LWRF.L Regulatory News (LWRF)

10 February 2020

LightwaveRF plc

(AIM: LWRF)

Result of General Meeting,

Cancellation of Admission to trading on AIM

and Update on Strategic Review

Result of General Meeting 

LightwaveRF plc ("LightwaveRF", "Lightwave" or the "Company"), the leading smart home solutions provider, announces that the special resolution put to Shareholders at the General Meeting held earlier today was duly passed. 

Of the 123,583,446 shares in issue, votes cast on a poll called by the Chairman were as follows: 

As such more than 94.8% of votes cast were in favour of the resolution. Abstentions were 17,006,099.

Cancellation of Admission to trading on AIM

The Directors of the Company will now take all steps necessary to cancel the admission of the Ordinary Shares to trading on AIM. It is anticipated that the last day of dealings in the Ordinary Shares will be 21 February 2020. The expected time and date of Cancellation is 7.00 a.m. on Monday 24 February 2020.

The Company intends to implement a Matched Bargain Facility, provided by JP Jenkins, to assist Shareholders to trade in the Ordinary Shares with effect from the date of Cancellation. 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.

Update on Strategic Review 

The Strategic Review, announced 18 November 2019, is ongoing. 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 with the intention to identify new value-creating opportunities within the business.

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.

This announcement should be read in conjunction with the full text of the Circular dated 24 January 2020 ("Circular"), copies of which are available on the Company's website at www.lightwaverf.com. Unless otherwise defined, capitalised terms in this announcement have the same meaning as given in the Circular.

For further information: 

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 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 11 February 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.