CML Microsystems PLC Move to AIM and Board Update (4320A)
01 Junio 2021 - 5:30AM
UK Regulatory
TIDMCML
RNS Number : 4320A
CML Microsystems PLC
01 June 2021
1 June 2021
CML Microsystems Plc
("CML", the "Company" or the "Group")
Proposed cancellation of the Company's Ordinary Shares from the
Official List, proposed admission to trading on AIM and Board
Update
Move to AIM
CML Microsystems Plc, which develops mixed-signal, RF and
microwave semiconductors for global communications markets, today
announces that the Board is proposing to cancel the admission of
the Company's ordinary shares of 5 pence each ("Ordinary Shares")
from the standard segment of the Official List and from trading on
the London Stock Exchange's Main Market for listed securities
("Cancellation") and is proposing to apply for the admission of the
Company's Ordinary Shares to trading on the AIM market ("AIM") of
the London Stock Exchange ("Admission"), such that Cancellation and
Admission (together the "Move to AIM") will take place
simultaneously.
The Listing Rules do not require a company wishing to cancel the
admission of its shares to listing on the standard segment of the
Official List to seek shareholder approval at a general meeting.
Notwithstanding this, the Directors believe that as a matter of
good corporate governance, the Company's shareholders
("Shareholders") should be consulted and accordingly have resolved
that the Cancellation should be subject to shareholder approval by
way of an ordinary resolution ("Cancellation and Admission
Resolution") to be proposed at the Company's Annual General Meeting
("AGM"). Therefore, the Cancellation and Admission Resolution will
be proposed at the Company's forthcoming AGM.
The Board believes that a move to AIM is in the best interests
of the Company and its Shareholders. Following completion of the
sale of its storage division (the "Disposal"), the Group is fully
focussed on a much larger global opportunity within the wireless
communications market and the Board considers that AIM provides a
more appropriate regulatory environment for the Company and its
growth prospects. The Directors also believe that as an AIM
company, certain Shareholders may also benefit from particular
inheritance tax and stamp duty reserve tax exemptions in respect of
their interests in the Company's Ordinary Shares, which are more
attractive than those applicable to a company on the Main Market.
In addition, given the Company's anticipated growth and income
stream (from dividends), being admitted to trading on AIM may also
assist in diversifying the Company's shareholder base.
The Move to AIM will also enable the Company to improve its
flexibility in relation to future corporate actions, complementing
existing capital resources following the recent Disposal. Further
details of the rationale for the Move to AIM will be set out in the
Notice of AGM.
The Company will in due course invite shareholders to vote on
the Move to AIM at the upcoming AGM which is expected to be held on
4 August 2021. Notice of the AGM plus further information on the
move to AIM is expected to be posted to shareholders on or around 2
July 2021 at the same time as the Company's results (which are due
to be announced on 15 June 2021).
Board Update
The Company's former Group Financial Director departed the Group
in February 2020. Since then, Nigel Clark has held the dual role of
Chairman and Group Finance Director on an interim basis, with the
intention of securing a replacement Finance Director. In December
2020, the Group announced the Disposal, the result of which was to
substantially reduce the scale of the Group's operations. The Board
are of the current view, taking into account the strength in depth
of its finance function, and the significant amount of financial
expertise on the Board, that there is now no immediate need to
appoint a Group Financial Director. As a result, Nigel Clark will
become Executive Chairman effective immediately. Nigel Clark will
retain overall responsibility for the finance function at Board
level.
The Group retains ambitious organic growth plans and potentially
by way of acquisitions, as it seeks to utilise the capital
resources it has available on its balance sheet to grow the
business and generate value for its Shareholders. The Board will
keep under constant review the needs of the business and
requirement for additional bandwidth through the appointment of
additional executive and non-executive directors onto the Board,
with appropriate levels of experience and responsibility.
As part of its Board restructuring, the Company also announces
the appointment of Geoff Barnes, an existing independent
Non-Executive Director, as Senior Independent Non-Executive
Director, effective immediately. Jim Lindop, Independent
Non-Executive Director, has been appointed to the Audit Committee,
again with immediate effect.
CML Microsystems Plc www.cmlmicroplc.com
Chris Gurry, Group Tel: +44(0)1621 875
Managing Director 500
Nigel Clark, Group
Executive Chairman
Shore Capital
Advisory Tel: +44(0)20 7408 4090
Edward Mansfield
James Thomas
John More
Corporate Broking
Fiona Conroy
SP Angel Corporate
Finance LLP Tel: +44(0)203 463 2260
Jeff Keating
Alma PR
Josh Royston Tel: +44 (0)20 3405
Caroline Forde 0212
Robyn Fisher
About CML Microsystems PLC
CML develops mixed-signal, RF and microwave semiconductors for
global communications markets. The Group utilises a combination of
outsourced manufacturing and in-house testing with trading
operations in the UK, Asia and USA. CML targets sub-segments within
Communication markets with strong growth profiles and high barriers
to entry. It has secured a diverse, blue chip customer base,
including some of the world's leading commercial and industrial
product manufacturers.
The spread of its customers and diversity of the product range
largely protects the business from the cyclicality usually
associated with the semiconductor industry. Growth in its end
markets is being driven by factors such as the appetite for data to
be transmitted faster and more securely, the upgrading of telecoms
infrastructure around the world and the growing prevalence of
private commercial wireless networks for voice and/or data
communications linked to the industrial internet of things
(IIoT).
The Group is cash-generative, has no debt and is dividend
paying.
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