AIM Rule 26

Details of significant shareholders and ordinary shares in issue

Number of securities in issue

Number of Shares in Issue 71,572,647 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: 54.70% as of 31 August 2018.

Substantial Shareholders as of 31 August 2018.

Director Shareholdings No. of Shares %
Mike Lord  1,300,000 1.82
Barry Gamble  1,123,686 1.57
John Shermer  896,666 1.25
Kevin Edwards  173,076 0.24
Jason Elliott  90,681 0.13
Steve Harris 
*Steve Harris is a director of Committed Capital Financial Services Ltd. and Committed Capital Ltd. that together hold 17,168,153 shares in the Company as set out below.
- -
Other Shareholders No. of Shares %
Committed Capital Nominees 17,168,153 23.99
Unicorn Asset Management Limited 10,725,917 14.99
Brewin Dolphin Nominees 7,661,638 10.70
Herald Investment Management 6,667,833 9.32
Perry Morgan 2,951,200 4.12
Brendan Kerr 2,565,384 3.58
Stephen Pycroft 2,565,384 3.58

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.

Key dates

Financial Year End: 30 September 2018

Half Year End: 31 March 2019

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.

Auditors

Moore Stephens
35 Calthorpe Road
Edgbaston B15 1TS

Solicitors

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

Registrars

Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA

Nominated Adviser and Broker

Stockdale Securities
100 Wood Street
London EC2V 7AN

Bankers

Santander plc
Bootle
Merseyside
L30 4GB

Annual Reports

Lightwave annual and half yearly reports

Admission documents and Company circulars

Admission document and circulars

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

Circular dated 3 November 2017

Constitutional documents

Constitutional documents

Memorandum

Corporate Governance

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.

Under the 2018 revision of the AIM Rules companies must provide details of the ‘recognised corporate governance code’ that the company has decided to apply, how it complies with that code and where it departs from this, an explanation of the reasons for so doing. At its meeting 21 June 2018 the board agreed to apply, with effect from 28 September 2018, the QCA Corporate Governance Code (“the QCA Code”) published by the Quoted Companies Alliance. 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 including interim and preliminary results statements on its website and offers a facility for shareholders to receive RNS announcements directly via email. 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. Such exchanges also contribute to shareholders’ understanding of the unique circumstances and constraints faced by the Company.

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 is considering the development of a formal Corporate Social Responsibility policy, so this may be integrated into its strategy to create long term value and reduce risk to shareholders and other stakeholders. 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.

The Board considers that having constructive relationships with stakeholders is one of the hallmarks of a responsible company.

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. The executive directors are closely involved in the day to day operations of the Company and report to the Board at least monthly. Their reports include the status and trends of agreed Key Performance Indicators which are noted in the Annual Report under the Strategic Report of the Chief Executive.

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

The Company receives regular feedback from its external auditors on the state of its internal controls and undertakes periodic internal audits led by the chief financial officer, reporting to the chairman and chief executive officer, to monitor the effectiveness of internal controls.

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 23.99% of the 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, for nine years. After nine years’ service, each 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.

QCA Principle 6 - Directors skills, experience and capability

Barry Gamble - Chairman

Barry Gamble FCA, has the experience from a number of board advisory and non-executive roles. These currently include being special advisor to Boudicca Proxy Consultants. He was Chairman of Fisher German LLP and of Fountains plc where he led the MBO and AIM IPO. A former Editor at Large of BoardRoom magazine, he writes about and contributes to board workshops on best practice corporate governance including for the Non-executive Directors Association and Quoted Companies Alliance.

Jason Elliott - Chief Executive Officer

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.

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 has 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 LightwaveRF to innovate and lead in the smart home sector.

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 Kevin has used his expertise in M&A activity and comprehensive knowledge of manufacturing processes and supply chain optimization to help grow start-up and private equity backed businesses.

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. Having invested £800,000 personally into LightwaveRF, his ambition is to make it another success story. 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.

Steve Harris - Non-Executive Director

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 most typically provides input in relation to remuneration, sales and marketing strategy and transaction structure and documentation to investee companies.

Steve has a background in management consulting with PA Consulting and 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.

QCA Principle 7 - Board evaluation

The Board is acutely conscious of the importance of its and individual director performance but hitherto this has been through somewhat informal means and principally by discussion led by the non-executive directors.

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.

The Board is now in the process of introducing a more formal approach to board, board committee and individual director evaluation. It also plans to develop its board training and development processes to build on the current mentoring approach so that it is always working to a best practice template.

The Board should ensure that it possesses the skills and experience to meet present and future business needs. Ineffective directors 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 the Board and it considers that 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 Board is mindful of the move for more diversity on Boards and sees this objective in a broad context of widening Board skill sets and experience alongside more conventional diversity measures.

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 six 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. The board meets at least 10 times throughout the year. Through its chairman and chief executive, in particular, the Company maintains regular contact with its shareholders to ensure that the board develops an understanding of the views of major shareholders about 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 Barry Gamble (Chairman) and Steve Harris. 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), Barry Gamble and Mike Lord – the three 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 and main country of operations.

Country of Incorporation

United Kingdom

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