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CML Microsystems PLC (CML)

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Wednesday 02 March, 2022

CML Microsystems PLC

Notice of GM and Proposed Employee Share Plans

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 . The Circular should be read in its entirety.

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



Latest time and date for receipt of Forms of Proxy and CREST proxy instructions

11.00 a.m. on 21 March 2022

General Meeting

11.00 a.m. on 23 March 2022


(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

Chris Gurry, Group Managing Director

Nigel Clark, Executive Chairman
Tel: +44 (0) 1621 875 500

Shore Capital (Nominated Advisor and Joint Broker)

Toby Gibbs

James Thomas

John More


Tel: +44 (0) 20 7408 4090

SP Angel Corporate Finance LLP (Joint Broker)

Jeff Keating


Tel: +44 (0) 203 463 2260

Alma PR

Josh Royston

Andy Bryant

Matthew Young


Tel: +44 (0)20 3405 0205



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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