in order to take advantage of the increasing
opportunities in the financial services accelerated computing market.

The Company therefore announces that it proposes to raise up to #2 million
(before expenses) by way of a subscription through the issue of up to
200,000,000 Ordinary Shares at a price of 1 pence per share.  The Subscription
Price represents a discount of approximately 67 per cent. to the closing
mid-market price of 3 pence per Existing Ordinary Share on 28 April 2008, being
the last dealing day prior to this announcement. Assuming subscription in full,
the Subscription Shares will represent up to approximately 70.3 per cent. of the
Company's Enlarged Ordinary Share Capital.  A total of 135,500,000 Subscription
Shares have been conditionally subscribed for by institutional and other
investors to date.

Subject, inter alia, to the passing of the Resolutions at the Meeting on 23 May
2008, Admission and dealings in the Subscription Shares are expected to commence
on AIM on 27 May 2008. As part of the Subscription, certain Directors are
subscribing for an aggregate of 32,500,000 Subscription Shares. Certain
Directors (and their related parties) and other Shareholders have irrevocably
undertaken to vote in favour of the Resolutions in respect of 37,175,082
Existing Ordinary Shares, representing, in aggregate, approximately 44.1 per
cent. of the Company's Existing issued Ordinary Shares.

The Company intends to invest the net proceeds of the Share Subscription as
follows:

  * to develop application specific IP and products for the accelerated
    computing market, focusing specifically on financial services and in
    particular on market data acceleration;
  * to enable the Company to recruit into key roles both in the UK and the US;
    and
  * to provide working capital for the Company.

Lee Staines, Chief Executive, commented:

"Progress to date is extremely encouraging and we need to ensure that Celoxica
is well positioned to take advantage of the increasing demand for our products
and services by raising sufficient funds.  We would like to welcome the new
investors and thank our existing shareholders for their continued support."

ENQUIRIES


Celoxica Holdings plc (www.celoxica.com)              Tel.   [phone]
Lee Staines, CEO
Michelle Young, CFO

ICIS                                                  Tel.  [phone]
Tom Moriarty                                                [phone]
Caroline Evans-Jones

Arbuthnot                                             Tel.  [phone]
Tom Griffiths
Alasdair Younie



About Celoxica



Celoxica is a leader in accelerated computing solutions, with a focus on low
latency solutions for Financial Services.  Headquartered in Abingdon,
Oxfordshire and New York, Celoxica is a public company quoted on AIM at the
London Stock Exchange (AIM: CXA).



Our IP lies in the unique Accelerator Card by Celoxica and our solutions combine
accelerated hardware, firmware, Application Programming Interfaces (APIs) and
professional services.



For more information, please visit the company website at www.celoxica.com




                       SUBSCRIPTION FOR ORDINARY SHARES,

                        AUTHORITIES TO ISSUE SECURITIES

                                      AND

                               NOTICE OF MEETING

1.                   Introduction

The Company announces that it proposes to raise up to #2 million (before
expenses) by way of a share subscription for up to 200,000,000 Ordinary Shares
at a price of 1p per share. The net proceeds of the Share Subscription will be
used to fund investment in the growth of the Company and for working capital
purposes.

The Firm Subscription Shares have been conditionally subscribed for by
institutional and other investors. It is intended that up to a further
64,500,000 Subscription Shares will be available for subscription at the
discretion of the Board. Subject, inter alia, to the passing of the Resolutions
at the Meeting, Admission and dealings in the Subscription Shares are expected
to commence on AIM on 27 May 2008

The Share Subscription is conditional, inter alia, upon the Company obtaining
approval from Shareholders at the Meeting. Certain Directors (and their related
parties) and other Shareholders have irrevocably undertaken to vote in favour of
the Resolutions in respect of 37,175,082 Existing Ordinary Shares, representing,
in aggregate, approximately 44.1 per cent. of the Company's Existing Ordinary
Shares.



2.      Background to and reasons for the Share Subscription



Celoxica has repositioned itself in the accelerated computing ("AC") market and
provides high speed, low latency solutions to the financial services industry.
These solutions enable trading firms, exchanges and market data vendors to
redress the balance of data volumes outstripping advances in CPU speeds and help
address the increasing problems of power consumption, heat generation and space
constraints.



The Company sold its Electronic System Level (ESL) business in January 2008 and
raised US $3 million gross.  The Directors believe that completion of this sale
has enabled the Company to focus on the launch and implementation of its Market
Data Accelerator product line and further execution of its financial services
accelerated computing business plan.



Progress so far in 2008 includes two preliminary orders totalling approximately
$370,000 from a US Stock Exchange and a Chicago-based proprietary trading firm.



The Directors believe that it is in the best interests of the Company to
initiate an investment programme in order to take advantage of the increasing
opportunities in the financial services accelerated computing market.  For this
purpose the Company requires increased investment which the Share Subscription
will provide.



The Company intends to invest the net proceeds of the Share Subscription as
follows:



  * to develop application specific IP and products for the accelerated
    computing market, focusing specifically on financial services and in
    particular on market data acceleration;



  * to enable the Company to recruit into key roles both in the UK and the US;
    and



  * to provide working capital for the Company.



3.      Details of the Share Subscription



The Company proposes to raise up to #2 million (before expenses) through the
issue of the Subscription Shares at the Subscription Price. The Subscription
Price represents a discount of approximately 67 per cent. to the closing
mid-market price of 3 pence per Existing Ordinary Share on 28 April 2008, being
the last dealing day prior to this announcement. Firm commitments to subscribe
for a total of 135,500,000 Ordinary Shares have been received by the Company. Up
to a further 64,500,000 Subscription Shares will be available for subscription
at the discretion of the Board.  Assuming subscription in full, the Subscription
Shares will represent approximately 70.3 per cent. of the Company's Enlarged
Ordinary Share Capital.



Application has been made to the London Stock Exchange for the Subscription
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the Subscription Shares on AIM will
commence on 27 May 2008. The Subscription Shares will rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared following Admission.



As part of the Share Subscription, certain of the Directors have agreed to
subscribe for 32,500,000 Subscription Shares in aggregate at the Subscription
Price. This represents approximately 16.3 per cent. of the maximum number of
Subscription Shares. Under the Share Subscription, Lee Staines has agreed to
subscribe for 7,500,000 Subscription Shares, David Cheesman has agreed to
subscribe for 5,000,000 Subscription Shares, Jean-Marc Bouhelier has agreed to
subscribe for 15,000,000 Subscription Shares and Jack Fryer has agreed to
subscribe for 5,000,000 Subscription Shares, all at the Subscription Price. On
completion of the Share Subscription, Lee Staines will hold 7,710,526 Ordinary
Shares, representing approximately 2.7 per cent. of the maximum Enlarged
Ordinary Share Capital, David Cheesman will hold 5,360,000 Ordinary Shares,
representing approximately 1.9 per cent. of the maximum Enlarged Ordinary Share
Capital, Jean-Marc Bouhelier will hold 17,105,263 Ordinary Shares, representing
approximately 6 per cent. of the maximum Enlarged Ordinary Share Capital and
Jack Fryer will hold 5,695,743 Ordinary Shares, representing approximately 2 per
cent. of the maximum Enlarged Ordinary Share Capital.

4.      Undertakings to Vote

Each of the Directors who currently hold Ordinary Shares and certain other
shareholders have irrevocably undertaken to the Company to vote (or to procure
the voting) in favour of the Resolutions at the Meeting.

5.      Meeting

The Meeting will be held on 23 May 2008 at the offices of the Company at 66
Milton Park, Abingdon, Oxfordshire OX14 4RX at 10.00 a.m. at which the
Resolutions will be proposed to permit the issue of the Subscription Shares.



                                  DEFINITIONS



The following definitions apply throughout this document, unless the context
requires otherwise:


"Admission"                              the admission of the Subscription Shares to trading on AIM
                                         becoming effective in accordance with the AIM Rules
"AIM"                                    the market of that name operated by the London Stock Exchange
"AIM Rules"                              the rules of AIM governing admission to and the operation of
                                         AIM for AIM companies and their nominated advisers as published
                                         by the London Stock Exchange from time to time
"Company" or "Celoxica"                  Celoxica Holdings plc
"Directors" or "Board"                   directors of the Company
"Enlarged Ordinary Share Capital"        up to 284,307,435 Ordinary Shares (including the maximum number
                                         of Subscription Shares) in issue immediately following
                                         Admission
"Existing Ordinary Shares"               the 84,307,435 Ordinary Shares in issue at the date of this
                                         document
"Firm Subscription Shares"               the 135,500,000 Subscription Shares in respect of which binding
                                         agreements to subscribe have been received by the Company as at
                                         the date of this document
"London Stock Exchange"                  London Stock Exchange plc
"Meeting"                                the extraordinary general meeting of the Company's Shareholders
                                         convened for 10.00 a.m. on 23 May 2008, notice of which is set
                                         out at the end of this document
"Meeting Notice"                         the notice convening the Meeting
"Ordinary Shares"                        ordinary shares in the capital of the Company having a nominal
                                         value of 1 pence
"Resolutions"                            the resolutions as set out at the Meeting
"Shareholders"                           holders of Ordinary Shares
"Share Subscription"                     the subscription for the Subscription Shares on the terms set
                                         out in this circular
"Subscription Price"                     1 pence per Subscription Share
"Subscription Shares"                    up to 200,000,000 new Ordinary Shares to be issued pursuant to
                                         the Share Subscription
"United Kingdom" or "UK"                 the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"                  the United States of America, its territories, possessions and
                                         domains



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