Number of securities in issue

Number of Shares in Issue 141,859,884 ordinary shares of 5p each, 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 not in public hands: 69.36%

Substantial Shareholders as at 21 April 2021 

Details of any restrictions on the transfer of securities

There are no restrictions on the transfer of securities.

Key dates

Financial Year End: 31 December 2020

Trading platform

LightwaveRF plc shares will be traded through a matched bargain facility but this is currently suspended.

Takeovers and mergers

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

Auditors

Bishop Fleming,
1 - 3 College Yard,
Worcester,
Worcestershire,
WR1 2LB

Solicitors

BPE Solicitors LLP
St James House
St James Square
Cheltenham GL50 3PR

Registrars

Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
West Midlands
B62 8HD

Bankers

Santander plc
Bootle
Merseyside
L30 4GB

Lightwave annual and half yearly reports

Documents and Circulars

Results of General Meeting - 10 February 2020

Final Cancellation Circular - 24 January 2020

Subscription and Rule 9 Waiver - 20 September 2019

Placing, Subscription, Open Offer & Rule 9 Waiver

Aim admission documents

Certificate of incorporation

Application Form in connection with Open Offer

Proxy Form in connection with General Meeting to be held at 11.00 on 22 November 2017

Placing, Subscription & Open Offer

Constitutional documents

Memorandum and Articles of Association

Corporate Governance

The Board is responsible for the governance of the Company originally defined by the Cadbury report as “the system by which companies are directed and controlled.” Good standards of Corporate Governance are a key priority of the Board.

As per the ‘Final Cancellation Circular’ dated 24 January 2020, the board have agreed to continue to apply the elements of the QCA Corporate Governance Code (“the QCA Code”) published by the Quoted Companies Alliance as the Board considers practicable and appropriate given the size of the Group as a whole and nature of its business activities. The QCA Code recognises that companies need to deliver growth in shareholder value and that this requires a dynamic board management framework with good communication to build trust with shareholders.

Delivering Growth

QCA Principle 1 - Business model and strategy

LightwaveRF plc is the UK’s only fully integrated home automation company.

New customers typically buy a starter pack of Link Plus hub and smart dimmer which has Apple HomeKit compatibility, 2-way communication and built-in energy monitoring. Later adding other easy to install devices from the LightwaveRF range enables further in-home control, monitoring and automation of lighting, heating and power.

Devices may be operated manually, by smartphone or tablet-based apps and also through Google Assistant and Amazon Alexa voice control.

Platform

Software development, such as firmware, cloud-based server software, data collection and data management are the platform assets essential to support and enhance the operation of the full range of devices and end user applications. APIs allow business partners powerful and flexible interoperability for both applications and devices. Lightwave currently interoperates with Apple HomeKit, Amazon Alexa, Google Home, Cortana and IFTTT.

Applications

The Company considers it is unique in the market in its ability to control heating, power and lighting in one app, both on iOS and Android. It continues to develop data management capabilities with web-based graphs, charts and other tools to allow users to see temperature, energy and other usage content.

Devices

The Company strategy is to create a broad range of well-designed retrofittable devices which are intuitive to operate. This gives the user complete control of their home or workspace using one app with many of the devices now supporting two-way (send and receive response) communications.

Marketing and distribution

Customer education and promotion of LightwaveRF product usability and compatibility, through one App from anywhere, are core to the Company’s marketing activity delivered through multi-media marketing campaigns and through joint partner marketing activity. Distribution is achieved directly to consumers by telesales and through the company website, home visits, retail through high street and online stores such as Apple, John Lewis, Selfridges, Screwfix and Amazon and through the wholesale trade.

QCA Principle 2 - Shareholder liaison

A healthy dialogue should exist between the Board and all of the Company’s shareholders to enable shareholders to come to informed decisions about the Company. The Board attaches great importance to providing shareholders with clear and transparent information on the Company’s strategy, activities and financial position as a basis for meaningful and realistic shareholder engagement in the interests of best corporate governance practice.

The Company publishes all its RNS announcements on its website. The Annual Report is available on the Company website and where the underlying beneficial shareholder postal address is available a hard copy document is also mailed.

Shareholders are encouraged to attend Company General Meetings so as to have an opportunity to meet members of the Board and put questions to them. The Board values the opportunity to meet and speak with shareholders to hear and understand their views.

The Board holds regular meetings with key Shareholders but is aware of the need to protect the interests of minority shareholders and balancing these interests with those of more substantial shareholders.

Investor relations contacts:

LightwaveRF plc, Innovation Birmingham Campus, Faraday Wharf, Holt Street, Birmingham B7 4BB, Telephone 0121 250 3625

Jason Elliott, Chief Executive Officer

Kevin Edwards, Chief Financial Officer

QCA Principle 3 - Stakeholders

Good governance includes the Board considering the company’s impact on society, the community and the environment. The Company’s responsibilities to stakeholders including staff, suppliers, customers and wider society are also recognised. The environmental impact of the Company’s activities is carefully considered and the maintenance of high environmental standards is a key priority.

The Board seek regular informal contact with all staff so as to understand any issues more directly. The Board also takes opportunities when available to meet directly with customers and suppliers as well as attending trade shows so as to further develop awareness of the Company’s sphere of relationship and influence.

QCA Principle 4 - Risk management and controls

The Board is responsible for putting in place and communicating a sound system to manage risk and implement internal control. The principal risks faced by the Company 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.

Dynamic Board

QCA Principle 5 – Operation of the Board

The Company maintains the board as a well‐functioning, balanced team led by the chairman. The Company recognises the importance of appointing non-executive directors who can provide an independent view of the Company’s activities.

Steve Harris, Chief Executive of Committed Capital Ltd, which holds Company’s shares through its nominee companies is a non- executive director appointed to represent these interests under a subscription agreement dated 30 July 2015. The Board does not consider him to be independent but is satisfied that he has the requisite experience, is fully aware of his fiduciary duty to act in the wider interests of shareholders as a whole with an attitude of independence of character and judgement.

Mike Lord, a former Chief Executive of the Company, is a non-executive director and consultant to the Company. The Board does not consider him to be independent, but is satisfied that he has the requisite experience, is fully aware of his fiduciary duty to act in the wider interests of shareholders as a whole with an attitude of independence of character and judgement.

Non-executive director 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. If appointment is terminated for any reason, there is no entitlement to redundancy or compensation for unfair dismissal.

QCA Principle 6 - Directors skills, experience and capability

Jason Elliott - Chief Executive Officer / Co-Chairman

Jason was Chief sales officer for ONZO Ltd, which provides energy data analytics to major utilities, and through which he gained first-hand experience of the smart home market. He was previously Divisional Managing Director of SafetyBank, the safety management software company, a wholly owned subsidiary of Olive Communications Solutions Limited. Prior to that, he held a number of senior sales roles at Azzurri Communications Limited, the cloud hosting and data management provider, now part of Maintel Holdings plc. He has a strong technical grounding, from a seven year term at the start of his career, serving as an engineer in the Royal Navy Submarine Service. Expertise in leadership, management, technology and sales.

John Shermer- Founder and Chief Technical Officer

John established the Centre of Access Technology to provide expertise and training on technology and disability to UK local authorities and overseas agencies. He also worked with the European Commission as an expert advisor on technology and later established SRS Technology Group plc where he held various senior executive and Board positions. John is a founder of the Company and continues to provide the energy, vision and conviction that inspires Lightwave to innovate and lead in the smart home sector. Expertise in technical innovation and consumer technology trends.

Kevin Edwards - Chief Financial Officer

Kevin qualified as a Chartered Accountant in South Africa and on moving to the UK, qualified as a Chartered Management Accountant with CIMA. He has worked in senior finance and commercial positions in blue chip organisations such as Thomson Fly and National Grid. For the past ten years he has used his expertise in M&A activity, manufacturing and process management, supply chain optimisation to scale up, early stage and private equity backed businesses. Expertise in finance, business controls and management processes.

Mike Lord - Non-Executive Director and Consultant

Mike is a serial entrepreneur, having grown the revenues of his last business Minivator group from £5m to £50m, executing a double-digit EBITDA multiple exit. He has a thorough understanding of technology, as well as the opportunities for its commercialisation. Mike is a business graduate who has spent his career managing fast growth businesses. He has a strong track record in business strategy, sales and marketing, finance and M&A. Expertise in business scale up, sales development and tactical agility.

Steve Harris - Non-Executive Director / Co-Chairman

Steve is CEO of Committed Capital, a London based venture capital business investing in high growth early stage technology businesses. Steve has some 20 years’ experience of technology investment and currently serves on four investee company boards. He is a strong advocate of investor support in addition to finance to optimise investee company growth and typically provides input on remuneration, sales and marketing strategy, transaction structure and documentation. He has a background in management consulting with PA Consulting, corporate finance with HSBC and Societe Generale and was formerly an officer in the British Army. He has a master’s degree in business administration from London Business School. Expertise in business management, strategy and finance.

QCA Principle 7 - Board evaluation

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 Chairman and other non-executive directors.

QCA Principle 8 - Culture

The Board led by the Chairman recognises its pivotal role in setting the cultural tone and approach for the whole Company. From a personal and corporate perspective the Board seeks to ensure strong ethical values are fully embedded and these are reflected in behaviour throughout the Company and in dealings with all stakeholders.

QCA Principle 9 - Maintaining Governance

The chairman is responsible for the effective running of the board of Directors. The board currently has five members, comprising the non-executive chairman, three executive and two non-executive Directors. The board believes that the composition and breadth of experience of the board are appropriate for the Company.

Matters reserved for the Board include but are not limited to the approval and monitoring of strategic business plans, the annual resource budget, rolling forecasts, major capital expenditure, treasury policies and overall financial performance. The Board delegates responsibility for the day-to-day operation of the business to the executive directors but they remain charged with the responsibility of consulting the board on all significant financial and operational matters.

Board Committees

The two principal standing committees of the Board are the Audit and Remuneration Committees. The Company does not currently have a Nomination Committee. Certain responsibilities are delegated to the audit and remuneration committees which have written terms of reference defining their authorities, duties and membership.

Audit Committee

The Audit Committee, which meets at least twice a year, comprises and Steve Harris (Chairman) and Mike Lord. The Company’s Auditor is normally in attendance. The committee is responsible for ensuring the financial performance, position and prospects of the Company are properly monitored and reported on, and for meeting the auditors and reviewing their reports relating to accounts and internal controls.

Remuneration Committee

The remuneration committee, which meets at least twice a year comprises Steve Harris (Chairman) and Mike Lord – the two non-executive directors.

The remuneration committee reviews the executive directors’ remuneration based on best practice and so as to attract, motivate and retain key executives. Accordingly, its policy is to design remuneration packages which, through an appropriate combination of basic salary, performance related bonuses, share options, pension arrangements and benefits, reward executives fairly and responsibly for their individual contributions, whilst linking their potential earnings to the performance of the Company as a whole. The committee recognises its overall responsibility to ensure that executive compensation is aligned with the interests of shareholders.

The remuneration committee consults with the chief executive officer and as appropriate with the chief financial officer about its proposals relating to the remuneration of the executive directors.

QCA Principle 10 - Building Trust

The Board recognises that building trust is underpinned by a healthy dialogue between the Board and the Company’s shareholders which requires good shareholder liaison (Principle 2).

Votes at General Meetings are usually taken with a show of hands unless a poll is formally requested.

The website lists historical Company Annual Reports and, for the last five years, Shareholder Circulars and notices of General Meetings.

Country of Incorporation

United Kingdom

Registered Office

Birmingham Assay Office,
1 Moreton Street,
Birmingham,
West Midlands,
B1 3AX

Country of Operation

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

Company Registration Number
LightwaveRF plc: 06690180
LightwaveRF Technology Ltd: 06303513