REG - Light Science Tech. - Board Changes and Issue of Share Options
07/03/2024 07:00
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RNS Number : 9020F Light Science Tech. Holdings PLC 07 March 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UNITED KINGDOM LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Light Science Technologies Holdings plc
("LSTH", "Light Science", the "Company" or the "Group")
Appointment of New Non-Executive Chairman | Board Changes and Issue of Share
Options
A Strengthened Board Focused on a High Growth Strategy
Light Science Technologies Holdings plc (AIM: LST), comprising three
divisions: controlled environment agriculture ("CEA"); contract electronics
manufacturing ("CEM") and passive fire protection ("PFP"), is pleased to
announce that Dr Graham Cooley has been appointed as Non-Executive Chairman,
and Richard Mills, previously a consultant to the Company, has been appointed
as Independent Non-Executive Director. Myles Halley and Robert Naylor have
both stepped down from their respective roles as Non-Executive Chairman and
Non-Executive Director. All changes are effective immediately.
Highlights
· Restructured Board strengthens industry and City experience
· Company positioned to capitalise on the growing importance of
food security and global cultivation challenges
· Opportunities across all divisions with focus on further growing
margins and cash flow
A Strengthened Board Focused on a High Growth Strategy
The Board restructuring further strengthens LSTH's ability to continue
building strong product and sales pipelines, both domestically and
internationally, positioning the Group to further enhance its prospects within
its key growth markets, and especially within the CEA division.
Dr. Cooley has over 35 years' experience at the forefront of new technology
introduction in the power, energy storage and hydrogen sectors. He was
previously Business Development Manager at National Power plc, the UK's
largest power generator and CEO of ITM Power plc, the first hydrogen related
company quoted on the AIM Market of the London Stock Exchange, a founding
member of the UK Government's Hydrogen Advisory Council and a Board Member of
RenewableUK.
Dr. Cooley is a proven deal maker with a particular expertise in product and
market strategy and has raised over £600m for British Cleantech SMEs. He has
also been an active investor in AIM-quoted UK cleantech companies for over a
decade. He gained his PhD in Materials Physics from Brunel University and has
several fellowship appointments. Dr. Cooley is currently Non-Executive
Director of Cadent Gas, the UK's largest gas distribution company and is
Patron of CleanupUK. Dr. Cooley's added value to the Board and Company will
include corporate governance, commercial strategy and deal-making.
Mr. Mills, a chartered management accountant, is the Managing Director of
Haygrove Limited's Growing Systems Division, where he leads its polytunnel and
growing systems business managing over 200 staff. His global CEA experience
includes expanding Haygrove into new markets, from conceptualisation, through
planning and implementation, rolling new businesses out in China, Germany and
India - achieving substantial improvements in revenue growth and
profitability. Richard was a Senior Internal Auditor for a Top 20 accountancy
practice and an External Auditor at Ernst & Young.
In the September 2023 to February 2024 period that Mr. Mills worked in a
consulting capacity for LSTH, he was responsible for significant growth in the
pipeline of international CEA opportunities; with distribution partnerships in
two new territories expected during the first half of this calendar year and
strong progress made in developing relationships in two further significant
territories. Mr. Mills lends significant expertise to the Board and Company,
which will be of particular benefit in CEA and technologies markets, strategic
and market positioning, and as a Chairman of the Audit and Remuneration
Committees.
Simon Deacon, Chief Executive Officer of LSTH, commented: "The addition of
Graham and Richard to the Board significantly enhances our industry expertise,
strengthening our credentials as changemakers. Their passion for our goals is
evident, and we're delighted to welcome them. I'd also like to take this
opportunity to give my sincere thanks to Myles and Robert, who both played
substantial roles in helping the Group to get to where it is today and wish
them all the best in their respective retirement and future endeavours.
"As a Group, Light Science, has never been better placed to play its part in
addressing these issues. Our CEA offerings are more diverse and mature and are
now underpinned by the cash generative CEM division and near-term
cash-generative PFP division, building agility and robustness into the
business model. With this Board restructure, I have no doubt that the Group is
significantly better placed to execute its growth plans."
Dr Graham Cooley, incoming Non-Executive Chairman of LSTH, commented: "I'm a
huge believer in the Light Science vision and am delighted to be joining the
team. I believe that the cost, carbon footprint and security of supply of food
will be core global issues in coming years. Light Science has developed the
right products at the right time and is well positioned to take significant
share of this huge market. I am also very impressed by the recent steps that
management have taken to prioritise cash generation to set a strong foundation
for the future."
Richard Mills, incoming Non-Executive Director of LSTH, commented: "The Light
Science proposition is clear and strong. There are several factors that, in
the coming years, will force us to change the way we look at food production.
Many parts of the earth are now facing food and water shortages, with
increasingly more regions at near-term risk. Governments are now looking
towards policies to encourage sustainable and efficient growing methods.
Socially, scrutiny of the effect of food production on climate change has
never been higher, and there is growing consensus on the need to transition
away from reliance on processed foods."
The Group's Future Growth Strategy
The strategic acquisition of Tomtech in September 2023, bringing 35 years of
CEA related experience, has introduced new revenue streams and cross-selling
capabilities. The CEA division targets a global market forecast to be nearly
£30 billion by 2030*. Notably, the CEA division has already seen positive
outcomes from the consulting work that Mr Mills undertook in recent months,
focused on developing global partnerships.
The Group's CEM division marked its best year to date reflecting the
prevailing market trend in the UK, shifting away from Far East manufacturing
to a growing demand for local production. Targeting a £2.3 billion** market,
the division invested further in equipment, facilitating more automated
production lines for handling larger volume projects. Consequently, this
strategic move led to increased sales and profit margins.
To support growth and investment opportunities and strengthen its balance
sheet, the Group established the passive fire protection division in November
2023, focusing on creating a near-term revenue and cash generative business,
targeting a growing market potentially worth £50 billion*** in the UK. As
previously highlighted, this division is currently fulfilling an order worth
approximately £600,000, and has a strong pipeline of quoted work, currently
valued at £7 million. Moving forward, the Group will explore technology
advances in this sector, along with the potential integration of sensor
technology across divisions.
Looking ahead, the Group's growth strategy is well focused. The Group will
prioritise the strategic opportunity within the CEA division, capitalising on
the growing importance of food security and global cultivation challenges.
Simultaneously, the CEM division will drive margin improvement, while the PFP
division aims to provide near-term cash generation. This balanced approach is
expected to position the Company well for future growth.
*Report - Smart Agriculture Market Size & Share report (2030)
**Report - Plimsoll Report (2021) and LSTH's AIM Admission Document - Top
197 participants within the CEM market had a combined turnover of £2.3
billion in 2020
***Estimators price cladding replacement at 10 times government budget
(theconstructionindex.co.uk)
(https://urldefense.proofpoint.com/v2/url?u=https-3A__www.theconstructionindex.co.uk_news_view_estimators-2Dprice-2Dcladding-2Dreplacement-2Dat-2D10-2Dtimes-2Dgovernment-2Dbudget&d=DwMGaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=k3ztxpiL9GaLwCCGU9fPymgPVcqvYBuqTjjYyTHwiDE&m=FkrfCU8L8JbNSpJy2iOqi_ufsIhPkBWqki20NIFJFw75Xk8uHWT1vpic2OJY0ioQ&s=PR1_EBbDTB9ZM08WpCO_9ThUQ0hELxP6lsaT57zpanA&e=)
2021
Further details of the updated Board and Committee Structure can be found at
the Company's website at: Investors - Light Science Technologies Holdings
(https://lightsciencetechnologiesholdings.com/investors/)
Issue of Share Options
The Company has granted options ("Options") over ordinary shares of 1p each in
the Company ("Ordinary Shares") to the following Directors of the Group; these
are in line with the Management Share Option Plan adopted by the Company on
its Admission to trading on AIM on 15 October 2021 ("MSOP") save for providing
for accelerated vesting on the occurrence of a takeover or a scheme of
arrangement and providing a default "cashless exercise" facility where options
are exercised in such circumstances. The option granted to the Non-Executive
Chairman has been granted under a non-tax advantaged share option agreement
("NASOA") with equivalent terms.
Name / Position Number of Options over Ordinary Shares Plan
Graham Cooley / Non-Executive Chairman 6,660,110 NASOA
Simon Deacon / CEO 3,330,055 MSOP
James Snooks / CFO 3,330,055 MSOP
Andrew Hempsall / COO 3,330,055 MSOP
All Options are exercisable between the second and tenth anniversaries of the
date of grant, other than on a takeover or scheme of arrangement where the
options may be exercised before the second anniversary. The exercise price is
£0.05 per Option.
As at 7 March 2024, the LSTH Employee Benefit Trust, whose corporate trustee
is LSTH Trustee Limited ("EBT"), held 8,900,000 Ordinary Shares, representing
approximately 2.7 per cent. of the Company's issued ordinary share capital. Of
the total 19,629,165 options currently outstanding pursuant to the MSOP, the
exercise of 8,900,000 of these can be satisfied through the Ordinary Shares
held by the EBT (and therefore will not count towards the overall plan limits
set out within the MSOP rules, summarised in the footnote below*), meaning a
maximum potential issue of 10,729,165 new Ordinary Shares, representing
approximately 3.2 per cent. of the Company's Share Capital, may be required to
satisfy all MSOP Share Options in circulation as at 7 March 2024 (including
those the subject of this announcement), at a future point in time if all
those Options are respectively exercised.
Additionally, a further potential issue of 6,660,110 new Ordinary Shares,
representing approximately 2 per cent. of the Company's issued ordinary share
capital may be required to satisfy all NASOA Options in circulation as at 7
March 2024 (including those the subject of this announcement), at a future
point in time if all those Options are respectively exercised.
*The Company will grant EMI Options for as long as the Company satisfies the
qualifying conditions set out in the EMI Code (as defined in Section 527(3) of
ITEPA). Under the EMI Code, an employee may hold EMI Options over Ordinary
Shares with a value (as at the date of grant) of up to £250,000. Where this
threshold is exceeded, the employee may not receive EMI Options for three
years. The employee may, however, receive non-qualifying Options. Unless the
Remuneration Committee otherwise determines, the aggregate number of Ordinary
Shares over which Options may be granted under the MSOP on any date shall be
limited so that the total number of Ordinary Shares issued and issuable
pursuant to Options granted under the MSOP and any other share scheme operated
by the Company in any rolling 10 year period will be restricted to 10 per
cent. of the Company's issued Ordinary Share capital from time to time
calculated at the relevant time. Treasury shares count towards this limit, as
do Ordinary Shares issued to the trustee of an employees' trust. However,
Ordinary Shares issued to the trustee of an employees' trust are not counted a
second time if those shares are subsequently placed under option or used to
satisfy Options. No account will be taken of Ordinary Shares which an
employees' trust purchases in the market or of Options which have lapsed, been
surrendered or otherwise become incapable of exercise or vesting. The EBT is
an employees' trust for these purposes.
Further disclosures pursuant to Schedule Two, paragraph (g) of the AIM Rules
for Companies:
The following additional information is provided in accordance with paragraph
(g) of Schedule Two of the AIM Rules for Companies.
Dr Graham Edward Cooley (aged 59)
Current Directorships Past Directorships (in the last five years)
Brigantia Capital Ltd H2 Green Ltd
Cadent Gas Limited ITM Power plc
Quadgas Holdco Limited ITM Power (Trading) Limited
Quadgas Investments Bidco Limited ITM Power (Shelfco) Limited
Quadgas Midco Limited ITM Power (Research) Limited
Quadgas Pledgeco Limited Motive Fuels Limited
Yelooc Limited Nanosun Limited
Orkney Hydrogen Trading Limited
Renewable UK Association
Nanosun Limited entered into director led administration on 6 February 2024
and on the same date, a pre-pack sale of the business and certain assets was
completed.
Dr Cooley currently holds 25,080,000 Ordinary Shares, representing 7.53% of
the Company's issued ordinary share capital. As part of his appointment, Dr
Cooley has also been granted the above detailed Options.
Mr Richard John Mills (aged 44)
Current Directorships Past Directorships (in the last five years)
Arkif Limited None
Haygrove Limited
Haygrove Development Limited
Haygrove GMBH
Haygrove Inc
Haygrove India Private Limited
Haygrove Plants Limited
Haygrove South Africa Pty
Haygrove spolka z organiczona odpowiedzialnoscia
Haygrove Tunnels Sociedad de Responsabilidad Limitada de Capital Variable
Haygrove (Shanghai Trade) Co Ltd
There is no further information to be disclosed pursuant to Schedule 2(g) of
the AIM Rules for Companies.
For additional information please contact:
Light Science Technologies Holdings plc www.lightsciencetechnologiesholdings.com
(http://www.lightsciencetechnologiesholdings.com/)
Simon Deacon, Chief Executive Officer via Walbrook PR
Jim Snooks, Chief Financial Officer
Andrew Hempsall, Chief Operating Officer
Strand Hanson Limited (Nominated & Financial Adviser) Ritchie Balmer / Tel: +44 (0) 20 7409 3494
James Harris / Rob Patrick
Oberon Capital (Broker) Tel: +44 (0) 203 179 5300
Mike Seabrook / Nick Lovering
Walbrook PR Ltd (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or lst@walbrookpr.com (mailto:lst@walbrookpr.com)
Nick Rome / Paul McManus
PDMR Notification Forms:
The notification of dealing forms set out below are provided in accordance
with the requirements of the UK Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Graham Cooley
2. Simon Deacon
3. James Snooks
4. Andrew Hempsall
2 Reason for the notification
a) Position/status 1. Non-Executive Chair
2. CEO
3. CFO
4. COO
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Light Science Technologies Holdings plc
b) LEI 213800V9MWRRLVQ6EY56
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Grant of options under management share option plan
Grant of options under non-tax advantaged share option plan
Identification code GB00BNDQJN14
b) Nature of the transaction Issue of options over Ordinary Shares
c) Price(s) and volume(s)
Price Volume(s)
1) 5p exercise price 1) 6,660,110
2) 5p exercise price 2) 3,330,055
3) 5p exercise price 3) 3,330,055
4) 5p exercise price 4) 3,330,055
d) Aggregated information
- Aggregated volume N/A - Single transactions
- Price
e) Date of the transaction 6 March 2024
f) Place of the transaction Outside a trading venue
Notes to Editors:
About Light Science Technologies Holdings
plc (www.lightsciencetechnologiesholdings.com
(http://www.lightsciencetechnologiesholdings.com/) )
Light Science Technologies Holdings plc operates through three divisions:
controlled environment agriculture ("CEA"); contract electronics manufacturing
("CEM"); and passive fire protection ("PFP"). The company is involved in the
design, manufacturing, and installation of products and customized solutions
spanning various industry sectors, including commercial horticulture, pest
control, lighting, audio, gas detection, and fire protection. With a focus on
addressing global challenges related to food security, climate change, and
fire protection, the Group is committed to developing robust solutions in
these rapidly growing market sectors.
LSTH is the holding company for Light Science Technologies Ltd ("Light Science
Technologies") and Tomtech (UK) Limited ("Tomtech") in the CEA division; UK
Circuits and Electronics Solutions Limited ("UK Circuits") in the CEM
division; and LSTH IFB Limited ("LSTH IFB") in the PFP division.
Controlled Environment Agriculture
The Group's tailored solutions encompass control systems, grow lights, sensor
technology, venting, and irrigation systems, catering to both UK and global
customers. Key markets include indoor, vertical, glasshouses, polytunnels, and
medicinal farming. Driving factors comprise global food and water shortages, a
growing population, government policies promoting sustainable growth methods,
heightened scrutiny of food production's impact on climate change, and a shift
away from processed foods. Key markets span the Americas, Australasia, and
select locations in the Middle East.
The sensorGROW technology enables real-time monitoring of essential air zone
growing factors such as carbon dioxide, air humidity, air pressure, air
temperature, and light. In development, it aims to extend monitoring to soil
temperature, soil moisture, and soil electroconductivity. This empowers
farmers to enhance resource management, saving costs on water, nutrients,
fertilizers, and energy, while simultaneously increasing yields and
cultivating healthier crops. Learn more here
https://lightsciencetech.com/sensorgrow/
(https://lightsciencetech.com/sensorgrow/) . The nurturGROW sustainable grow
lighting product range, applicable to greenhouses, vertical farming,
polytunnels, and medicinal plants, addresses a robust market with an
anticipated global worth exceeding US$6.5 billion by 2026. Explore solutions
here https://lightsciencetech.com/solutions/greenhouse/
(https://lightsciencetech.com/solutions/greenhouse/)
Through Tomtech, the Group stands out as a UK leader in control systems for
commercial greenhouses and polytunnels. Tomtech enables growers in optimizing
and automating cultivation environments, leading to superior crop growth. The
product range includes control systems, software, irrigation, lighting,
sensors, and venting, applicable across various crops, ultimately improving
yields and profitability. Discover more here https://www.tomtech.co.uk/
(https://www.tomtech.co.uk/)
Contract Electronics Manufacturing (https://www.ukcircuits.co.uk/
(https://www.ukcircuits.co.uk/) )
UK Circuits serves as the Group's profitable and revenue-strong CEM-focused
division. It excels in designing, procuring, and manufacturing high-quality
CEM products, with a specialization in Printed Circuit Boards. These products
find application across diverse sectors such as audio, automotive,
electronics, gas detection, lighting, pest control, telecommunications, and,
more recently, in the CEA market.
Passive Fire Protection (https://injectafirebarrier.com/
(https://injectafirebarrier.com/) )
LSTH IFB offers a practical and cost-effective solution to rectify
non-compliant public and private buildings, spanning residential, commercial,
and industrial sectors, with regard to fire safety regulations-a challenge
addressed by a £5.1 billion allocation from the UK government. Serving as the
UK's premier independent approved installer, LSTH IFB utilizes the
ground-breaking Injectaclad fire-resistant graphite barrier system. This
system is retroactively installed within building cavities, reinstating
fire-resistant performance and containing the spread of fire and smoke
compliant with regulatory requirements. This innovative solution stands out as
an appealing alternative to the more costly and disruptive method of removing
external facades and installing traditional fire barriers. With a proven track
record in the passive fire protection market and a robust sales pipeline, LSTH
IFB targets a UK market potentially valued at up to £50 billion.
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