CML Microcircuits Regulatory News (CML)

7 October 2025

CML Microsystems Plc

("CML", the "Company" or the "Group")

Issue of Shares

US$2m deferred consideration to Nathan Zommer, NED, to be satisfied through New Ordinary Shares

CML Microsystems Plc, which develops mixed-signal, RF and microwave semiconductors for global communications markets, is pleased to announce that it has agreed to issue new ordinary shares of 5 pence each ("Ordinary Shares") to Non-Executive Director, Nathan Zommer, in lieu of a cash payment due under the terms of the Company's acquisition of Microwave Technology, Inc. (MwT") which completed in October 2023 (the "Acquisition"). Full details of the Acquisition can be found in the Company's announcement of 2 October 2023.

Under the terms of the Acquisition, a payment of approximately US$2 million was due to Mr. Zommer in cash on the second anniversary of the Acquisition. He has requested that this payment be satisfied through the issue of Ordinary Shares. The Board has agreed to this request and will issue 559,134 Ordinary Shares to Mr. Zommer at a price of 262p per share, equal to the closing mid-price of the Company's shares on 1 October 2025, being the business day prior to the second anniversary of the Acquisition. 

Nigel Clark, Non-Executive Chairman of CML Microsystems commented: "We are delighted that Nathan has chosen to receive his deferred consideration in CML shares rather than cash. This decision is a strong vote of confidence in the growth potential of CML and a clear alignment of interests with our shareholders. It's encouraging to see such commitment from within the leadership team as we continue to deliver on our strategic ambitions."

Nathan Zommer, Non-Executive Director, commented: "When the sale of MwT into CML was agreed in January 2023, I talked about our cultural fit and excitement at the opportunity for the enlarged business. Two years after the deal completed, I am more convinced that we are on the right strategic path and more confident of our future success."

Total Voting Rights

Application has been made to the London Stock Exchange for the 559,134 Ordinary Shares to be admitted to trading on AIM, which is expected to occur on 8 October 2025.

In conformity with the Financial Conduct Authority's Disclosure and Transparency rules, CML Microsystems Plc hereby notifies the market that the Company's issued share capital now comprises 17,063,888 Ordinary Shares. The Company holds 479,115 Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company is 16,584,773 Ordinary Shares. 

The above figure of 16,584,773 Ordinary Shares in the Company carrying voting rights may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

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.