Result of Tender Offer

RNS Number : 1670I

LMS Capital PLC

28 May 2014

 



28 May 2014

LMS Capital plc ("LMS Capital" or the "Company")
Results of Tender Offer

LMS Capital plc (the "Company") today announces the results of the Tender Offer set out in the circular published by the Company on 9 May 2014 (the "Circular") which closed on 22 May 2014, with shareholder approval being given at a general meeting of the Company held on 27 May 2014.

The Tender Offer Price was determined to be 95 pence and therefore the Basic Entitlement is 22.5%. The Tender Offer Price was set on 27 May 2014.

158,372,698 Ordinary Shares were validly tendered under the Tender Offer. All valid tenders will be satisfied in full up to the Basic Entitlement, and, following application of the scale-back mechanism (as set out in the Circular), approximately 3.6% of the Ordinary Shares validly tendered in excess of the Basic Entitlement will also be satisfied (the "Excess Entitlement"). After application of the scaling provisions, 42,104,978 Ordinary Shares will therefore be purchased. The total value of all Ordinary Shares purchased is £40 million.

As described more fully in the Circular, the Company received an irrevocable undertaking from WTC (the trustees of a member of the Concert Party) in connection with the Tender Offer (the "Undertaking"), the purpose of which was to ensure that the Concert Party was not required, as a result of the Tender Offer, to make an offer for all of the ordinary shares in the Company that it does not already own.

The results of the Tender Offer required 45,764 extra shares to be tendered by WTC under the terms of the Undertaking. Pursuant to the terms of the Tender Offer, these shares were accepted for tender and repurchase before determining the Excess Entitlement of the other Shareholders (which is set out above).

Following the Tender Offer and Repurchase, members of the Concert Party will together hold 35.8% of the issued share capital of the Company, which reflects the Concert Party's pre-tender percentage of the Company's share capital.

It is anticipated that the proceeds payable to the Company's Qualifying Shareholders for the certificated Ordinary Shares purchased under the Tender Offer will be despatched in the form of a cheque during the week commencing 2 June 2014 and that CREST account holders will have their CREST accounts credited during the same week.

As set out in the Circular, the Ordinary Shares will be purchased by J.P. Morgan Cazenove pursuant to the Tender Offer and the Company will buy-back such Ordinary Shares from J.P. Morgan Cazenove. The Company intends to cancel such Ordinary Shares, reducing its total issued share capital from 187,356,236 Ordinary Shares to 145,251,258 Ordinary Shares (of which no Ordinary Shares are held in treasury).

Capitalised terms used in this announcement (unless otherwise defined) have the same meaning as ascribed to them in the Circular.

Enquiries:

LMS Capital plc                                                               0207 935 3555
Nick Friedlos, Executive Director
Tony Sweet, Chief Financial Officer

J.P. Morgan Cazenove                                                    0207 742 4000
Michael Wentworth-Stanley

MHP Communications                                                    0203 128 8100
Tim McCall
Katie Hunt

About LMS Capital 

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.

www.lmscapital.com 

 

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