Annual Report and Notice of 2014 AGM

RNS Number : 4835E

LMS Capital PLC

10 April 2014

 



10 April 2014

LMS Capital plc

2013 Annual Report and

Notice of 2014 Annual General Meeting

LMS Capital plc ("LMS Capital" or "the Company") has today published its 2013 Annual Report and Notice of its 2014 Annual General Meeting. These documents are available in the Investor Relations section on the Company's website, www.lmscapital.com. This follows the release on 4 March 2014 of the Company's Preliminary Results Announcement for the year ended 31 December 2013.

In compliance with Rule 9.6.1 of the Listing Rules, the Company has submitted to the UK Listing Authority, via the National Storage Mechanism, copies of the LMS Capital 2013 Annual Report, the Notice of its 2014 Annual General Meeting and a sample of a Form of Proxy for use at that meeting. The LMS Capital 2013 Annual Report will be filed with the Registrar of Companies in due course and copies can be obtained from the Company Secretary, LMS Capital plc, 100 George Street, London W1U 8NU. The Annual General Meeting will be held at 10.00 am on Thursday 15 May 2014.

The Disclosure and Transparency Rules (DTR 6.3.5(2)) require certain information to be disclosed upon publication of an Annual Report. Accordingly, the following disclosures are made in the Appendices below. References to page numbers and notes to the accounts made in these Appendices refer to page numbers and notes to the accounts in the LMS Capital 2013 Annual Report.

For further information, please contact:

LMS Capital plc                                                                                                 020 7935 3555

Nick Friedlos, Director

Tony Sweet, Chief Financial Officer

About LMS Capital plc

LMS Capital is an investment company which, following a general meeting on 30 November 2011, is undertaking a realisation strategy with the aim of achieving a balance between an efficient return of cash to shareholders and optimising the value of the Company's investments. Its investment portfolio consists of small to medium sized companies across a range of sectors.

Appendix A - Statement of Directors' responsibilities

The 2013 Annual Report includes on page 38 a responsibility statement dated 4 March 2014, the date of approval of the 2013 Annual Report, and signed for and on behalf of the Board by Nick Friedlos and Antony Sweet. The following is extracted from that statement:

We confirm that to the best of our knowledge:

·     the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;

·     the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; and

·     the Strategic report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Appendix B - Related party transactions

The following is extracted in a full and unedited form from note 21 on page 75 of the Company's Annual Report:

With effect from January 2011 the Company entered into a lease agreement with Derwent London plc in respect of the premises comprising its head office and registered office. Under the terms of the lease the Company pays an annual rent of £288,752 to Derwent London plc plus certain service charges. Robert Rayne is Chairman of Derwent London plc.

Under an arrangement with SQP Limited the Company pays fees of £60,000 per annum for the provision of services by Robert Rayne.

Compensation arrangements for key management are set out in the Remuneration Committee report on pages24 to 33.

In connection with each of the tender offers in July 2013 and November 2012, the Company received an irrevocable undertaking from Withers Trust Corporation Limited (the "Undertaking"). The purpose of each Undertaking was a contingency measure to ensure that members of the extended Rayne family and associated trusts (the "Concert Party") would in aggregate tender sufficient shares so that the Concert Party's percentage interest in the ordinary shares of the Company would not increase as a consequence of the tender offer and consequently avoid any requirement under the City Code on Takeovers and Mergers for the Concert Party to make an offer for all the issued shares of the Company which they did not own. This arrangement described above was classified as a smaller related party transaction under the Listing Rules of the UK Listing Authority (the "Listing Rules").For the purposes of this classification the deemed value of the consideration for the Undertaking was £7.3 million in July 2013 and £1.7 million in November 2012.

The results of both Tender Offers did not, however, ultimately require any extra shares to be tendered by Withers under the terms of the Undertakings. No fee was payable by the Company in connection with the Undertakings.

 

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