TIDMLWRF
RNS Number : 5066C
LightwaveRF PLC
10 February 2020
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:
Number
For 72,414,361
Against 3,969,351
Total 76,383,712
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:
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 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.
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
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February 10, 2020 07:00 ET (12:00 GMT)
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