TIDMLWRF
RNS Number : 6570T
LightwaveRF PLC
18 November 2019
18 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
This announcement contains inside information as defined in EU
Regulation No. 596/2014 and is in accordance with the Company's
obligations under Article 7 of that Regulation.
LightwaveRF plc
(AIM:LWRF)
Strategic Review including formal sale process under the
Takeover Code
LightwaveRF plc ("LightwaveRF", "Lightwave" or the "Company"),
the leading smart home solutions provider, announces that to
further accelerate its development, it has decided to conduct a
formal review of the various strategic options, including a
potential sale of the Company to be conducted by way of a "formal
sale process" under The City Code on Takeovers and Mergers (the
"Takeover Code" or "Code").
The Board has appointed BDO LLP as its financial adviser for the
purposes of the strategic review.
The Board considers that the Company is well positioned as the
only UK company offering fully integrated products that enable
in-home control, monitoring and automation of lighting, heating and
power. The Company has made good progress in sales growth and
establishing multiple channels to market and commercial
partnerships with globally recognised brands.
The Board also believes that the Company would benefit from
additional finance from a financial or larger corporate partner in
order to support the Board's growth plan. Whilst the Company has
been able to raise equity finance to support its development, the
Board believes that the recent fundraisings have taken up more of
management's time than desired, relative to the amounts raised and
this has adversely impacted growth. The amount of new money raised
has also meant that certain significant shareholders have been
restricted in the amounts they could invest. The Company, with the
support of its existing shareholders, therefore wishes to take a
wider approach to explore the alternatives for raising additional
investment from new investors, to assist in accelerating the growth
of the business.
The Board would prefer a minority investment with the scope for
existing investors to participate but recognises that given the
current market capitalisation of the Company, any meaningful
investment could trigger the requirement for a whitewash under Rule
9 of the Takeover Code.
In addition, an investor may be prepared to invest in the
Company in its current form or the Company may need to seek the
support of its shareholders for the cancellation of the admission
of its shares to trading on AIM in order to accommodate a
significant investment. Alternatively, an investor may seek a
controlling interest in the Company.
The Panel on Takeovers and Mergers (the "Panel") has agreed that
any discussions with third parties may be conducted within the
framework set out in Note 2 on Rule 2.6 of the Code. The Panel has
granted a dispensation from the requirements of Rules 2.4(a),
2.4(b) and 2.6(a) of the Code such that any interested party
participating in the formal sale process will not be required to be
publicly identified as a result of this announcement (subject to
Note 3 to Rule 2.2 of the Code) and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Code, for so long as
it is participating in the formal sale process.
Any interested party wishing to participate in the formal sale
process should contact BDO LLP (contact details as set out below).
Any interested party wishing to participate in the formal sale
process will be required to enter into a non-disclosure agreement
with the Company on reasonable terms satisfactory to the Board and
on the same terms, in all material respects, as other interested
parties, before being permitted to participate in the process.
Following execution of such an agreement, the Company intends to
provide interested parties with information on the Company,
following which, such parties will be invited to submit proposals
to the Company. The Board reserves the right to alter any aspect of
the process as outlined above or to terminate it at any time and
will make further announcements as appropriate. The Board reserves
the right to reject any approach or terminate discussions with any
interested party or participant at any time. The Company is not in
discussions with any potential offeror.
Following this announcement, the Company is now considered to be
in an "offer period" as defined in the Code, and the dealing
disclosure requirements listed below will apply.
Shareholders are advised that this is not a firm intention to
make an offer under Rule 2.7 of the Code and there can be no
certainty that any offers will be made as a result of the formal
sale process, that any sale or other transaction will be concluded
nor as to the terms on which any offer or other transaction may be
made. Further announcements regarding timings for the formal sale
process will be made in due course.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, the Company confirms
that, as at the date of this announcement, it has 122,638,766
ordinary shares of 5 pence each in issue and admitted to trading on
AIM under the ISIN GB00BKJ9BV58.
Enquiries:
LightwaveRF plc www.lightwaveRF.com
Jason Elliott, CEO +44 (0) 121 250
Kevin Edwards, CFO 3625
Shore Capital (Nominated Adviser www.shorecap.co.uk
and Broker) +44 (0) 207 408
Tom Griffiths/David Coaten (Corporate 4090
Advisory)
Henry Willcocks (Corporate Broking)
-----------------------
BDO LLP (Financial Adviser) www.bdo.co.uk
John Stephan +44 (0) 207 486
Alper Dervish 5888
+44 (0) 7971 716
343
-----------------------
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) 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, is acting exclusively
for LightwaveRF plc 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 Shore Capital nor for providing advice in
relation to the matters referred to in this announcement.
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 no later than 12:00 noon
(London time) on 19 November 2019 (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
MSCUNSSRKWAAAAA
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