The Board made a decision that the Strategic Alliance Agreement with Advisian/WP was not likely to be market sensitive & hence have a material effect on sp.
In taking this decision, the Board considered the following:
The strategic alliance commits the two companies to work together on a project
development plan, with no specific project committed to or revenue streams identified
as yet.
Previous releases made by the Company regarding similar agreements being:
‐ 5 August 2016 release regarding a marketing agreement with global IP supplier
T2M UG of Munich;
‐ 15 April 2016 release regarding a joint development and marketing agreement
with Inilabs GmbH, the Swiss developer and manufacturer of a vision sensor; and
‐ 1 February 2016 release regarding a joint development and marketing
agreement with Applied Brain Research, owner and provider of an integrated
technology software platform.
All of these releases had proven not to be market sensitive (i.e. there was no material
effect on the price of value of the Company's securities).
Based on the above, the Board formed the view that disclosure was not required
pursuant to listing rule 3.1.
Announcement
14 September 2016
Ms Sandra Wutete
Senior Adviser, ASX Listings Compliance
ASX Compliance Pty Ltd
Level 40, Central Park
152‐158 St George’s Terrace
PERTH WA 6000
RESPONSE TO ASX – AWARE QUERY
Dear Sandra,
I refer to your letter dated 13 September 2016 attached and provide responses below:
1. Does the Entity consider the information referred to in the Press Release to be
information that a reasonable person would expect to have a material effect on the
price or value of its securities?
No.
2. When did the Entity become aware of the information referred to in the Press
Release? Please include details of the relevant time and circumstances of the Entity
becoming aware of the information referred to in the Press Release?
The Company signed the Strategic Alliance Agreement and agreed the Press Release
with Advisian at 3pm WST on the afternoon of 6 September 2016.
3. If the answer to any part of question 1 is “yes” and the Entity became aware of the
information referred to in the Press Release prior to the release of the Press Release
on Tuesday, 7 September 2016, did the Entity lodge any announcement with ASX
Market Announcements prior to this date which disclosed the information in the Press
Release? If so, please provide details. If not, please explain why this information was
not released to the market at an earlier time, commenting specifically on when you
believe the entity was obliged to release the information under Listing Rules 3.1 and
3.1A and what steps the Entity took to ensure that the information was released
promptly and without delay?
NA
______________________________________________________________________________
BrainChip Holdings Ltd
ACN 151 159 812
Level 2, 6 Thelma Street, West Perth WA 6005
T: +61 8 9444 2555 | F: +61 8 9444 1600 | W:
www.brainchipinc.com
4. If the answer to question 1 is “no”, please advise the basis for that view.
The Press Release was released by our public relations agents in the US on the evening
of 6 September 2016 at approximately 11pm WST. The Press Release was posted to the
Company website by our US based website provider the following day, Wednesday, 7th
September 2016 at approximately 8pm WST. This release referred to a strategic alliance
signed with global advisory firm Advisian Digital Enterprise (part of ASX‐listed Worley
Parsons Limited) (Advisian) to explore the development of a series of products that
utilise BrainChip’s Spiking Neuron Adaptive Processor (SNAP) technology. It was noted
that the two companies will work together on a project development plan that will
identify a series of products that can potentially be developed using BrainChip’s SNAP
and related technologies.
Prior to posting, the Board considered whether disclosure of the agreement was
required on the ASX platform pursuant to listing rule 3.1 and took the view that a
reasonable person would not expect the signing of the agreement to have a material
effect on the price or value of the entity’s securities.
In taking this decision, the Board considered the following:
The strategic alliance commits the two companies to work together on a project
development plan, with no specific project committed to or revenue streams identified
as yet.
Previous releases made by the Company regarding similar agreements being:
‐ 5 August 2016 release regarding a marketing agreement with global IP supplier
T2M UG of Munich;
‐ 15 April 2016 release regarding a joint development and marketing agreement
with Inilabs GmbH, the Swiss developer and manufacturer of a vision sensor; and
‐ 1 February 2016 release regarding a joint development and marketing
agreement with Applied Brain Research, owner and provider of an integrated
technology software platform.
All of these releases had proven not to be market sensitive (i.e. there was no material
effect on the price of value of the Company's securities).
Based on the above, the Board formed the view that disclosure was not required
pursuant to listing rule 3.1.
______________________________________________________________________________
BrainChip Holdings Ltd
ACN 151 159 812
Level 2, 6 Thelma Street, West Perth WA 6005
T: +61 8 9444 2555 | F: +61 8 9444 1600 | W:
www.brainchipinc.com
The Company notes that whilst there was an increase to its share price from $0.125 to
$0.14 on 8 September 2016, there was also a decrease from $0.14 to $0.12 the very
next day.
5. Please confirm that the Entity is in compliance with the Listing Rules and, in
particular Listing Rule 3.1.
Confirmed.
Yours sincerely
Mr EL (Mick) Bolto
Chairman
ASX Compliance Pty Limited
ABN 26 087 780 489
20 Bridge Street
Sydney NSW 2000
www.asx.com.au
Customer service 13 12 79
13 September 2016
Ms Nerida Schmidt
Company Secretary
Brainchip Holdings Limited
Level 2
6 Thelma Street
WEST PERTH WA 6005
By email
Dear Ms Schmidt
Brainchip Holdings Limited (the “Entity”): ASX aware query
ASX Limited (“ASX”) refers to the following:
1. The Entity’s press release entitled “BrainChip signs strategic alliance with global advisory firm Advisian”
released to the Entity’s website on Tuesday, 7 September 2016 (the “Press Release”), disclosing a
strategic alliance with Advisian Digital Enterprise (part of ASX-listed Worley Parsons Limited) to
collaborate on a series of projects utilising the Entity’s technology (attached).
2. The increase in the trading price of the Entity’s securities in the two trading days, and the substantial
increase in the volumes traded of the Entity’s securities in the three trading days, following the Press
Release as shown below:
3. Listing Rule 3.1, which requires a listed entity to give ASX immediately any information concerning it
that a reasonable person would expect to have a material effect on the price or value of the entity’s
securities.
4. The definition of “aware” in Chapter 19 of the Listing Rules. This definition states that:
“an entity becomes aware of information if, and as soon as, an officer of the entity (or, in the
case of a trust, an officer of the responsible entity) has, or ought reasonably to have, come into
possession of the information in the course of the performance of their duties as an officer of
that entity.”
Additionally, you should refer to section 4.4 in Guidance Note 8 Continuous Disclosure: Listing Rules
3.1 – 3.1B “When does an entity become aware of information”.
Page 2 of 4
5. Listing Rule 3.1A, which sets out exceptions from the requirement to make immediate disclosure,
provided that each of the following are satisfied.
“3.1A Listing rule 3.1 does not apply to particular information while each of the following is satisfied in
relation to the information:
3.1A.1 One or more of the following applies:
• It would be a breach of a law to disclose the information;
• The information concerns an incomplete proposal or negotiation;
• The information comprises matters of supposition or is insufficiently definite to
warrant disclosure;
• The information is generated for the internal management purposes of the
entity; or
• The information is a trade secret; and
3.1A.2 The information is confidential and ASX has not formed the view that the information
has ceased to be confidential; and
3.1A.3 A reasonable person would not expect the information to be disclosed.”
5. ASX’s policy position on the concept of “confidentiality”, which is detailed in section 5.8 of Guidance
Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B. In particular, the Guidance Note states that:
“Whether information has the quality of being confidential is a question of fact, not one of the
intention or desire of the listed entity. Accordingly, even though an entity may consider
information to be confidential and its disclosure to be a breach of confidence, if it is in fact
disclosed by those who know it, then it ceases to be confidential information for the purposes of
this rule.”
Having regard to the above, we ask that you answer the following questions in a format suitable for release
to the market in accordance with Listing Rule 18.7A:
1. Does the Entity consider the information referred to in the Press Release to be information that a
reasonable person would expect to have a material effect on the price or value of its securities?
2. When did the Entity become aware of the information referred to in the Press Release? Please include
details of the relevant time and circumstances of the Entity becoming aware of the information
referred to in the Press Release.
3. If the answer to any part of question 1 is “yes” and the Entity became aware of the information referred
to in the Press Release prior to the release of the Press Release on Tuesday, 7 September 2016, did the
Entity lodge any announcement with ASX Market Announcements prior to this date which disclosed
the information in the Press Release? If so, please provide details. If not, please explain why this
information was not released to the market at an earlier time, commenting specifically on when you
believe the entity was obliged to release the information under Listing Rules 3.1 and 3.1A and what
steps the Entity took to ensure that the information was released promptly and without delay.
4. If the answer to question 1 is “no”, please advise the basis for that view.
Page 3 of 4
5. Please confirm that the Entity is in compliance with the Listing Rules and, in particular, Listing Rule 3.1.
When and where to send your response
This request is made under, and in accordance with, Listing Rule 18.7. Your response is required as soon as
reasonably possible and, in any event, by not later than 3:00 pm (WST) on Thursday, 15 September 2016. If
we do not have your response by then, ASX will have no choice but to consider suspending trading in the
Entity’s securities under Listing Rule 17.3.
You should note that if the information requested by this letter is information required to be given to ASX
under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, the Entity’s
obligation is to disclose the information “immediately”. This may require the information to be disclosed
before the deadline set out in the previous paragraph.
ASX reserves the right to release a copy of this letter and your response on the ASX Market Announcements
Platform under Listing Rule 18.7A. Accordingly, your response should be in a form suitable for release to the
market.
Your response should be sent to me by e-mail at
[email protected] and
[email protected]. It should not be sent directly to the ASX Market Announcements Office. This
is to allow me to review your response to confirm that it is in a form appropriate for release to the market,
before it is published on the ASX Market Announcements Platform.
Listing Rule 3.1
Listing Rule 3.1 requires a listed entity to give ASX immediately any information concerning it that a
reasonable person would expect to have a material effect on the price or value of the entity’s securities.
Exceptions to this requirement are set out in Listing Rule 3.1A.
The obligation of the Entity to disclose information under Listing Rules 3.1 and 3.1A is not confined to, nor is
it necessarily satisfied by, answering the questions set out in this letter.
In responding to this letter, you should have regard to the Entity’s obligations under Listing Rules 3.1 and
3.1A and also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B.
Trading halt
If you are unable to respond to this letter by the time specified above, you should discuss with us whether it
is appropriate to request a trading halt in the Entity’s securities under Listing Rule 17.1.
If you wish a trading halt, you must tell us:
• the reasons for the trading halt;
• how long you want the trading halt to last;
• the event you expect to happen that will end the trading halt;
• that you are not aware of any reason why the trading halt should not be granted; and
• any other information necessary to inform the market about the trading halt, or that we ask for.
We may require the request for a trading halt to be in writing. The trading halt cannot extend past the
commencement of normal trading on the second day after the day on which it is granted.
Page 4 of 4
You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary
Suspensions.
If you have any queries or concerns about any of the above, please contact me immediately.
Yours sincerely
[Sent electronically without signature]
Sandra Wutete
Senior Adviser, ASX Listings Compliance (Perth)
______________________________________________________________________________
BrainChip Holdings Ltd
ACN 151 159 812
Level 2, 6 Thelma Street, West Perth WA 6005
T: +61 8 9444 2555 | F: +61 8 9444 1600 | W:
www.brainchipinc.com
7 September, 2016
BrainChip signs strategic alliance with global advisory firm
Advisian
BrainChip signs strategic alliance with Advisian Digital Enterprise to
collaborate on a series of projects utilising BrainChip’s technology
Alliance will combine the project development expertise of Advisian, part of
the WorleyParsons Group with the innovative technologies of BrainChip
Products developed under the partnership will be marketed through
Advisian’s global network
A number of potential applications for BrainChip’s technology have already
been identified by the two parties
BrainChip Holdings Ltd (ASX: BRN) is pleased to announce that it has signed a strategic
alliance with global advisory firm Advisian to explore the development of a series of
products that utilise BrainChip’s Spiking Neuron Adaptive Processor (SNAP) technology.
Advisian is part of WorleyParsons Limited (ASX: WOR), an ASX-listed professional
services giant. The alliance will combine Advisian’s extensive project expertise with
BrainChip’s SNAP technology, which provides a rapid learning capability that opens up a
whole new area of possibilities for data analysis.
The two companies will work together on a project development plan that will identify a
series of products that can be developed using BrainChip’s SNAP and related technologies.
All projects developed under the partnership will be marketed through WorleyParson’s
extensive global network. All intellectual property will remain with BrainChip.
Both Advisian and BrainChip have already identified a number of potential applications for
the SNAP technology across a range of industries.
Bradley Andrews, President of Digital Enterprise at Advisian Digital Enterprise,
commented: “Advisian Digital Enterprise is pleased to partner with BrainChip to bring
leading SNAP technology combined with Digital Enterprise solutions to our customers in
Resources, Energy and Infrastructure.”
______________________________________________________________________________
BrainChip Holdings Ltd
ACN 151 159 812
Level 2, 6 Thelma Street, West Perth WA 6005
T: +61 8 9444 2555 | F: +61 8 9444 1600 | W:
www.brainchipinc.com
Peter van der Made, founder and interim chief executive officer of BrainChip, commented:
“Having a partner like Advisian, with a strong industry reputation and global network of
clients, provides an important validation of the BrainChip technology. We have already
identified a series of potential projects utilising SNAP and we look forward to bringing
further updates to the market on our progress over the next few months.”
About BrainChip
Located in Aliso Viejo, California, BrainChip has developed a revolutionary new Spiking
Neuron Adaptive Processor (SNAP) technology that is extremely fast, has the ability to learn
autonomously and rapidly, and associate information just like the human brain. The
technology is fast, completely digital, and consumes very low power. Additional information
is available by visiting
www.brainchipinc.com
About Advisian Digital Enterprise
Advisian Digital Enterprise workswith its clients to realise the future of an advanced
industry in which data and digital transformation has brought energy, resilience and new
paradigms. It solves clients’ toughest challenges by applying technology, thinking and
experience to the acquisition, management and visualisation of data that connects the
digital realm to the physical one. Additional information is available by visiting
advisian.com/our-services/digitalenterprise.aspx
Media contact:
Ben Grubb
Media and Capital Partners
[email protected]
+61 414 197 508
Company Secretary:
Nerida Schmidt
BrainChip Holdings Ltd
[email protected]
+61 8 9444 2555
ASX Compliance Pty Limited
ABN 26 087 780 489
20 Bridge Street
Sydney NSW 2000
www.asx.com.au
Customer service 13 12 79
13 September 2016
Ms Nerida Schmidt
Company Secretary
Brainchip Holdings Limited
Level 2
6 Thelma Street
WEST PERTH WA 6005
By email
Dear Ms Schmidt
Brainchip Holdings Limited (the “Entity”): ASX aware query
ASX Limited (“ASX”) refers to the following:
1. The Entity’s press release entitled “BrainChip signs strategic alliance with global advisory firm Advisian”
released to the Entity’s website on Tuesday, 7 September 2016 (the “Press Release”), disclosing a
strategic alliance with Advisian Digital Enterprise (part of ASX-listed Worley Parsons Limited) to
collaborate on a series of projects utilising the Entity’s technology (attached).
2. The increase in the trading price of the Entity’s securities in the two trading days, and the substantial
increase in the volumes traded of the Entity’s securities in the three trading days, following the Press
Release as shown below:
3. Listing Rule 3.1, which requires a listed entity to give ASX immediately any information concerning it
that a reasonable person would expect to have a material effect on the price or value of the entity’s
securities.
4. The definition of “aware” in Chapter 19 of the Listing Rules. This definition states that:
“an entity becomes aware of information if, and as soon as, an officer of the entity (or, in the
case of a trust, an officer of the responsible entity) has, or ought reasonably to have, come into
possession of the information in the course of the performance of their duties as an officer of
that entity.”
Additionally, you should refer to section 4.4 in Guidance Note 8 Continuous Disclosure: Listing Rules
3.1 – 3.1B “When does an entity become aware of information”.
Page 2 of 4
5. Listing Rule 3.1A, which sets out exceptions from the requirement to make immediate disclosure,
provided that each of the following are satisfied.
“3.1A Listing rule 3.1 does not apply to particular information while each of the following is satisfied in
relation to the information:
3.1A.1 One or more of the following applies:
• It would be a breach of a law to disclose the information;
• The information concerns an incomplete proposal or negotiation;
• The information comprises matters of supposition or is insufficiently definite to
warrant disclosure;
• The information is generated for the internal management purposes of the
entity; or
• The information is a trade secret; and
3.1A.2 The information is confidential and ASX has not formed the view that the information
has ceased to be confidential; and
3.1A.3 A reasonable person would not expect the information to be disclosed.”
5. ASX’s policy position on the concept of “confidentiality”, which is detailed in section 5.8 of Guidance
Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B. In particular, the Guidance Note states that:
“Whether information has the quality of being confidential is a question of fact, not one of the
intention or desire of the listed entity. Accordingly, even though an entity may consider
information to be confidential and its disclosure to be a breach of confidence, if it is in fact
disclosed by those who know it, then it ceases to be confidential information for the purposes of
this rule.”
Having regard to the above, we ask that you answer the following questions in a format suitable for release
to the market in accordance with Listing Rule 18.7A:
1. Does the Entity consider the information referred to in the Press Release to be information that a
reasonable person would expect to have a material effect on the price or value of its securities?
2. When did the Entity become aware of the information referred to in the Press Release? Please include
details of the relevant time and circumstances of the Entity becoming aware of the information
referred to in the Press Release.
3. If the answer to any part of question 1 is “yes” and the Entity became aware of the information referred
to in the Press Release prior to the release of the Press Release on Tuesday, 7 September 2016, did the
Entity lodge any announcement with ASX Market Announcements prior to this date which disclosed
the information in the Press Release? If so, please provide details. If not, please explain why this
information was not released to the market at an earlier time, commenting specifically on when you
believe the entity was obliged to release the information under Listing Rules 3.1 and 3.1A and what
steps the Entity took to ensure that the information was released promptly and without delay.
4. If the answer to question 1 is “no”, please advise the basis for that view.
Page 3 of 4
5. Please confirm that the Entity is in compliance with the Listing Rules and, in particular, Listing Rule 3.1.
When and where to send your response
This request is made under, and in accordance with, Listing Rule 18.7. Your response is required as soon as
reasonably possible and, in any event, by not later than 3:00 pm (WST) on Thursday, 15 September 2016. If
we do not have your response by then, ASX will have no choice but to consider suspending trading in the
Entity’s securities under Listing Rule 17.3.
You should note that if the information requested by this letter is information required to be given to ASX
under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, the Entity’s
obligation is to disclose the information “immediately”. This may require the information to be disclosed
before the deadline set out in the previous paragraph.
ASX reserves the right to release a copy of this letter and your response on the ASX Market Announcements
Platform under Listing Rule 18.7A. Accordingly, your response should be in a form suitable for release to the
market.
Your response should be sent to me by e-mail at
[email protected] and
[email protected]. It should not be sent directly to the ASX Market Announcements Office. This
is to allow me to review your response to confirm that it is in a form appropriate for release to the market,
before it is published on the ASX Market Announcements Platform.
Listing Rule 3.1
Listing Rule 3.1 requires a listed entity to give ASX immediately any information concerning it that a
reasonable person would expect to have a material effect on the price or value of the entity’s securities.
Exceptions to this requirement are set out in Listing Rule 3.1A.
The obligation of the Entity to disclose information under Listing Rules 3.1 and 3.1A is not confined to, nor is
it necessarily satisfied by, answering the questions set out in this letter.
In responding to this letter, you should have regard to the Entity’s obligations under Listing Rules 3.1 and
3.1A and also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B.
Trading halt
If you are unable to respond to this letter by the time specified above, you should discuss with us whether it
is appropriate to request a trading halt in the Entity’s securities under Listing Rule 17.1.
If you wish a trading halt, you must tell us:
• the reasons for the trading halt;
• how long you want the trading halt to last;
• the event you expect to happen that will end the trading halt;
• that you are not aware of any reason why the trading halt should not be granted; and
• any other information necessary to inform the market about the trading halt, or that we ask for.
We may require the request for a trading halt to be in writing. The trading halt cannot extend past the
commencement of normal trading on the second day after the day on which it is granted.
Page 4 of 4
You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary
Suspensions.
If you have any queries or concerns about any of the above, please contact me immediately.
Yours sincerely
[Sent electronically without signature]
Sandra Wutete
Senior Adviser, ASX Listings Compliance (Perth)
(20min delay)