CML Microsystems PLC Notice of GM and Proposed Employee Share Plans (2798D)
02 Mars 2022 - 8:00AM
UK Regulatory
TIDMCML
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 GBP30,000 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 GBP30,000 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 . 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
Chris Gurry, Group Managing Director Tel: +44 (0) 1621 875 500
Nigel Clark, Executive Chairman
Shore Capital (Nominated Advisor Tel: +44 (0) 20 7408 4090
and Joint Broker)
Toby Gibbs
James Thomas
John More
SP Angel Corporate Finance LLP (Joint Tel: +44 (0) 203 463 2260
Broker)
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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END
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