TIDMLWRF
RNS Number : 8944A
LightwaveRF PLC
24 January 2020
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 THAT JURISDICTION
This announcement contains inside information as defined in EU
Regulation No. 596/2014 and is in accordance with the Company's
obligations under Article 7 of that Regulation.
LightwaveRF plc
(AIM:LWRF)
Update on Strategic Review,
Proposed cancellation of admission to trading on AIM
and
Notice of General Meeting
LightwaveRF plc ("LightwaveRF", "Lightwave" or the "Company"),
the leading smart home solutions provider, announces an update on
the Strategic Review announced on 18 November 2019 and that its
Board has decided to seek shareholder approval for cancellation of
the admission of its ordinary shares to trading on AIM
("Cancellation"). The Company will be posting a circular to
shareholders ("Circular") today convening a general meeting of the
Company ("General Meeting") for shareholders to approve the
Cancellation.
Update on Strategic Review
On 18 November 2019, the Company announced a strategic review,
including a formal sale process and the commencement of an offer
period under the rules of the City Code on Takeovers and Mergers
("City Code") ("Strategic Review").
The Strategic Review remains ongoing and is still at an early
stage. An information memorandum has been issued to a number of
interested parties who have entered into non-disclosure agreements
with the Company and BDO LLP ("BDO") with the intention to identify
new value-creating opportunities within the business. BDO, acting
on behalf of the Company in relation to the Strategic Review, is in
contact with additional parties that may also be included in this
process.
Proposed cancellation of admission to trading on AIM
As part of the Strategic Review, the Board has considered the
benefits and drawbacks to the Company retaining admission of its
ordinary shares to trading on AIM.
The Circular will set out the background to, the reasons for and
the implications of Cancellation and to explain why the Board
believes that Cancellation is in the best interests of the Company
and its shareholders as a whole. Pursuant to Rule 41 of the AIM
Rules for Companies, Cancellation is conditional upon the approval
of not less than 75 per cent. of the votes cast by the Company's
shareholders (whether in person or by proxy) at the General
Meeting.
The General Meeting will be held at 11.00 a.m. on 10 February
2020 at the Company's registered offices, Innovation Birmingham
Campus, Faraday Wharf, Holt Street, Birmingham B7 4BB.
A copy of the expected timetable and letter from the Chairman of
the Company extracted from the Circular are set out below.
The process for the Strategic Review will not change as a result
of Cancellation and the Company will continue to be subject to the
City Code. The Directors will provide shareholders with updates on
the Strategic Review process, as applicable, by way of an
announcement through a Regulatory Information Service and also via
the Company's website, www.lightwaveRF.com.
A further announcement will be made in due course.
Enquiries:
LightwaveRF plc www.lightwaveRF.com
Jason Elliott, CEO +44 (0) 121 250 3625
Kevin Edwards, CFO
BDO LLP (Financial Adviser) www.bdo.co.uk
John Stephan +44 (0) 207 486 5888
Alper Dervish +44 (0) 7971 716 343
-----------------------
Shore Capital (Nominated Adviser www.shorecap.co.uk
and Broker) +44 (0) 207 408 4090
Tom Griffiths/David Coaten (Corporate
Advisory)
-----------------------
Yellow Jersey PR www.yellowjerseypr.com
Charles Goodwin/Annabel Atkins +44 (0) 7747 788 221
-----------------------
About LightwaveRF plc
Lightwave is Europe's leading supplier of installed home
automation technology.
Lightwave products offer convenient automation, control and
monitoring of lighting, heating and power via its app, Apple
HomePod, Amazon Alexa or Google Assistant. Lightwave is also
integrated with Samsung SmartThings and EVO protocols from
Honeywell Home by Resideo.
With market leading quality and wireless range, the modular
system enables users to begin with a small number of devices and
grow over time to easily control an entire property.
Devices are retrofittable using existing standard wiring and are
easy to install. Lightwave also recommends a network of approved,
qualified electricians who have been trained by the Company.
In markets across Europe, Lightwave products can be purchased
from the Company directly or from approved stockists, including
Apple, Amazon, ScrewFix and wholesalers, including Rexel and
CEF.
Lightwave technology can also be specified as a pre-installed
option in newly built properties from Berkeley Homes in partnership
with E.ON Home, Urban Splash and Trivselhus.
For further information please visit www.lightwaverf.com
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
LightwaveRF plc as financial adviser in connection with the
Strategic Review and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than LightwaveRF plc for providing the protections
afforded to clients of BDO LLP nor for providing advice in relation
to the matters referred to in this announcement.
Shore Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, acts as nominated
adviser and broker to LightwaveRF plc. Shore Capital's
responsibilities as the Company's nominated adviser and broker
under the AIM Rules are owed solely to the London Stock Exchange
and are not owed to the Company or to any Director or to any other
person.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
This announcement contains inside information for the purposes
of Article 7 of the Regulation (EU) No 596/2014 on Market Abuse.
Upon the publication of this announcement, this information is
considered to be in the public domain.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement and the Circular will be made
available on the Company's website at www.lightwaverf.com as soon
as possible but no later than 12:00 noon (London time) on 27
January 2020 (being the business day following the date of this
announcement) in accordance with Rule 30.4 of the Code. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All references to time in this announcement are to London time
and the dates and times given are based on the Company's current
expectations and may be subject to change
If any of the below times and/or dates change, the revised times
and/or dates will be announced via a Regulatory Information
Service.
2020
Announcement of Cancellation pursuant 24 January
to AIM Rule 41
--------------------------
Publication and posting of the Circular 24 January
and the Form of Proxy to Shareholders
--------------------------
Latest time and date for receipt of 11:00 a.m. on 6 February
Forms of Proxy
--------------------------
General Meeting 11:00 a.m. on 10 February
--------------------------
Announcement of result of General 10 February
Meeting
--------------------------
Last day of dealings in Ordinary Shares 21 February
on AIM
--------------------------
Expected time and date of Cancellation 7.00 a.m. on 24 February
--------------------------
The Cancellation requires the approval of not less than 75 per
cent. of votes cast by Shareholders, whether voting in person or by
proxy, at the General Meeting.
LETTER FROM THE CHAIRMAN OF THE COMPANY
LightwaveRF plc
(Incorporated and registered in England and Wales under number
06690180)
Directors: Registered Office:
Barry Gamble Non-Executive Chairman Innovation Birmingham
Campus
Jason Elliott Chief Executive Officer Faraday Wharf
Kevin Edwards Chief Financial Officer Holt Street
Steve Harris Non-Executive Director Birmingham B7 4BB
Mike Lord Non-Executive Director and Consultant
John Shermer Founder and Chief Technical Officer
Dear Shareholder and Optionholders
Proposed cancellation of admission to trading on AIM of the
Ordinary Shares
and
Notice of General Meeting
1. Introduction
As announced by the Company on 24 January 2020, it is seeking
Shareholder approval for the cancellation of the admission of its
Ordinary Shares to trading on AIM.
The purpose of this letter is to explain the background to the
Cancellation and the reasons why the Directors unanimously consider
it to be in the best interests of the Company and its Shareholders
as a whole and to seek your approval for the Cancellation at the
General Meeting convened for this purpose. A Notice of the General
Meeting will be set out at the end of the Circular.
2. Background to and reasons for the Cancellation
On 18 November 2019, the Company announced a strategic review,
including a formal sale process under the Takeover Code. This
announcement stated that the Board believed that the Company would
benefit from additional finance from a financial or larger
corporate partner in order to support its growth plan. However,
whilst the Company had been able historically to raise equity
finance to support its development, the Board believed that the
recent fundraisings had taken up more of management's time than
desired, relative to the amounts raised, which had adversely
impacted the Company's growth. The amount of new money raised had
also meant that certain significant Shareholders had been
restricted in the amounts they could invest. The Board, with the
support of its largest Shareholder, Committed Capital, therefore
wished to take a wider approach to explore the alternatives for
raising additional investment from new investors, to assist in
accelerating the growth of the business.
The Strategic Review remains ongoing and is still at an early
stage. An information memorandum has been issued to a number of
interested parties who have entered into non-disclosure agreements
with the Company and BDO with the intention to identify new
value-creating opportunities within the business. BDO, who are
acting on behalf of the Company in relation to the Strategic
Review, is in contact with additional parties that may also be
included in this process.
The process as set out in the Strategic Review Announcement will
not change as a result of the Cancellation and the Directors will
provide Shareholders with updates on the process, as applicable, by
way of an announcement through a Regulatory Information Service and
also via the Company's website www.lightwaveRF.com.
As part of the Strategic Review, the Board has considered the
benefits and drawbacks to the Company retaining Admission. The
Directors have considered the following key factors:
-- the Directors do not believe that the Company's business is
widely understood or appreciated and, consequently the Share price
fails to reflect what the Directors believe to be the true value of
the underlying business; the Directors have little confidence that
this underlying value will be fully appreciated whilst the Company
retains its Admission;
-- the trading volumes in respect of the Shares are very low and
this illiquidity prevents Shareholders from trading in meaningful
volumes or with any frequency;
-- the "matched bargain trading facility" (described in section
6 below) that the Company intends to facilitate post-Cancellation
will, in the Directors' opinion, offer Shareholders a suitable
substitute trading mechanism for dealing in the Ordinary
Shares;
-- the ongoing costs of maintaining Admission (approximately
GBP335,000 per annum) are significant and could be better used in
running and further developing the business for the benefit of the
Shareholders;
-- the Directors believe that the Company will be able to
utilise the significant amount of senior management time currently
entailed in maintaining Admission by allowing increased focus on
growing the business for the benefit of Shareholders; and
-- the Directors believe that Admission significantly inhibits flexibility of the business.
Taking all of these factors into account, the Board believes
that Cancellation is in the best interests of the Company and its
Shareholders as a whole.
3. Process for Cancellation
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of its intention to cancel
Admission subject to Shareholders' approval and giving 20 business
days' notice. Additionally, Cancellation will not take effect until
at least five clear business days have passed following the passing
of the Resolution. Under the AIM Rules, it is a requirement that
Cancellation is approved by the requisite majority of Shareholders
voting at the General Meeting (being not less than 75 per cent. of
the votes cast, whether in person or by proxy). Accordingly, the
Resolution seeks Shareholders' approval of Cancellation. Subject to
the Resolution being passed, it is anticipated that trading in the
Ordinary Shares on AIM will cease at the close of business on 21
February 2020 with Cancellation taking effect at 7.00 a.m. on the
following business day, 24 February 2020.
Upon the Cancellation becoming effective, the Company will no
longer be required to comply with the AIM Rules. Shareholders
should note however that the Company will nevertheless remain
subject to the provisions of the City Code.
4. Effect of Cancellation on Shareholders
The principal effects that Cancellation would have on
Shareholders are as follows:
-- There would be no public market on any recognised investment
exchange or multilateral trading facility for the Ordinary Shares
and, consequently, there can be no guarantee that a Shareholder
would be able to purchase or sell any Ordinary Shares. Share
transfers may still be effected after the date of Cancellation.
While the Ordinary Shares will remain freely transferable, they
might be more difficult to trade compared to shares of companies
admitted to trading on AIM. It may also be more difficult for
Shareholders to determine the market value of their shareholdings
in the Company at any given time. However, in order to mitigate the
impact of the loss of liquidity following Cancellation, the Company
intends to set up a matched bargain facility as a trading mechanism
for the Company's Shares. Further details are set out below in
section 6 headed "Trading Mechanism Post-Cancellation";
-- Whilst the Company's CREST facility will remain in place
following the Cancellation, the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will
remain transferable, they may cease to be transferable through
CREST. In this instance, Shareholders who hold Ordinary Shares in
uncertificated form in CREST will receive share certificates;
-- As stated above, the Company will no longer be required to
comply with the AIM Rules, therefore Shareholders will no longer be
afforded the protections given by the AIM Rules. In particular:
o The Company will not be bound to make any public announcements
of material events or to announce interim or final results, comply
with any of the corporate governance practices applicable to AIM
companies, announce substantial transactions and related party
transactions, or comply with the requirement to obtain shareholder
approval for reverse takeovers and fundamental changes in the
Company's business;
o AIM Rule 26, obliging the Company to publish prescribed
information on its website, will cease to apply; and
o the Company will cease to retain a nominated adviser and
broker;
-- The Company would no longer be subject to the Market Abuse
Regulation regulating inside information;
-- The Company will no longer be subject to the Disclosure
Guidance and Transparency Rules and will therefore no longer be
required to publicly disclose any change in major shareholdings in
the Company; and
-- Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own independent tax adviser.
Nevertheless:
-- The Company would remain subject to English company law,
which mandates shareholder approval for certain matters; and
-- The Company would remain subject to the provisions of the
Takeover Code as set out in section 5 below.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of Cancellation.
Following Cancellation becoming effective, the Board intends to
provide certain facilities and services to Shareholders,
including:
-- Posting information on its website at www.lightwaveRF.com,
although Shareholders should be aware that there will be no
obligation on the Company to include the information required under
AIM Rule 26 or to update the website as required by the AIM
Rules;
-- Holding general meetings in accordance with the applicable statutory requirements;
-- Providing access to and/or provide copies of the Company's
audited accounts in accordance with the applicable statutory
requirements;
-- Managing the Company in accordance with such provisions of
the QCA Corporate Governance Code as the Board considers
practicable and appropriate given the size of the Group as a whole
and nature of its business activities; and
-- Subject to the outcome of the Strategic Review, maintain the current board of Directors.
The Company will remain registered with the Registrar of
Companies in England & Wales in accordance with, and subject
to, the Companies Act 2006, notwithstanding Cancellation.
Following Cancellation it will still be possible to hold
Ordinary Shares in uncertificated form in CREST.
Shareholders should be aware that if Cancellation takes effect,
they will at that time cease to hold Shares in a company whose
shares are admitted to trading on AIM and the matters set out above
will automatically apply to the Company from the date of
Cancellation.
Shareholders who are in any doubt about their tax position
should consult their own independent professional adviser.
5. Takeover Code
The Company will continue to be subject to the terms of the
Takeover Code following Cancellation provided that the Company
continues to have its registered office in the UK and is considered
by the Panel to have its place of central management and control in
the UK.
Should the Strategic Review result in an offer being made for
the Issued Share Capital, any such offer would be governed by the
Takeover Code and subject to the jurisdiction of the Panel.
Under Rule 9 of the Takeover Code ("Rule 9"), any person who
acquires, whether by a series of transactions over a period of time
or not, an interest (as defined in the Takeover Code) in shares
which, taken together with shares in which that person is already
interested, or in which persons acting in concert are interested,
carry 30 per cent. or more of the voting rights of a company which
is subject to the Takeover Code, is normally required to make a
mandatory general offer to all the remaining Shareholders to
acquire their shares.
Similarly, Rule 9 of the Takeover Code also provides that when
any person, together with persons acting in concert with him, is
interested in shares which, in aggregate, carry more than 30 per
cent. of the voting rights of such company, but does not hold
shares carrying 50 per cent. or more of such voting rights, a
mandatory general offer will normally be required if any further
interest in shares is acquired by any such person.
Any offer under Rule 9 must be in cash and must be at the
highest price paid by the person required to make the offer, or any
person acting in concert, for any interest in shares of the company
in question during the 12 months prior to the announcement of the
offer.
As the Takeover Code will continue to apply, Rule 9 will
continue to apply. Therefore, should the Strategic Review result in
a strategic investment by a third party resulting in the third
party acquiring 30 per cent. or more of the Issued Share Capital,
the Company would be required to apply to the Panel for approval of
a Rule 9 waiver under the Takeover Code and, in addition, seek
independent Shareholder approval prior to any such investment. This
would permit the investment to be made without triggering an
obligation on the part of the third party to make a mandatory
general offer for the Company under Rule 9.
As set out in the Company's circulars to Shareholders dated 1
March 2019 and 20 September 2019, the Company's largest Shareholder
is Committed Capital Limited and persons acting in concert with it
("Concert Party"). As at the date of this announcement, the Concert
Party is interested, in aggregate, in approximately 37.84 per cent.
of the Issued Share Capital. Should the Concert Party (or any
member of the Concert Party) subscribe for additional Shares,
whether or not as part of the Strategic Review (that increases the
percentage of Shares carrying voting rights in which the Concert
Party is interested), the Company would be required to apply to the
Panel for approval of a Rule 9 waiver under the Takeover Code and
seek independent Shareholder approval. This would permit the
investment to be made without triggering an obligation on the part
of the Concert Party to make a mandatory general offer for the
Company.
6. Trading mechanism post Cancellation
The Directors are aware that, should Cancellation be approved by
the Shareholders at the General Meeting, it would make it difficult
to buy and sell Ordinary Shares. Accordingly, the Company intends
to implement the Matched Bargain Facility to assist Shareholders to
trade in the Ordinary Shares with effect from the date of
Cancellation.
The Matched Bargain Facility will be provided by JP Jenkins,
which is part of Peterhouse Capital Limited, which is authorised
and regulated by the FCA, a member of the London Stock Exchange and
a NEX Exchange Corporate Adviser. Under the Matched Bargain
Facility, Shareholders or persons wishing to acquire or dispose of
Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal
directly with members of the public), of the number of Ordinary
Shares that they are prepared to buy or sell at an agreed price. In
the event that JP Jenkins is able to match that order with an
opposite sell or buy instruction, they would contact both parties
and then effect the bargain. Should Cancellation become effective,
details of the Matched Bargain Facility will be made available on
the Company's website, www.lightwaveRF.com and on the JP Jenkins'
website, www.jpjenkins.com and directly by letter or e-mail (where
appropriate).
7. Current trading and prospects
The Company published a trading update on 20 January 2020 in
which it stated that like-for-like revenue for the three months
ended 31 December 2019 was GBP1.06 million (31 December 2018:
GBP1.15 million) with Telesales and E-commerce revenue of
GBP394,000 (31 December 2018: GBP229,000) and GBP307,000 (31
December 2018: GBP291,000) respectively.
Following a challenging final quarter for the financial year
ended 30 September 2019, held back by a number of one-off issues,
trading during the three month period ended 31 December 2019
demonstrated a near return to the sales levels experienced during
the first quarter of the financial year to 30 September 2019.
Following a successful first two months of the current financial
year which included Black Friday and Cyber Monday, the Company has
continued to make progress. The focus for the financial year to 30
September 2020 remains to build revenues within the professional
channels, electrical installers, contractors and selected
wholesalers.
The Company published its final results for the year ended 30
September 2019 on 21 January 2020 which included the following:
"Overview
The last year has presented a number of challenges, but
nonetheless further good progress has been made. Underpinning this
is a growing number of enthusiastic and knowledgeable customers who
are highly appreciative of Lightwave products and the technical
support provided to ensure a really good user experience. This is
reflected in customer endorsements on Trustpilot being at 4.5
stars, a rating of excellent.
We have further refined our distribution by working with a
number of partners. We have also successfully developed our direct
to consumer proposition through the website and telesales. The
LightwavePRO initiative of dedicated training courses for
professional electricians is also fast becoming a unique selling
point of the Lightwave business.
Results
During the first three-quarters of the financial year, revenue
increased significantly, and this presented a real challenge in the
financing of working capital. We had anticipated being able to
quickly sort this issue, but the resolution took much longer than
anticipated. In particular, the board did not foresee the required
publication of a circular to shareholders. I would not
underestimate the considerable amount of board time needed and the
distraction from the day-to-day business inherent in this process.
This amounted to a significant opportunity cost to your
company.
As a result, progress stalled in the final quarter through a
combination of revenue held back by stock shortages, reduced
digital marketing spend and some associated one-off costs. A
further significant revenue contribution at the end of the
financial year did not materialise, but is still in prospect for
later this calendar year.
Nonetheless, revenue at GBP4.1 million increased by 46% over
last year (2018: GBP2.8 million) with direct to consumer revenue
contributing significantly. The shifting revenue mix and attention
to improving efficiencies is now being seen in improving
margins.
Outlook
We continue to see a substantial market opportunity for
Lightwave as currently defined, but also in the wider context of
the need to ensure optimal energy usage in response to the threat
of climate change. Lightwave has without doubt made a lot of
progress this year, has strong relationships with leading
technology and other companies all of which position it well for
further success."
8. Share Option Scheme
The rights of Optionholders under the Share Option Scheme will
remain unaffected by Cancellation.
9. Taxation
Shareholders are strongly advised to consult their professional
advisers about their own personal tax position arising in
connection with Cancellation.
10. General Meeting
Cancellation requires the approval of Shareholders at the
General Meeting of a special resolution, which requires the
approval of not less than 75 per cent. of the Shareholders voting
either directly or via proxy at the General Meeting. Accordingly,
set out at the end of the Circular will be a notice convening the
General Meeting to be held at the registered offices of
LightwaveRF, Innovation Birmingham Campus, Faraday Wharf, Holt
Street, Birmingham, B7 4BB at 11:00 a.m. on 10 February 2020 at
which the Resolution to cancel the admission of the Shares to
trading on AIM will be proposed.
11. Action to be taken
Shareholders will find accompanying the Circular a Form of Proxy
for use in connection with the General Meeting. The Form of Proxy
should be completed and returned in accordance with the
instructions thereon so as to be received by Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen, West Midlands
B62 8HD as soon as possible and in any event not later than 11:00
a.m. on 6 February 2020. Completion and return of the Form of Proxy
will not prevent a Shareholder from attending and voting at the
General Meeting should they so wish.
12. Recommendation
The Directors consider that Cancellation is in the best
interests of the Company and Shareholders as a whole. Accordingly,
the Directors unanimously recommend Shareholders to vote in favour
of the Resolution as they themselves intend to do, in respect of
their own beneficial shareholdings amounting to, in aggregate,
4,338,073 Ordinary Shares representing approximately 3.51 per cent.
of the Issued Share Capital.
In addition, Committed Capital and members of the Concert Party
have indicated to the Board that they intend to vote in favour of
the Resolution in respect of their shareholding amounting to, in
aggregate 45,762,219 Ordinary Shares representing approximately
37.03 per cent. of the Issued Share Capital.
Yours faithfully
Barry Gamble
Chairman
DEFINITIONS
The following definitions apply throughout this announcement and
the Form of Proxy unless the context requires otherwise:
"Admission" admission of the Ordinary Shares
to trading on AIM
"AIM" The Alternative Investment Market,
a market operated by the London
Stock Exchange
-----------------------------------------
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from
time to time
-----------------------------------------
"Board" or "Directors" the directors of the Company whose
names are set out in this announcement
-----------------------------------------
"Business Day" a day other than a Saturday or Sunday
or public holiday in England and
Wales on which banks are open in
London for general commercial business
-----------------------------------------
"Cancellation" the proposed cancellation of Admission,
subject to passing of the Resolution
and in accordance with Rule 41 of
the AIM Rules
-----------------------------------------
"City Code", "Code", the City Code on Takeovers and Mergers,
or "Takeover Code" as amended from time to time
-----------------------------------------
"Committed Capital" Committed Capital Financial Services
Limited and Committed Capital Limited
-----------------------------------------
"Company" or "LightwaveRF" LightwaveRF plc, a company with
registered number 06690180
-----------------------------------------
"Concert Party" together Committed Capital Financial
Services Limited, Committed Capital
Limited, Steve Harris, Mark Blandford
and family, Judy Welch and Else
Thomson
-----------------------------------------
"CREST" the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations)
-----------------------------------------
"Document" or "Circular" the circular expected to be posted
to Shareholders on 24 January 2020
-----------------------------------------
"Form of Proxy" the form of proxy which will accompany
the Circular for use at the General
Meeting
-----------------------------------------
"General Meeting" the general meeting of the Company,
notice of which will be set out
in the Circular
-----------------------------------------
"Group" the Company and its subsidiaries
-----------------------------------------
"Issued Share Capital" the issued share capital of the
Company at the close of business
on 23 January 2020, being the last
Business Day prior to the publication
of this announcement, being 123,583,446
Ordinary Shares
-----------------------------------------
"JP Jenkins" JP Jenkins Limited, New Liverpool
House, 15 Eldon Street, London EC2M
7LD
-----------------------------------------
"London Stock Exchange" London Stock Exchange plc
-----------------------------------------
"Market Abuse Regulation" The Market Abuse Regulation (Regulation
S96/2014)
-----------------------------------------
"Matched Bargain Facility" the unregulated match bargain trading
platform managed by JP Jenkins which
the Company will implement for the
trading of Ordinary Shares immediately
following Cancellation
-----------------------------------------
"Notice of General Meeting" the notice of the General Meeting
which will be set out at the end
of the Circular
-----------------------------------------
"Optionholders" holders of options under the Share
Option Scheme
-----------------------------------------
"Ordinary Shares" or ordinary shares of 5 pence each
"Shares" in the capital of the Company
-----------------------------------------
"Panel" the Panel on Takeovers and Mergers
-----------------------------------------
"Register" the register of members of the Company
-----------------------------------------
"Registrar" Neville Registrars Limited, Neville
House, Steelpark Road, Halesowen,
West Midlands B62 8HD
-----------------------------------------
"Resolution" the resolution to be proposed at
the General Meeting as set out in
the Notice of General Meeting
-----------------------------------------
"Regulatory Information a regulatory information service
Service" or "RIS" as defined by the AIM Rules
-----------------------------------------
"Shareholders" holders of Ordinary Shares
-----------------------------------------
"Share Option Scheme" the Company's 2015 Enterprise Management
Incentive (EMI) Share Option Plan
-----------------------------------------
"Shore Capital" Shore Capital and Corporate Limited
and/or Shore Capital Stockbrokers
Limited, as the context permits
-----------------------------------------
"Strategic Review" the strategic review as set out
in the Strategic Review Announcement
-----------------------------------------
"Strategic Review Announcement" the announcement released by the
Company on 18 November 2019
-----------------------------------------
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
-----------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCSEIFELESSEEF
(END) Dow Jones Newswires
January 24, 2020 09:00 ET (14:00 GMT)
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