Schedule One - CML Microsystems PLC | RNS | Ticker

Schedule One - CML Microsystems PLC

RNS Announcement

RNS Number : 6034H

AIM

05 August 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

CML Microsystems Plc ("CML" or the "Company" or the "Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Oval Park, Langford, Maldon, Essex CM9 6WG

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.cmlmicroplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company principally operates in the UK, but has subsidiaries in the People's Republic of China, the USA and Singapore and sells its products worldwide.

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).

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

16,596,685 ordinary shares of 5 pence each ("Ordinary Shares"). No restrictions on the transferability of the Ordinary Shares.

In addition to these 16,596,685 ordinary shares, the total number of treasury shares held is 638,467, which do not carry voting rights.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: n/a.

Anticipated market capitalisation on admission: c.£70 million based upon the market capitalisation of the Company on the date of this notification.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

4,624,075 Ordinary Shares or 26.83% of the issued share capital of the Company

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Nigel Graham Clark (Executive Chairman)

Christopher Arthur Joseph Gurry (Group Managing Director)

Geoffrey Frederick Barnes (Senior Independent Non-executive Director)

James ("Jim") Andrew Lindop (Independent Non-executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Anticipated percentage of the Ordinary Shares before and after admission*
Premier Miton Investors	11.7%
Otus Capital Management	9.5%
June M Gurry	9.4%
Herald Investment Management	6.5%
Liontrust Asset Management	6.6%
Ruffer	6.0%
Michael I Gurry	5.8%
Christopher AJ Gurry	5.5%
Tina MR Dean	5.4%
Schroder Investment Management	3.6%

*Excluding the 638,467 shares held in treasury

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 March

(ii) n/a - existing issuer moving from the Official List

(iii) 31 March 2022 (in respect of the half yearly report to 30 September 2021)

30 September 2022 (in respect of the annual report to 31 March 2022)

31 March 2023 (in respect of the half yearly report to 30 September 2022)

EXPECTED ADMISSION DATE:

3 September 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Shore Capital and Corporate Limited

Cassini House

57 St James's Street

London

SW1A 1LD

NAME AND ADDRESS OF BROKER:

Shore Capital Stockbrokers Limited

Cassini House

57 St James's Street

London

SW1A 1LD

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A - quoted applicant

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The UK Corporate Governance Code

DATE OF NOTIFICATION:

5 August 2021

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

Standard listing segment of the Official List and the Main Market

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

July 1996

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

The Company has adhered to the legal and regulatory requirements applicable to companies admitted to the Official List and the Main Market.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

http://www.cmlmicroplc.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

CML believes that in today's world 'connected everything' is propelling exponential increases in data consumption - driving growth across wireless communications markets globally.

The Group's strategy is to deliver customer advantage through the timely development of technologically innovative semiconductor solutions built upon proprietary intellectual property.

CML seeks to expand its total addressable market by focussing on applications within the mega trends of Industrial Internet of Things (IIoT), 5G and Industry 4.0, developing its product portfolio to support emerging and evolving customer requirements for size, cost & performance.

CML's vision is to be the first-choice semiconductor partner to technology innovators, together transforming how the world communicates.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

There has been no significant change in the financial or trading position of CML since 31 March 2021, being the end of the last financial period for which audited financial statements have been published.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of CML have no reason to believe that the working capital available to the

Company or its group will be insufficient for at least 12 months from the date of its

admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will continue to be through the CREST system for dealings in ordinary shares held in uncertificated form. Ordinary Shares can also be dealt in certificated form.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

http://www.cmlmicroplc.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

See the Appendix to this Schedule One announcement, available at: http://www.cmlmicroplc.com

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

http://www.cmlmicroplc.com

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

638,467 Ordinary Shares

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END

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RNS metadata

Title: Schedule One - CML Microsystems PLC
Time: 08:00:01
Date: 5 Aug 2021
Category: Capital structure
ID: 6034H