LightwaveRF is a pioneer of the smart home technology sector and developed the first internet enabled devices in 2008. The Company’s market leading proprietary Internet of Things (“IoT”) platform, together with its applications and connected devices, provides its customers with fully integrated remote control and monitoring of light, heat, power and security.
Capitalising on the growing consumer demand for smart home technology, a market which is forecast to be worth $58bn by 2020, LightwaveRF believes its position of strength lies in its ability to provide customers with a platform to control a broad range of lighting, heating power and security devices through one App.
LightwaveRF was the first provider to offer this one-App solution and has since integrated its proprietary platform with other IoT platforms and branded smart devices, including Amazon Alexa and Google Nest.
Barry Gamble, Chairman
Barry Gamble FCA has a number of board advisory roles and was Chairman of Russam NEDgroup. He was also Chairman of Fisher German LLP, served as an advisor to the Anglo Australian Stafford Timberland Fund and as Chairman of Fountains plc where he lead the MBO and AIM IPO.
Andrew Pearson, Chief Executive Officer
Andrew Pearson was appointed as Chief Executive Officer in March 2017. He has a strong track record in a range of internet-related companies, most recently with the cloud based platform business CloudPay, where he is a non-executive director following a 6 year tenure as CEO. He has led growth at multiple internet and cloud software vendors including IntraLinks, Workshare and Vignette. Andrew has a degree in Physics, an MBA from Warwick Business School and also serves on the board of Wayin Inc, a cloud based content management system designed for marketers and agencies and founded by Scott McNealy, former Sun Microsystems co-founder & CEO.
Kevin Edwards, Chief Financial Officer
Kevin is a Qualified Chartered Accountant and qualified CIMA Accountant. Kevin has held senior financial and operations positions within a wide range of engineering and technology-oriented public and private companies, including Thomsonfly (now Thomson Airways), Redweb Technologies Limited, Complex Cold Forming Limited and VIT Security Group Limited. He is an astute and commercially focused CFO with fund raising and exit experience to complement his financial management skills.
John Shermer, Founder & Chief Technical Officer
John Shermer is the Founder of LightwaveRF and provides the vision and conviction that inspire the company to innovate and lead in the emerging smart home automation and IoT arenas. John established the Centre of Access Technology, operated by Birmingham City Council it offered expertise and training in technology for disability, helping to change the lives of thousands of profoundly disabled children through designing and developing software and technology. John later established SRS Technology Group plc where he held various senior executive and board positions, before founding LightwaveRF in 2008.
Mike Lord, Non Executive Director
Mike is a highly successful serial entrepreneur. He lead Minivator from £5m to £50m in revenue over a decade of successful growth, concluding with a double digit EBITDA multiple exit valuation. He was CEO of LightwaveRF from 2010 until early 2017 and has invested £800,000 in the company to date. He is currently Non Executive Chairman at Stiltz Lifts, Kirton Healthcare Group and TotalKare.
Steve Harris, Non Executive director
Steve is CEO of Committed Capital Financial Services Limited, 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.
LightwaveRF plc pioneered smart home automation with the development of the first internet enabled devices in 2008. Today, the Company offers a market leading proprietary Internet of Things (“IoT”) platform together with applications and connected devices, which provide fully integrated remote control and monitoring of light, heat, power and security. We are dedicated to making everyone’s lives easier and more fulfilled through world leading smart home technology.
The company categorises software development, such as firmware, cloud-based server software and data collection and data management as a set of platform assets essential to support and enhance the operation of a full range of devices and end user applications. We have developed and provided to market a mature set of APIs which allow both ourselves and our business partners to enable powerful and flexible interoperability capabilities covering both applications and devices across and between multiple platforms, in support over the overarching intent of making everyone’s lives easier and more fulfilled through world leading smart home technology. We currently currently interoperate with Amazon Alexa, Google Nest and IFTTT.
We are unique in the market in our ability to control heating, power and light in one app, both on iOS and Android. We continue to invest our data management capabilities, and recently began to offer web based graphs, charts and other tools to allow users to see temperature, energy and other usage content, and plan to enhance these capabilities in the period ahead via inclusion in our mobile apps.
Our strategy here is to create a broad range of aesthetically well designed devices that are easily retrofittable and intuitive to operate, either conventionally or remotely. We give the user complete control of their home or workspace using one app. An increasing proportion of our devices now support two way (send and receive response) communications capabilities, and we will continue on-going upgrade cycle until we reach full two way communications capability across our entire device range. R&D is core to the businesses future growth and LightwaveRF continues to innovate and broaden our already comprehensive range
Customer education and promoting LightwaveRF product usability and compatibility, through one App from anywhere, are core to the Company’s marketing activity, which we deliver through above-the-line and below-the-line marketing campaigns, and via our partners.
Our sales and distribution strategy focuses on specific go-to-market approaches which include home security and building product specialists, such as ERA Home Security, ICON Heating, and high street stores and online retailers, such as Maplin and Screwfix.
LightwaveRF recognises the significant value to be derived from the data arising from our technologies and devices. The Company has over 300,000 devices connected that generate 60 million temperature and energy data points per month. We are actively pursuing opportunities to monetise this data through licensing and subscriptions to both B2C and B2B segments.
|LightwaveRF PLC (LWRF): Posting of accounts||20 March 2017|
|LightwaveRF PLC (LWRF): Annual report||15 March 2017|
|LightwaveRF PLC (LWRF): Director / PDMR Shareholdings||3 March 2017|
|LightwaveRF PLC (LWRF): Grant of options||1 March 2017|
|LightwaveRF PLC (LWRF): Appointment of new Chief Executive Officer||1 March 2017|
|LightwaveRF PLC (LWRF): Grant of options||15 February 2017|
|LightwaveRF PLC (LWRF): Final results||24 January 2017|
|LightwaveRF PLC (LWRF): Preliminary Results for the Year Ended 30 September 2016||23 January 2017|
AIM Rule 26
The following information is disclosed in accordance with AIM Rule 26. An overview of the company, biographies of board members and company announcements are accessible from the menu above. This section was last updated on 1 March 2017.
- Details of significant shareholders and ordinary shares in issue
Number of securities in issue
Number of Shares in Issue 38,769,031 (as at 31 December 2016) ordinary shares of 5p each (‘ordinary shares’) – each share having equal 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: 33.10% (as at 31 December 2016).
Substantial Shareholders (as of 31 December 2016)
Director Shareholdings No. of Shares % Mike Lord 1,300,000 3.35 John Shermer 896,666 2.31 Barry Gamble 754,666 1.95 Kevin Edwards 153,846 0.40 Shareholder No. of Shares % Mainspring Nominees (8) Limited 9,511,903 24.5 Brewin Nominees 2,805,922 7.2 Perry Morgan 2,692,307 6.9 Stephen Pycroft 2,115,384 5.5 Brenden Kerr 2,115,384 5.5 Winterflood Client Nominees Limited 1,426,285 3.7
LightwaveRF PLC shares are only traded on the London Stock Exchange AIM.
Details of any restrictions on the transfer of securities
There are no restrictions on the transfer of securities.
Financial Year End: 30 September 2017
Annual General Meeting: 20 April 2017
Half Year End: 31 March 2017
Details of any other exchanges or trading platforms
LightwaveRF PLC shares are only traded on the London Stock Exchange AIM
Takeovers and mergers
The Group is subject to the UK City Code on Takeovers and Mergers.
- Annual reports
- Admission documents and Company circulars
- 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.
The three principal standing committees of the Board are the Audit and Risk, Nominations and Remuneration Committees.
Audit and Risk Committee
The Audit and Risk Committee comprises Barry Gamble and Steven Harris and is chaired by Barry Gamble. The Company’s Auditor is normally in attendance. The Audit and Risk 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 and Risk 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.
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.
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
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.
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
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.
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
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.
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
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.
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
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.
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
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.
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
The company should determine governance structures and processes appropriate to it, based on:
- corporate culture;
- 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.
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 2016 was as follows:
Barry Gamble 12/12
Mike Lord 12/12
Tom Sykes 12/12
Steve Harris 12/12
John Shermer 12/12
8. Being responsible and accountable
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.
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
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.
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
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.
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
- 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
- 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
- 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
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.
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
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.
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.
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.
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
Country of incorporation and operation responsibilities
Country of Operation
England and Wales
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
Auditors Moore Stephens ,
125 Calthorpe road
Nomad W. H. Ireland Limited,
4 Colston Avenue,
Broker W. H. Ireland Limited,
4 Colston Avenue,
Registrars Neville Registrars Limited,
18 Laurel Lane,
Solicitors BPE, St James House,
St James Square,
Bankers Santander Plc,
The following opportunities are currently available at Lightwave. All enquiries please contact firstname.lastname@example.org.
Distribution Sales Manager
Want to work for the smart home leader? We’re looking for an independent results driven sales professional to manage distribution and channel sales in the UK. The right candidate will have a proven track record delivering sustained sales and profit within their current organisation and have worked within consumer electronics or other consumer market home use products. The individual will become part of a growing and successful team focused on our market leading smart home offerings.
– To develop the distribution channel sales of our products in the UK market in line with the overall business plan for the company. Achieve budgeted net sales and profit within the channel account base.
– Build strong and sustainable relationships within and across all relevant areas of the channel.
– Work with existing distribution and channel partners to expand sales through existing retail outlets (online and physical)
– Recruit new distribution and channel partners that complement our existing partners and open up new routes to market.
– Achieve budgeted sales and profit targets.
– Own the commercial relationship between us and selected UK distribution and channel partners.
– Develop and maintain quarterly account plans/opportunity plans with each partner to ensure clear actions are agreed to achieve set targets.
Qualifications & Experience
– Relevant secondary education; relevant university education preferred.
– Experience, knowledge and contacts within the electrical, heating and related markets distribution channels in the UK.
– Experience, knowledge and contacts within the UK consumer focused retailer sector.
– Channel account management, managing sales performance, marketing plans, relationship management and business planning experience.
– Stock management, forecasting and inventory experience preferred.
– Proven success of delivering sustained incremental sales and profit for a sales organisation.
We’re looking for highly motivated junior engineer. Good skill at computational/logical thinking and interest in learning is our key requirement. The candidate will have to be able to work in team and provide input and opinions to projects, but will be as well assigned tasks that are small independent projects.
– High skill in problem solving/logical thinking.
– High self motivation to learn new things.
– Basic knowledge of electronics.
– Self discipline to work.
– Graduate in fields such as Electronic Engineering, Computer Science or Computer Engineering.
– Interest in electronics, new technologies, home automation.
Useful additional skills
– Experience in programming, especially low level such as C.
– Experience in PCB design.
– Work experience in a relevant field or project