Lms Capital Regulatory News (LMS)

1 May 2018

LMS Capital Plc ("LMS" or the "Company")

(LON: LMS)

Authorisation of Gresham House Asset Management as AIFM

The Board of the Company announces the authorisation of its investment manager, Gresham House Asset Management Limited ("GHAM"), as a full-scope Alternative Investment Fund Manager ("AIFM") by the Financial Conduct Authority under the requirements of the Alternative Investment Fund Management Directive ("AIFMD"). GHAM will replace G10 Capital as AIFM to LMS.

GHAM will adopt responsibility for the management and administration of LMS's portfolio and the distribution of shares, subject to the overall supervision and control of the Directors of LMS. The fees and principal terms of Gresham House Asset Management's appointment as AIFM remain unchanged from the existing management agreement.

Ipes Depositary (UK) Limited ("Ipes") remains the appointed depositary for LMS. Ipes is authorised and regulated by the Financial Conduct Authority.

Gresham House has published a summary of the principal terms of GHAM's appointment by LMS and the appointment of Ipes as the depository to LMS in a supplementary memorandum on the company's website. This information can be found at http://privateassets.greshamhouse.com/investor-relations/.

Additionally, the AIFMD requires the Company to provide certain additional information to shareholders. This information can be found at http://privateassets.greshamhouse.com/investor-relations/.

Pursuant to the Depositary Agreement, the Depositary shall be paid annual and transactional fees on normal commercial terms.

The Depositary does not warrant the contents of this announcement (other than information pertaining to it), nor is it involved in the management, administration or net asset value calculation of the Company. The services as Depositary may be terminated by the Company or the Depositary at any time, subject to 60 business days prior written notice and the appointment of a replacement depositary, or on 10 business days written notice by any such party in the event of certain circumstances set out in the Depositary Agreement.

The AIFM and the Company indemnify and hold harmless the Depositary, its directors, officers, and employees from and against any losses, expenses and liabilities incurred by such persons in the performance of services under the Depositary Agreement. However, the Depositary, its directors, officers, employees and/or agents will not be indemnified by the Company for any such action or inaction arising from fraud, wilful default, negligence, or bad faith on the part of the Depositary. The Depositary has delegated safekeeping duties to a sub-custodian ("Sub-Custodian"). The Depositary has also discharged to the Sub Custodian various liabilities in respect of assets held at the Sub Custodian. The Depositary has no investment discretion over the assets of the Company.

The Depositary may appoint sub-custodians, agents or delegates to hold the assets of the Company, provided that the Depositary shall exercise reasonable skill, care and due diligence in the selection of a suitable sub-custodian and shall be responsible to the Company for the duration of the relevant sub-custody agreement for satisfying itself as the ongoing suitability of the sub-custodians to provide custodial services to the Company. The Depositary will also maintain an appropriate level of supervision over the sub-custodians and will make appropriate inquiries periodically to confirm that the obligations of the sub-custodians continue to be competently discharged.