REG - CML Microsystems PLC - Notice of GM and Proposed Employee Share Plans

CML MicrosystemsAnnouncement

02/03/2022 07:00

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RNS Number : 2798D  CML Microsystems PLC  02 March 2022

2 March 2022

CML Microsystems Plc

("CML", the "Company" or the "Group")

 Notice of General Meeting and Proposed Implementation of Employee Share
Plans

The Group has today posted a circular incorporating a notice of general
meeting which sets out details of the proposed adoption of two new Employee
Share Plans, convening a general meeting of the Company to be held at Oval
Park, Hatfield Road, Langford, Maldon, Essex, CM9 6WG at 11.00 a.m. on 23
March 2022.

After consideration and approval by the Remuneration Committee, the Board
proposes the adoption of two new Employee Share Plans:

 ·             the CML Microsystems Plc Share Option Plan 2022 (comprising the CML
               Microsystems Plc Company Share Option Plan 2022 (Part A) and CML Microsystems
               Plc Unapproved Share Option Plan 2022 (Part B) (together, the "CSOP"); and
 ·             the CML Microsystems Plc Long Term Incentive Plan 2022 ("LTIP").

The CSOP is proposed to be introduced in place of the existing CML
Microsystems Company Share Option Plan 2011, which has recently expired. Part
A of the CSOP is expected to be a HMRC tax-advantaged plan and is therefore
intended to provide tax efficient share options over Ordinary Shares to UK
staff who are eligible to participate, up to a maximum market value at grant
of £30,000 per employee at any one time. Part B of the CSOP is not expected
to be a HMRC tax-advantaged arrangement and is intended to grant options over
Ordinary Shares to non-UK staff and/or to UK eligible employees above the
£30,000 limit for Part A. The new CSOP includes updated statutory and other
legal references that are brought into line with current legislation and
practice.

The LTIP is being established to provide performance-based equity awards to
selected senior employees. Performance periods of at least three years are
anticipated under the LTIP.

The rules of both plans provide for a limit on the number of shares which may
be allocated under the plans. So long as the shares allocated under all
employee share plans (whether issued or capable of exercise under any plan) do
not exceed 10% of the Company's share capital at the time of grant or
allocation, this limit will not be breached.

The introduction of new Employee Share Plans is subject to the approval of the
Shareholders at the General Meeting.

A copy of the Circular, containing more information in relation to the
Proposed Implementation of Employee Share Plans, is available on the Company's
website at www.cmlmicroplc.com (http://www.cmlmicroplc.com) . The Circular
should be read in its entirety.

Terms defined in the Circular have the same meaning when used in this
announcement.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Latest time and date for receipt of Forms of Proxy and CREST proxy  11.00 a.m. on 21 March 2022
 instructions
 General Meeting                                                     11.00 a.m. on 23 March 2022

___________________

Notes:

(1) If any of the above times or dates should change, the revised times and/or
dates will be notified to Shareholders by an announcement through the
Regulatory News Service of the London Stock Exchange.

(2) References to time are to London time.

 

 CML Microsystems Plc                                www.cmlmicroplc.com (http://www.cmlmicroplc.com/)

Tel: +44 (0) 1621 875 500
 Chris Gurry, Group Managing Director

 Nigel Clark, Executive Chairman

 Shore Capital (Nominated Advisor and Joint Broker)  Tel: +44 (0) 20 7408 4090

 Toby Gibbs

 James Thomas

 John More

 SP Angel Corporate Finance LLP (Joint Broker)       Tel: +44 (0) 203 463 2260

 Jeff Keating

 Alma PR                                             Tel: +44 (0)20 3405 0205

 Josh Royston

 Andy Bryant

 Matthew Young

 

About CML Microsystems PLC

CML develops mixed-signal, RF and microwave semiconductors for global
communications markets. The Group utilises a combination of outsourced
manufacturing and in-house testing with trading operations in the UK, Asia and
USA. CML targets sub-segments within Communication markets with strong growth
profiles and high barriers to entry. It has secured a diverse, blue chip
customer base, including some of the world's leading commercial and industrial
product manufacturers.

The spread of its customers and diversity of the product range largely
protects the business from the cyclicality usually associated with the
semiconductor industry. Growth in its end markets is being driven by factors
such as the appetite for data to be transmitted faster and more securely, the
upgrading of telecoms infrastructure around the world and the growing
prevalence of private commercial wireless networks for voice and/or data
communications linked to the industrial internet of things (IIoT).

The Group is cash-generative, has no debt and is dividend paying.

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