LMS10 Oct 2011 11:27
PROPOSED CHANGE OF INVESTMENT STRATEGY and
CONVENING OF GENERAL MEETING
On 6 September 2011 the Board of LMS Capital plc (LMS or the "Company")
announced that it had received an approach by its Chairman, The Honourable
Robert Rayne, and certain members of the Rayne Concert Party together
representing approximately 35 percent of the Company's shares, requesting that
the Company be broken up in the short term.
An independent committee, comprising the Non-Executive Directors excluding
Robert Rayne (the "Independent Committee") and under the Chairmanship of John
Barnsley, has considered this request and, with its advisers, consulted certain
shareholders about possible solutions.
The Independent Committee has sought to structure an exit for the Concert
Party, but it has not been possible to establish a price at which the Concert
Party would be willing to sell its holding and at which a buyer or buyers for
those shares could be found in current market conditions.
In consequence, the Independent Committee no longer believes that the status
quo is sustainable, given the wide discount at which the Company's shares trade
(along with the shares of other similar companies) and in excess of one third
of the Company's shares are held by the Rayne Concert Party, which is emphatic
that the Company must pursue a realisation strategy.
The Independent Committee has concluded that, whilst it has every confidence in
the incumbent management team led by Glenn Payne, it would be in the interests
of shareholders as a whole for a new strategy to be implemented which would
require the Company's portfolio to be realised in an orderly manner. This
strategy would be expected to achieve a balance between an efficient return of
cash to shareholders and maximising the value of the Company's investments. No
new investments will be made. The Independent Committee proposes that this
strategy be implemented, under its supervision, by the incumbent management,
with a streamlined cost structure and suitable incentive arrangements in place
to align management's interests more closely with the shareholders under the
new strategy.
The Board will accordingly be publishing a circular and notice of General
Meeting shortly to propose a change to the Company's investment policy as
outlined above, and to address the composition of the Board so as to ensure its
full independence as it supervises the wind-down. Accordingly, Robert Rayne has
been asked to resign from the Board.
In the event that these objectives are not achieved, three of the independent
non-executive directors, John Barnsley, Richard Christou and David Verey, will
resign from the Board.