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Quarterly high and low market pricesThe table below states for the four quarters of 2005, high and low prices of our common shares onthe Nasdaq National Market.NASDAQU.S. dollar per common shareQuarter 2004 High LowFirst ...................................... $21.87 $13.51Second .................................... $20.16 $14.76Third ..................................... $18.95 $14.66Fourth .................................... $17.00 $12.50Monthly high and low market pricesThis table states high and low sales prices for the last twelve months.NASDAQU.S. dollar per common shareMonth High LowJanuary 2005 ............................... $19.85 $13.51February 2005 ............................... $21.87 $17.50March 2005 ................................ $20.16 $15.66April 2005 ................................. $19.82 $15.78May 2005 .................................. $18.34 $14.76June 2005 .................................. $18.95 $14.76July 2005 .................................. $18.66 $14.66August 2005 ................................ $18.50 $15.52September 2005 ............................. $17.00 $12.50October 2005 ............................... $14.95 $13.06November 2005 ............................. $16.00 $13.41December 2005 ............................. $18.10 $15.63Item 9B: Plan of DistributionNot applicable.Item 9C: MarketsOur common shares are traded on the Nasdaq National Market under the symbol ‘‘XRTX’’.Item 9D: Selling ShareholdersNot applicable.Item 9E: DilutionNot applicable.Item 9F: Expenses of the IssueNot applicable.76
ITEM 10: ADDITIONAL INFORMATIONItem 10A: Share CapitalNot applicable.Item 10B: Memorandum and Bye-LawsWe incorporate by reference a description of our Memorandum and Bye-laws as set forth in ourregistration statement on Form F-1, File No. 333-116089, filed with the SEC on June 22, 2004.Item 10C: Material ContractsNot applicable.Item 10D: Exchange ControlsWe have been designated by the Bermuda Monetary Authority as a non-resident for Bermudaexchange control purposes. This designation allows us to engage in transactions in currencies other thanthe Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than fundsdenominated in Bermuda dollars) in and out of Bermuda or to pay dividends to United Statesresidents who are holders of our common shares.The Bermuda Monetary Authority has given its consent for the issue and free transferability of ourshares up to the amount of our authorized capital from time to time to and between non-residents ofBermuda for exchange control purposes, provided our shares remain listed on an appointed exchange,which includes the Nasdaq National Market. Approvals or permissions given by the Bermuda MonetaryAuthority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance orour creditworthiness. Accordingly, in giving the consent or permissions, the Bermuda MonetaryAuthority shall not be liable for the financial soundness, performance or default of our business or forthe correctness of any opinions or statements expressed in this Annual Report. Certain issues andtransfers of common shares involving persons deemed resident in Bermuda for exchange controlpurposes require the specific consent of the Bermuda Monetary Authority, although the BermudaMonetary Authority has granted permission for the issue and transferability of up to 20% of our sharesin issue from time to time to persons resident in Bermuda for exchange control purposes.Item 10E: TaxationUnited States Federal Income Tax ConsiderationsThe following discussion is a summary of material U.S. federal income tax consequences of thepurchase, ownership and disposition of our common shares by a U.S. Holder (as defined below). Forthe purpose of this discussion only, ‘‘our common shares’’ refers to shares of Xyratex Ltd. Thissummary is based on the federal income tax laws of the United States (including the Internal RevenueCode of 1986, as amended, its legislative history, existing and proposed regulations thereunder,published rulings and court decisions) as in effect on the date hereof, all of which are subject tochange, possibly with retroactive effect. The discussion is not a full discussion of all tax considerationsthat may be relevant to a decision to purchase our common shares. The discussion addresses only U.S.Holders that purchase our common shares and hold them as capital assets and use the U.S. dollar astheir functional currency. It does not deal with the U.S. federal income tax treatment of investorssubject to special rules, such as grantor trusts, real estate investment trusts, regulated investmentcompanies, banks, brokers, dealers, traders in securities or currencies, financial institutions, insurancecompanies, tax-exempt entities, investors liable for alternative minimum tax, holders of ten percent ormore of our common shares (by vote or value, and directly or by attribution), persons holding ourcommon shares as part of a hedging, straddle, conversion or constructive sale transaction or persons77
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XYRATEX LTDANNUAL REPORT FOR THE YE
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INTRODUCTIONWe are incorporated und
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Year Ended November 30,2005 2004 20
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The computations for the weighted a
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The markets in which we operate are
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technological capabilities. This co
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may cease production of components,
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• potentially adverse tax consequ
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We could incur substantial costs, i
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influence by voting at a meeting of
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Xyratex Ltd to the former sharehold
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In addition to the rapid growth of
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RAID controller technology is proje
Page 30 and 31: Our Competitive StrengthsDisk drive
Page 32 and 33: the storage subsystem and disk driv
Page 34 and 35: Our storage subsystems are internal
Page 36 and 37: systems are capable of testing a fu
Page 38 and 39: Research and DevelopmentWe have ove
Page 40 and 41: • sets forth procedures for the p
Page 42 and 43: Item 4C: Organization StructureXyra
Page 44 and 45: ecame the parent company of our bus
Page 46 and 47: Foreign Exchange Rate FluctuationsT
Page 48 and 49: we recorded in the year ended Novem
Page 50 and 51: Fiscal Year Ended November 30, 2005
Page 52 and 53: Research and Development—otherThe
Page 54 and 55: Fiscal Year Ended November 30, 2004
Page 56 and 57: Selling, General and Administrative
Page 58 and 59: Quarterly Results of OperationsThe
Page 60 and 61: sales growth. The increase in defer
Page 62 and 63: choose to make or alliances we have
Page 64 and 65: compete. Identifiable intangible as
Page 66 and 67: ITEM 6: DIRECTORS, SENIOR MANAGEMEN
Page 68 and 69: Ernest Sampias has served as a dire
Page 70 and 71: Audit CommitteeOur Audit Committee
Page 72 and 73: Employee Benefit/Share Option Plans
Page 74 and 75: The maximum amount that any partici
Page 76 and 77: Restricted StockRestricted stock aw
Page 78 and 79: the options, warrants or rights, bu
Page 82 and 83: whose functional currency is not th
Page 84 and 85: on the Nasdaq National Market and,
Page 86 and 87: Interest RatesWe had cash and cash
Page 88 and 89: aggregate in any fiscal year and th
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Page 92 and 93: XYRATEX LTDAUDITED CONSOLIDATED BAL
Page 94 and 95: F-4XYRATEX LTDAUDITED CONSOLIDATED
Page 96 and 97: XYRATEX LTDNOTES TO AUDITED CONSOLI
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