CML Microcircuits Regulatory News (CML)

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.

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.