Form 6-K CSR PLC For: Nov 21
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2014.
Commission File Number: 001-35265
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CSR plc
(Translation of registrant�s name into English)
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Churchill House
Cambridge Business Park
Cowley Road
Cambridge CB4 0WZ
United Kingdom
Tel: +44 (0)�1223 692000
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F��x������������Form 40-F���
Indicate by checkmark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(l):���
Indicate by checkmark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):���
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.����Yes�������No��x
If �Yes� is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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� | � | CSR plc � (Registrant) | ||
Date: November�21, 2014 | � | By: | � | /s/ Brett Gladden |
� | � | Brett Gladden Company Secretary |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
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FOR IMMEDIATE RELEASE | �� | 21�November 2014 |
OFFER UPDATE
Further to the publication of the scheme document regarding the recommended cash acquisition of CSR plc by Qualcomm Global Trading Pte. Ltd., an indirect wholly owned subsidiary of Qualcomm Incorporated (the �Acquisition�) on 12�November 2014 and as required by Rule 2.6(e)(ii) of the Code, CSR plc (�CSR� or the �Company�) confirms all additional third parties with which CSR was previously in discussions (other than Qualcomm) have confirmed to CSR that they do not intend to make an offer for the Company and as a result they will be treated as if they have made a statement to which Rule 2.8 applies.
The timetable for the completion of the Acquisition remains as set out in the scheme document, with the court meeting of CSR shareholders to approve the Acquisition on 4�December 2014 and completion of the Acquisition expected by the end of the summer of 2015.
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Enquiries: � CSR |
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Will Gardiner, Chief Financial Officer | �� | +44 (0) 1223 692 000 |
J.P. Morgan Cazenove (financial adviser to CSR) | �� | |
Rupert Sadler (New York) Madhu Namburi |
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Dwayne Lysaght (London) Jonathan Wilcox James Robinson |
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Goldman Sachs International (financial adviser to CSR) | �� | |
Pawan Tewari (San Francisco) Tammy Kiely |
�� | +1 415 393 7500 |
Mark Sorrell (London) Nick Harper Alex Garner |
�� | +44 (0) 20 7774 1000 |
FTI Consulting (PR adviser to CSR) | �� | |
Charlie Palmer | �� | +44 (0) 20 3727 1000 |
J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove (�J.P. Morgan Cazenove�), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for CSR and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than CSR for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for CSR and no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than CSR for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the matters in this announcement. Neither Goldman Sachs International nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs International in connection with this announcement, any statement contained herein or otherwise.
Publication on website
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on CSR�s website at www.csr.com by no later than 12.00 p.m. (London time) on the Business Day following the date of this announcement in accordance with Rule 30.4 of the Code.
The content of CSR�s website is not incorporated into and does not form part of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
21�November 2014
CSR plc (�CSR�)
Disclosure of Issued Shares Pursuant to Rule 2.10
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the �Code�), CSR confirms that, as at the date of this announcement, it has 185,875,178 ordinary shares of 0.1 pence admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number (�ISIN�) GB0034147388. 19,857,059 shares are held in Treasury.
CSR has an American Depositary Receipts (�ADR�) programme for which JPMorgan Chase acts as Depositary. 1 ADR represents 4 ordinary shares of CSR. The ADRs trade on the NASDAQ Global Select Market of NASDAQ Stock Market LLC. The trading symbol for these securities is CSRE and the ISIN is US12640Y2054.
The total number of shares attracting voting rights in CSR is therefore 166,018,119. This figure may be used by shareholders to determine the percentage of issued share capital they hold in CSR.
Enquiries:
CSR: Will Gardiner, Chief Financial Officer +44 (0)�1223 692 000
FTI Consulting: Charlie Palmer +44 (0)�20 3727 1000
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