Lms Capital Regulatory News (LMS)

9 April 2015 LMS Capital plc 2014 Annual Report and Notice of 2015 Annual General Meeting LMS Capital plc ("LMS Capital" or "the Company") has today published its 2014Annual Report and Notice of its 2015 Annual General Meeting. These documentsare available in the Investor Relations section on the Company's website,www.lmscapital.com. This follows the release on 10 March 2015 of the Company'sPreliminary Results Announcement for the year ended 31 December 2014. In compliance with Rule 9.6.1 of the Listing Rules, the Company has submittedto the UK Listing Authority, via the National Storage Mechanism, copies of theLMS Capital 2014 Annual Report, the Notice of its 2015 Annual General Meetingand a sample of a Form of Proxy for use at that meeting. The LMS Capital 2014Annual Report will be filed with the Registrar of Companies in due course andcopies can be obtained from the Company Secretary, LMS Capital plc, 100 GeorgeStreet, London W1U 8NU. The Annual General Meeting will be held at 12.00 pm onThursday 14 May 2015. The Disclosure and Transparency Rules (DTR 6.3.5(2)) require certaininformation to be disclosed upon publication of an Annual Report. Accordingly,the following disclosures are made in the Appendices below. References to pagenumbers and notes to the accounts made in these Appendices refer to pagenumbers and notes to the accounts in the LMS Capital 2014 Annual Report. For further information, please contact: LMS Capital plc 020 7935 3555 Nick Friedlos, DirectorTony Sweet, Chief Financial Officer About LMS Capital plc LMS Capital is an investment company which, following a general meeting on 30November 2011, is undertaking a realisation strategy with the aim of achievinga balance between an efficient return of cash to shareholders and optimisingthe value of the Company's investments. Its investment portfolio consists ofsmall to medium sized companies across a range of sectors. Appendix A - Statement of Directors' responsibilities The 2014 Annual Report includes on page 37 a responsibility statement dated 10March 2015, the date of approval of the 2014 Annual Report, and signed for andon behalf of the Board by Nick Friedlos and Antony Sweet. The following isextracted from that statement: We confirm that to the best of our knowledge: - the financial statements, prepared in accordance with IFRSs as adopted by theEU, give a true and fair view of the assets, liabilities, financial positionand profit or loss of the Company and the undertakings included in theconsolidation taken as a whole; - the Annual Report and financial statements, taken as a whole, is fair,balanced and understandable and provides the information necessary forshareholders to assess the Company's performance, business model and strategy;and - the Strategic report includes a fair review of the development andperformance of the business and the position of the issuer and the undertakingsincluded in the consolidation taken as a whole, together with a description ofthe principal risks and uncertainties that they face. Appendix B - Related party transactions The following is extracted in a full and unedited form from note 19 on page 70of the Company's Annual Report: With effect from January 2011 the Company entered into a lease agreement withDerwent London plc in respect of the premises comprising its head office andregistered office. Under the terms of the lease the Company pays an annual rentof £288,752 to Derwent London plc plus certain service charges. Robert Rayne isChairman of Derwent London plc. Under an arrangement with SQP Limited the Company pays fees of £60,000 perannum for the provision of services by Robert Rayne. Compensation arrangements for key management are set out in the RemunerationCommittee report on pages 24 to 27. In connection with each of the tender offers in May 2014 and July 2013, theCompany received an irrevocable undertaking from Withers Trust CorporationLimited (the "Undertaking"). The purpose of each Undertaking was a contingencymeasure to ensure that members of the extended Rayne family and associatedtrusts (the "Concert Party") would in aggregate tender sufficient shares sothat the Concert Party's percentage interest in the ordinary shares of theCompany would not increase as a consequence of the tender offer andconsequently avoid any requirement under the City Code on Takeovers and Mergersfor the Concert Party to make an offer for all the issued shares of the Companywhich they did not own. In July 2013 the arrangement described above was classified as a smallerrelated party transaction under the Listing Rules of the UK Listing Authority(the "Listing Rules"). The arrangement in May 2014 was classified as a relatedparty transaction under the Listing Rules and was therefore subject to approvalby non-Concert Party shareholders at the general meeting to approve the May2014 tender offer - which approval was duly given. The Undertaking in May 2014was a related party transaction requiring shareholder approval due to thereduced overall net asset value and market capitalization of the Company(reflecting the progression of the Company's stated realisation strategy),which resulted in the thresholds prescribed by the Listing Rules forclassifying related party transactions being exceeded. For the purposes of this classification the deemed value of the considerationfor the Undertaking was £8.4 million in May 2014 and £7.3 million in July 2013.The results of the tender offer in May 2014 required 45,764 extra shares to betendered under the terms of the Undertaking. The results of the tender offer inJuly 2013 did not require any extra shares to be tendered.

No fee was payable by the Company in connection with the Undertakings.