Result of Meetings

RNS Number : 2676Q

Leo Insurance Services PLC

30 July 2010

 



30 July 2010

Leo Insurance Services Plc

(the "Company")

Result of Meetings, Completion of Disposal,
Changes to the Board and Holdings in the Company

The Board of the Company is pleased to announce that, at the Annual General Meeting and the General Meeting of the Company held earlier today, all resolutions proposed to shareholders were duly passed.

Accordingly, the Company has today completed the disposal of its 50 per cent. holding in Grafton Insurance Services Limited and has adopted the Investing Policy, both of which are as set out in the Circular to Shareholders dated 6 July 2010.

As also noted in the Circular, the Company has today been informed that Leo Holdings (2008) Corporation (a company controlled by Larry Lipman and Errol Lipman, both Existing Directors of the Company) has today completed the sale of, in aggregate, 2,157,570 Ordinary Shares (representing approximately 29.9 per cent. of the issued share capital of the Company) to Neil Sinclair, London Active Management Ltd, Stanley Davis, Pamela Sinclair and Andrew Perloff (the "Purchasers") at a price of 2.25 pence per share.

Neil Sinclair and Stanley Davis have today been appointed as Directors of the Company and all the Existing Directors, being Larry Lipman, Errol Lipman, Paul Davis and Edward Young, have today resigned, with immediate effect, from the Board of the Company.

In addition, certain of the Purchasers have today subscribed for £60,000 of Convertible Loan Notes (as described in the Circular), the proceeds of which will be used to fund the Company's working capital requirements in the short term and to pay for professional costs incurred in connection with the transaction. The Convertible Loan Notes are convertible on or before 31 July 2012 at 2.25 pence per Ordinary Share. Assuming full conversion of the Convertible Loan Notes, 2,666,667 Ordinary Shares would be issued (equating to 27.0 per cent. of the issued Ordinary Shares as enlarged by the Ordinary Shares to be issued on such conversion).

A further announcement will be made in due course in respect of the registration of the change of name of the Company to Palace Capital plc. It is expected that the ticker will then be changed to "PCA". The ISIN & SEDOL numbers will not change.

For further information please contact:

Leo Insurance Services Plc Neil Sinclair	07785 226 666
Arbuthnot Securities Limited Hugh Field / Ed Groome	020 7012 2000

Further Information re Directors and Shareholdings in the Company

Ronald Neil Sinclair, aged 67, is currently a director of the following companies: The Variety Club Children's Charity, Variety Children's Lifeline UK, Variety Club Events Limited, International Heart of Variety Inc, London Active Management Limited and Moorgate & City Investments Limited.

Mr Sinclair has previously been a director, in the past five years, of the following companies: Mission Capital plc, Mission Parking Limited, Mission Real Estate Limited, Mission Car Parks Limited, Mission Properties Limited, Missionpark Limited, Mission Capital (Gloucester) Limited, Karspace Management Limited, Karspace Limited, Moorgate & City Group Limited, Essex Street Properties Limited, Moorgate & City Properties Limited and Moorgate & City Holdings Limited.

Moorgate & City Properties Limited was put into liquidation on 5 May 2010, at which time Mr Sinclair was a director.

Mr Sinclair today acquired a beneficial interest in 450,000 Ordinary Shares (representing approximately 6.24 per cent. of the issued share capital of the Company).  Pamela Sinclair, Mr Sinclair's wife, also today acquired an interest in 90,000 Ordinary Shares (representing approximately 1.25 per cent. of the issued share capital of the Company). In addition, London Active Management Limited, a company controlled by Neil and Pamela Sinclair, today acquired an interest in 179,190 Ordinary Shares (representing approximately 2.48 per cent. of the issued share capital of the Company). Mr Sinclair is therefore interested in 719,190 Ordinary Shares (representing approximately 9.97 per cent. of the issued share capital of the Company). In addition, Mr Sinclair and London Active Management Limited have each subscribed today for Convertible Loan Notes to the value of £2,000, which would, if converted, require the issue to each of them of 88,889 Ordinary Shares.

Stanley Harold Davis, aged 72, is currently a director or member of the following companies and partnerships: Exchange Court (Covent Garden) LLP, Curzon Street (London) LLP, Curzon Street (Mayfair) LLP, Goodge Street (Tottenham Court Road) LLP, Goodge Street (TCR) LLP, Long Acre (Covent Garden) LLP, University Jewish Chaplaincy, York Place Company Services Limited, International Business Development Consultants Limited, Strategic Global Investments Limited, Unitguide Limited, The Foundation for Leading Minds, Stanley Davis Group Limited, Brady & Co. (Law Searchers) Limited and Tadsec Advance Homeland Security Technologies Limited.

Mr Davis has previously been a director, in the past five years, of the following companies: Wide Learning Limited, Wide Learning Solutions Limited, LRN Limited, Fuel Holdings Limited, and LRN Group Limited.

Mr Davis today acquired a beneficial interest in 719,190 Ordinary Shares, representing approximately 9.97 per cent. of the issued share capital of the Company.  Mr Davis has also today subscribed for Convertible Loan Notes to the value of £31,500, which would, if converted, require the issue to him of 1,400,000 Ordinary Shares. In addition, Mr Davis today acquired 32,500 Preference Shares in the Company for £7,500.

There is no further information to be disclosed in respect of Mr Sinclair or Mr Davis under schedule 2(g) and Rule 17 of the AIM Rules.

The Company has also been informed that Mr Andrew Perloff today acquired a beneficial interest in 719,190 Ordinary Shares, representing approximately 9.97 per cent. of the issued share capital of the Company.

As a result of the sale of Ordinary Shares referred to above, Leo Holdings (2008) Corporation now holds 476,356 Ordinary Shares (representing 6.6 per cent. of the issued share capital of the Company). For the avoidance of doubt, after this sale, (i) through the shareholding of Safeland in the Company, Larry Lipman and Errol Lipman each continue to have an interest in 511,919 Ordinary Shares (representing 7.09 per cent. of the issued share capital of the Company); (ii) Larry Lipman continues to have a beneficial interest in 65,283 Ordinary Shares (representing 0.09 per cent. of the issued share capital of the Company); and (iii) Errol Lipman continues to have a beneficial interest in 173,110 Ordinary Shares (representing 2.4 per cent. of the issued share capital of the Company). Paul Davis continues to have a beneficial interest in 24,346 Ordinary Shares (representing 0.03 per cent. of the issued share capital of the Company).

Definitions used in this announcement have the same meanings as given to them in the Circular sent to Shareholders dated 6 July 2010 unless the context requires otherwise.

ENDS

 

END

 

 

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