AIM 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules:

Description of the business

LightwaveRF (formerly JSJS Designs PLC), specialists in the design, development and manufacture of home automation systems to enable consumers to remotely operate everyday household appliances, such as lighting, heating, air conditioning, door entry, audio, video and security.

The company is incorporated in England and Wales, company registration number 06690180 and is the holding company of LightwaveRF Technology Ltd (formerly JSJS Designs Ltd), a provider of home automation solutions, incorporated in England and Wales. Company registration 06303513.

The main country of operation is the UK, though its products are supplied internationally, mainly to Europe.

 

The names and directors and biographical details

Barry Gamble ­ CHAIRMAN

Barry Gamble FCA, has a number of board advisory and non executive roles including Chairman of Russam NED group. He was Chairman of Fisher German LLP and of Fountains plc after leading the MBO and AIM IPO. He has also served as an advisor to the Anglo Australian Fund of Funds Stafford Timberland.

Mike Lord ­ CHIEF EXECUTIVE OFFICER

Mike is a serial entrepreneur, having grown the revenues of his last business Minivator group from £5m to £50m over the previous decade, executing a double digit EBITDA multiple exit. He has a thorough understanding of technology, as well as the opportunities for commercialization. Having invested £800,000 personally into LightwaveRF, his ambition is to make it another success story.

John Shermer ­ CHIEF TECHNICAL DIRECTOR

John Shermer established the Centre of Access Technology as a resource centre operated by Birmingham local authority which offered expertise and training on technology and disability to other local authorities within the UK and overseas agencies. John later established SRS Technology Group plc where he held various senior executive and Board positions. John is a founder and the visionary behind LightwaveRF.

Kevin Edwards CHIEF FINANCIAL OFFICER

Kevin is a Qualified Chartered accountant (SA) and qualified CIMA accountant. Kevin has been involved in Blue Chip companies as well as successfully taken start up businesses to sale. Kevin is an astute commercially focused CFO.

Tom Sykes ­ COMMERCIAL DIRECTOR

Previously Managing Director / Chief Executive of quoted and private businesses with extensive UK and global experience in devising and implementing rapid growth, turnaround and performance improvement strategies in manufacturing and retail businesses.

Steve Harris NON EXECUTIVE DIRECTOR

Steve is CEO of Committed Capital and has spent over 29 years in investment and corporate development acting on takeovers, strategic alliances and fund raising both as principal and agent. Steve holds an MBA from London Business School and a BA Hons in Modern History. Steve attended the Royal Military Academy Sandhurst and was an officer in the British Army.

 

 

Directors’ responsibilities and committees

Committees and Corporate Governance

The Board recognise the importance of good corporate governance and the Group complies, so far as is practicable and appropriate for a Group of its size and nature, with the provisions of the Corporate Governance Code, as modified by the recommendations of the Quoted Companies Alliance (QCA).

The Company has adopted a code for share dealings by directors and employees which is appropriate for an AIM company and which complies with Rule 21 of the AIM Rules on “Restrictions on deals”.

 

Corporate Governance

The Board is responsible for the governance of the Company, governance being the systems and procedures by which the Company is directed and controlled. A prescribed set of rules does not itself determine good governance or stewardship of a company and, in fulfilling their responsibilities, the Directors believe that they govern the Company in the best interests of the shareholders, whilst having due regard to the interests of other ‘stakeholders’ in the Group including, in particular, customers, employees and creditors.

  • Board Committees

    The three principal standing committees of the Board are the Audit, Nominations and Remuneration Committees.

  • Audit Committee

    The Audit Committee comprises Barry Gamble and Steven Harris and is chaired by Barry Gamble. The Company’s Auditor is normally in attendance. The Audit Committee reviews the external audit activities, monitors compliance with statutory requirements for financial reporting and reviews the half year and annual financial statements before they are presented to the Board for approval. The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the Auditor and the effectiveness of the Group’s internal control systems.

  • Nominations Committee

    The Nominations Committee comprises Barry Gamble and Steven Harris and is chaired by Barry Gamble. The Committee nominates candidates (both executive and non-executive) for the approval of the Board to fill vacancies or appoint additional persons to the Board. It also makes recommendations regarding the composition and balance of the Board.

  • Renumeration Committee

    The Remuneration Committee (‘Committee’) comprises Barry Gamble and Steven Harris. Although not a member of the Committee, on occasions, and for matters not related to his own remuneration package, the Committee would normally consult the CEO on proposals relating to the remuneration of the other executive Directors and members of the Group’s senior management team, and they attend meetings of the Committee by invitation. The Committee, on behalf of the Board, determines all elements of the remuneration packages of the executive Directors and would also approve any compensation arrangements resulting from the termination by the Company of a Director’s service contract. The Committee also approves the grant of share options.

Principles and Approach

As an AIM company, LightwaveRF plc is not required to comply with the UK Corporate Governance Code (the ‘Code’) which applies only to Fully listed UK companies and adherence to which requires the commitment of significant resources and cost. However high standards of Corporate Governance are a key priority of the Board and details of how the Company addresses key governance issues are set out in the Corporate Governance section of this website by reference to the 12 principles of Corporate Governance developed by the Quoted Companies Alliance.

  • 1. Vision and strategy

    Application

    The board should express a shared view of the company’s vision and strategy, including detail of:

    • what the company is working to achieve;
    • the period in which its objectives are to be achieved; and
    • what is required to achieve these objectives.

    This view should be well communicated, both internally and externally.

    Compliance

    The Company’s vision is to invest in and develop its operating businesses to deliver long term, sustainable growth in shareholder value with particular focus on exploiting the outstanding business opportunities in Home and Business automation.

  • 2. Managing and communicating risk and implementing internal control

    Application

    The board is responsible for putting in place and communicating a sound system to manage risk and implement internal control.

    The management of risk is an essential business practice. Boards are expected to balance risk and return, threat and opportunity. Setting strategy includes determining the extent of exposure to the critical risks the company is willing and able to bear.

    Compliance

    The Board has established Audit, Remuneration, Nominations, and AIM Rules Compliance Committees a summary of which is set out below, and full details of which are contained in the Corporate Governance section.

    The Company receives regular feedback from its external auditors on the state of its internal controls and has established and internal audit function led by the Financial Controller, reporting to the Chairman and CEO, to systematically review each area of its business to monitor the effectiveness of internal controls

  • 3. Articulating strategy through corporate communication and investor relations

    Application

    A healthy dialogue should exist between the board and all of its shareholders to enable shareholders to come to informed decisions about the company.

    Appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder body. This will assist:

    • the communication of shareholders’ views to the board; and
    • shareholders’ understanding of the unique circumstances and constraints faced by that company.

    Compliance

    The Board attaches great importance to providing shareholders with clear and transparent information on the Group’s activities, strategy and financial position. Details of all shareholder communications are provided on the Group’s website .

    The Board holds regular meetings with larger shareholders and regards the annual general meeting as a good opportunity to communicate directly with shareholders via an open question and answer session.

    The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.

    The resolutions put to a vote at the next and past AGMs can be found in the AGM information section of the company’s website.

  • 4. Meeting the needs and objectives of your shareholders

    Application

    Directors should develop a good understanding of the needs and expectations of the company’s shareholders, as well as the motivations behind shareholder voting decisions.

    No board ever wants to find itself in a position where it is voted down by shareholders. Accordingly, it is in the interests of the company to understand the view of shareholders before a potentially controversial or unusual proposal is put to them.

    Companies with a dominant shareholder must be particularly aware of the need to hear the voices of and protect the interests of minority shareholders and must therefore consider whether it is necessary to put in place contractual arrangements such as a relationship agreement.

    Compliance

    The Board is aware of the need to protect the interests of minority shareholders, and balancing these interests with those of any more substantial shareholders.

    The Board consists of the Chairman, the CEO , CTO , Finance Director and two non-executive directors. Board meetings are held at least twelve times a year, with twelve held from September 2014 to September 2015.

    Independent Non-executive director appointment terms

    The Company has a policy of appointing non-executive directors who can provide an independent view of the Company’s activities.

    In exceptional cases a non- executive may also be appointed to represent the interests of a major shareholder where the board is satisfied that he or she has the requisite experience and is fully aware of his or her fiduciary duty to act in the wider interests of shareholders as a whole.

    The board do not consider that the company currently has a dominant shareholder where special contractual arrangements would be necessary to protect the interests of minority shareholders.

    Appointments continue subject to re-election by shareholders at the Annual General Meeting. Non-executive directors must stand for election at the first Annual General Meeting after appointment and then every third anniversary, for nine years. After nine years service, each independent director must be re-elected every year. If not re-elected, the appointment is terminated automatically with immediate effect. If appointment is terminated for any reason, there is no entitlement to redundancy or compensation for unfair dismissal.

    A description of the roles of the Directors is included under Management.

    The Company publishes all relevant material, according to QCA definitions, on its website. This includes annual reports and shareholder circulars.

  • 5. Meeting stakeholder and social responsibilities

    Application

    Good governance includes the board considering the company’s impact on society, the community and the environment.

    Every company should consider its corporate social responsibilities (CSR). Any CSR policy should include narrative on social and environmental issues and should show how these are integrated into the company’s strategy. Integrating CSR into strategy will help create long term value and reduce risk to shareholders and other stakeholders.

     

    Compliance

    The Directors are aware of the impact the business activities have on the communities in which the Group’s businesses operate.

    The Group’s responsibilities to stakeholders including staff, suppliers and customers and wider society are also recognised.

    The environmental impact of the Group’s activities is carefully considered and the maintenance of high environmental standards is a key priority.

  • 6. Using cost effective and value added arrangements

    Application

    There is a direct cost of delivering effective corporate governance. It is therefore vital to adopt effective and proportionate governance arrangements. The company should benefit from clear and efficient decision making processes.

    There should be a clear understanding between the board and the shareholders of how value is enhanced and abuses prevented through effective corporate governance. Publishing relevant key performance indicators on these measures may assist.

    Compliance

    Whilst the Group recognises the importance of high standards of Corporate Governance the Board has sought to address the matter in a proportionate way having regard to the size and resources of the Group.

    The principal risks faced by the Group are addressed by the appointment of an experienced executive board supported by a group of experienced non- executive directors and a team of appropriately qualified professional advisers

    The executive directors are closely involved in the day to day operations of the Group and the operating subsidiaries and report to the Board in detail at least monthly. Their reports include the status and trends of agreed Key Performance Indicators which are noted in the Group’s Annual Report under the Managing Director’s Strategic Review.

  • 7. Developing structures and processes

    Application

    The company should determine governance structures and processes appropriate to it, based on:

    • corporate culture;
    • size;
    • the capacity and appetite for risk and the tolerances of the company; and
    • business complexity.

    There should be a clear statement as to how the company intends to fulfil its objectives.

    The company’s governance structures should evolve in parallel with the company’s strategy and business.

    Compliance

    Details of the Company’s corporate governance arrangements are provided on this page and in the Corporate Governance section of this website.

    The directors attendance at Board meetings in the 12 months ended 30 September 2015 was as follows:

    Barry Gamble 12/12
    Mike Lord 12/12
    Tom Sykes 12/12
    Steve Harris 2/2
    John Shermer 12/12

  • 8. Being responsible and accountable

    Application

    Responsibility for corporate governance lies with the chairman.

    The chairman must therefore determine where responsibility lies within the company for the delivery of key outputs.

    The board has a collective responsibility and legal obligation to promote the long term success of the company.

    Compliance

    Responsibility and accountability

    This website page provides full disclosure on the Company’s corporate governance.

    Descriptions of the roles of Directors are included above.

  • 9. Having balance on the board

    Application

    The board should not be dominated by one person or a group of people.

    The board must not be so large as to prevent efficient operation but must not be too small to be ineffective.

    The board should be balanced between executive and non-executive directors and should have at least two independent non-executive directors.

    Compliance

    The Board is comprised of two executive Directors, and three non-executive Directors

    Whilst the company is guided by the provisions of the Combined Code in respect of the independence of directors, it gives regard to the overall effectiveness and independence of the contribution made by directors to the board in considering their independence, and does not consider a directors’ period of service in isolation to determine their independence.

    A description of the roles of the Directors is included under Management.

  • 10. Having appropriate skills and capabilities on the board

    Application

    The board must have an appropriate balance of functional and sector skills and experience.

    The board should be supported by committees (audit, remuneration, nomination and others) that have the necessary character, skills and knowledge to discharge their duties and responsibilities effectively.

    Compliance

    Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. Full biographical details of the Directors are included under Management.

    As noted above, the Company has put in place Audit, Remuneration, Nominations, and AIM Rules Compliance committees.

    Formal terms of reference have been agreed for all Board Committees. The responsibilities of each of these have been summarised below

    Audit Committee

    • To meet at least twice a year and otherwise as required, with the external auditor in attendance
    • Appointment of external auditors
    • To agree the nature and scope of the audit with the external auditors
    • To review the effectiveness of Company’s internal control framework,
    • To review effectiveness of the Company’s risk management framework
    • To review the annual financial statements, and challenge where necessary, the actions and judgements of management in relation to these

    Remuneration Committee

    • To set the remuneration for the Board including basic pay, any bonus basis and awards and participation in share incentive schemes.
    • To agree the terms of employment of all Board members, including those on cessation of employment, ensuring all payments are fair to both the employee and the Company.
    • To continue to review the appropriateness of the remuneration policies, with reference to the conditions across the group and up-to-date information in other companies.
    • To ensure that all requirement on the disclosure of remuneration is fulfilled
    • To meet at least twice a year and otherwise as required
    • To attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities

    Nomination Committee

    • To review the size and composition of the Board
    • To consider succession planning for directors and other senior executives
    • To review the leadership needs of the organisation with a view of ensuring the ability of all businesses to operate effectively in the marketplace
    • To keep up to date about commercial changes affecting the company and the market in which it operates
    • To review annually the time required from non-executive directors.
    • To meet at least twice a year
    • To attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities

    AIM Rules Compliance Committee

    • to monitor and report on compliance with the AIM Rules for Companies

  • 11. Evaluating board performance and development

    Application

    The board should periodically review its performance, as well as the performance of its board committees and the performance of individual board members. Performance appraisal may include external review and may also identify development needs.

    The board should ensure that it possesses the skills and experience to meet present and future business needs. Ineffective directors (whether executive or non-executive) must be identified, supported to become effective and, if that is not possible, replaced. Review, development and mentoring of directors and the wider management team are very important.

    It is healthy for membership of the board to be periodically refreshed, regardless of performance issues.

    Succession planning is a vital task for boards. No member of the board should become indispensable. How well succession is managed (particularly of the chairman and the chief executive) represents a key measure of the effectiveness of a board.

    Compliance

    The Company undertakes regular monitoring of personal and corporate performance using agreed key performance indicators and detailed financial reports. Responsibility for assessing and monitoring the performance of the executive directors lies with the independent non executive directors.

    Key performance indicators include, Underlying Pre Tax Profit , cash generation , return on investment and Earnings per share . Agreed personal objectives and targets including financial and non- financial metrics are set each year for the executive directors and performance measured against these metrics.

    The Board considers via. the Nominations Committee the need for the periodic refreshing its membership. 1 new non- executive directors have been appointed since September 2014.

    Succession planning is considered by the Nominations Committee comprising the Chairman and senior non- executive director.

  • 12. Providing information and support

    Application

    The whole board and its committees should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

    Non-executive directors should be provided with access to all information they require and to external advice as necessary.

    Compliance

    The board is provided with detailed financial reports of the Group’s financial performance on a regular monthly basis with more frequent updates if required. Detailed written reports are provided one week prior to the Company’s regular board meetings. Written recommendations from the executive directors are delivered in a timely manner with supporting documentation, supplemented as required by reports from external professional advisers so that the board can constructively challenge recommendations before making decisions.

    Non-executive directors have a contractual right to external advice, at the Company’s expense, when necessary.

Audit Committee

The Audit Committee is comprised of Barry Gamble & Steve Harris .

The Audit Committee’s responsibilities include making recommendations to the Board on the appointment of the Company’s auditors, approving the auditor’s fees, reviewing the findings of the audit and monitoring and reviewing the effectiveness of the Company’s internal audit function. The Audit Committee will also be responsible for monitoring the integrity of the financial statements of the Company, including its annual and half yearly reports and interim management statements.

Remuneration Committee

The Remuneration Committee is comprised of  Barry Gamble & Steve Harris.

The Remuneration Committee’s responsibilities include determining the remuneration of the executive directors, reviewing the design of all share incentive plans and determining each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and the performance targets to be used.

 

Country of incorporation and operation responsibilities

Country of Operation

England and Wales

Registered Office

Innovation Birmingham Campus,
Faraday Wharf, Holt St,
Birmingham B7 4BB

Country of Operation

Mainly UK, though products are supplied internationally, mainly to Europe.

Company Registration Number
LightwaveRF PLC: 06690180
LightwaveRF Technology Ltd: 06303513
LightwaveRF Building Management Solutions LIMITED Company No. 09604955

Constitutional and admission documents

Memorandum

Articles of Association

AIM Admission Documents

Certificate of Incorporation

Details of any other exchanges or trading platforms

LightwaveRF PLC shares are only traded on the London Stock Exchange AIM

Number of securities in issue

Number of Shares in Issue 18,870,855 (as at 4th November 2015) ordinary shares of 5p each (‘ordinary shares’) – each share having eaqual voting rights.

The Company has been notified, in accordance with the Disclosure and Transparency Rules, of the following disclosable shareholdings representing 3% or more of the voting rights in the Company’s issued share capital:

Percentage of shares which is not in public hands: 34.63% (as at 4th November 2015).

Substantial Shareholders (as of 4th November 2015)

Mainspring Nominees (8) Limited – 3,881,026 – 20.57%
City Financial – 886,740 – 4.70%
Berti Investments Limited – 652, 174 – 3.46%

Paul & Carolina Sweetland – 601,400 – 3.19%
John Scot Sinclair  – 600,847 – 3.18%
John Christopher Armitage – 583,429 – 3.09%

Director Shareholdings

Mike Lord – 1,300,000 – 6.89%
John Shermer – 956,666 – 5.07%
Barry Gamble – 516,190 – 2.74%

LightwaveRF PLC shares are only traded on the London Stock Exchange AIM:

LightwaveRF London Stock Exchange page

Details of any restrictions on the transfer of securities

There are no restrictions on the transfer of securities.

Financial information

LightwaveRF Annual and Half Yearly Reports

Company announcements

LightwaveRF Company and Regulatory Announcements

Shareholder Meetings

Financial Year End: September 2015

Final Results: TBC

Preliminary Report Due: TBC

Annual General Meeting: TBC

Half Year End: March 2016

Interim Results: April 2016

 

Admission document and circulars

LightwaveRF Constitutional Documents

Takeovers and mergers

The Group is subject to the UK City Code on Takeovers and Mergers.

Corporate Advisors

 Auditors BDO LLP,
125 Colmore Row,
Birmingham,
B3 3SD
 Nomad W. H. Ireland Limited,
4 Colston Avenue,
Bristol,
BS1 4ST
 Broker W. H. Ireland Limited,
4 Colston Avenue,
Bristol,
BS1 4ST
 Registrars Neville Registrars Limited,
Neville House,
18 Laurel Lane,
Halesowen,
West Midlands,
B63 3DA
 Solicitors BPE, St James House,
St James Square,
Cheltenham,
GL50 3PR
 Bankers HSBC Bank Ltd,
7 Commercial St,
Halifax,
HX1 1HN