Results of General Meeting

RNS Number : 3619H

LMS Capital PLC

16 August 2016

 

16 August 2016

This announcement does not constitute an offer to purchase, or solicitation of an offer to sell, Ordinary Shares.

LMS Capital plc

Results of General Meeting

Announcement of Tender Offer Price and Basic Entitlement

LMS Capital plc (the "Company") announces that, at its general meeting: (i) the resolution regarding the change to the Company's investment policy as described in the circular to shareholders dated 27 July 2016 (the "Circular") was passed as an ordinary resolution; (ii) the resolution to approve the waiver of Rule 9 of the City Code on Takeovers and Mergers in connection with the Tender Offer (the "Rule 9 Waiver Resolution") was passed as an ordinary resolution; and (iii) the resolution to authorise the Company to make purchases of Ordinary Shares in connection with the Tender Offer (the "Repurchase Resolution") was passed as a special resolution (together, the "Resolutions"). 

				Total votes cast
Resolution	For/ discretionary* (number/%)*	Against (number/%)*	Votes withheld** (number)	Number	% of issued share capital represented by the votes cast
1. Change to investment policy	60,388,161 (89.69%)	6,940,946 (10.31%)	80,434	67,329,107	65.00%
2. Rule 9 Waiver Resolution***	31,011,478 (93.64%)	2,107,752 (6.36%)	880,885	33,119,230	31.97%
3. Repurchase Resolution	64,489,575 (97.16%)	1,886,021 (2.84%)	1,016,725	66,375,596	64.08%

* Percentages are expressed as a proportion of the total votes cast.
** A vote withheld is not a vote in law and is not counted in the calculation of the votes "for" or "against" the Resolutions, nor in the calculation of the total votes cast.
*** The Concert Party did not vote on this resolution.

The results of the general meeting (including this information) will shortly be available on the Company's website at www.lmscapital.com.

In accordance with the UK Financial Conduct Authority's Listing Rules, a copy of the Resolutions will shortly be submitted to the National Storage Mechanism and will be available at www.morningstar.co.uk/uk/NSM.

Tender Offer Price and Basic Entitlement

As described in the Circular, the Company has calculated the Tender Offer Price based on the unaudited net asset value of the Company as at 30 June 2016 less 5 per cent.

The Tender Offer Price has been calculated by dividing this discounted net asset value by the number of Ordinary Shares in issue as at the close of business on the date of the general meeting (which was 103,584,592 Ordinary Shares).

The Tender Offer Price is 84 pence and the Basic Entitlement is 6.9%.

The Tender Offer opens on 17 August 2016 and the latest time and date for receipt of Tender Forms and Share Certificates (or TTE instructions) in relation to the Tender Offer is 1.00 p.m. on 31 August 2016.

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

For further information please contact:

LMS Capital plc                                                                                                                                                         020 7935 3555

J.P. Morgan Cazenove                                                                                                                                            0207 742 4000

Michael Wentworth-Stanley

MHP Communications                                                                                                                                            020 3128 8100

Katie Hunt

Isabelle Grainger

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority and is acting for the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with the Proposals.

J.P. Morgan Limited is authorised and regulated by the Financial Conduct Authority and is acting for the Company and no one else in connection with the Waiver and the Rule 9 Waiver Resolution and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with the Waiver and the Rule 9 Waiver Resolution.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by FSMA, the FS Act, or the regulatory regimes established thereunder, J.P. Morgan Cazenove accepts no responsibility whatsoever for the contents of this announcement or the Circular and disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or the Circular.

 

END

 

 

ROMUNONRNVAWAAR