Last checked at 
26 Jul 2017 07:01
LMS Capital plc
Tender Offer
Further to the announcement on 27 June 2017, LMS Capital plc (the "Company") is today announcing the launch of its proposal to return up to £11 million to shareholders by way of tender offer and repurchase of up to 16.29% of the issued share capital of the Company at a price of 70p per Ordinary Share (the "Tender Offer").
A Circular (the "Circular") setting out the full details of the proposals and containing a Notice of General Meeting is being sent to Shareholders today and will shortly be available on the Company's website at www.lmscapital.com. Capitalised terms used and not defined in this announcement have the meaning given to them in the Circular.
In accordance with the Listing Rules of the Financial Conduct Authority, a copy of the Circular will be submitted to the National Storage Mechanism. It will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Tender Offer
The Tender Offer is available to Shareholders (other than certain overseas Shareholders) on the register as at the close of business on 10 August 2017. Shareholders may tender more, equal to or less than their Basic Entitlement, though tenders in excess of a Shareholder's Basic Entitlement will only be accepted to the extent that other Shareholders tender less than their Basic Entitlement and will be satisfied on a pro rata basis.
The Tender Offer Price is 70p per Ordinary Share, which represents a 5% discount to the 30 June 2017 NAV of 74p per Ordinary Share announced today.
General Meeting
A General Meeting will be held at 10.00 a.m. on 11 August 2017 at Travers Smith LLP, 10 Snow Hill, London EC1A 2AL to seek Shareholder approval for: (1) the repurchase to be carried out by the Company in connection with the Tender Offer (the "Repurchase Resolution"); and (2) the Waiver (the "Waiver Resolution"). The Repurchase Resolution will be proposed as a special resolution and the Waiver Resolution will be proposed as an ordinary resolution on which only Independent Shareholders will be entitled to vote.
The implementation of the Tender Offer is conditional on the passing of both of these resolutions. If such approvals are obtained at the General Meeting, the Tender Offer is expected to take place on 14 August 2017. Full details of the Tender Offer timetable, mechanics and settlement procedure are set out in the Circular.
Concert Party Undertakings
As at 25 July 2017 (being the latest practicable date prior to the publication of this Announcement), the Company had received irrevocable undertakings to vote in favour of the Repurchase Resolution from members of the Concert Party holding 34,834,095 Ordinary Shares, representing 36.12% of the total number of Ordinary Shares in issue.
Rule 9 Waiver
Robert Rayne, a current non‐executive director of the Company, together with members of the extended Rayne family and associated trusts constitute a 'Concert Party' for the purposes of the City Code on Takeovers and Mergers (the "Code"). The Concert Party has undertaken not to participate in the Offer. This will result in the Concert Party's holding in the share capital of the Company increasing to a maximum possible holding of 43.15% once the subsequent repurchase occurs (assuming full take up of the Tender Offer). Consequently the Company has applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Tender Offer to occur without triggering an obligation on the part of the Concert Party to make a general offer to Shareholders. The Panel has agreed, subject to the approval of Shareholders (excluding the Concert Party) (the "Independent Shareholders") on a poll vote, to waive the requirement for the Concert Party to make a general offer to all Shareholders that would arise as a result of the Tender Offer (the "Waiver").
Timetable
The timetable of the Tender Offer is summarised below:
Tender Offer opens | 26 July 2017 |
Latest time and date for receipt of Forms of Proxy | 10.00 a.m. on 9 August 2017 |
General Meeting | 10.00 a.m. on 11 August 2017 |
Latest time and date for receipt of Tender Forms and share certificates in relation to the Tender Offer | 1.00 p.m. on 11 August 2017 |
Latest time and date for receipt of TTE instructions in relation to the Tender Offer. | 1.00 p.m. on 11 August 2017 |
Tender Offer Record Date | Close of business on 11 August 2017 |
Announcement of results of the General Meeting | 11 August 2017 |
Announcement of the results of the Tender Offer | 15 August 2017 |
All references are to British Summer Time unless otherwise stated.
For further information please contact:
LMS Capital plc | |
Martin Knight, Chairman | 020 3837 6270 |
Gresham House Asset Management Limited | |
Graham Bird | 020 3837 6270 |
J.P. Morgan Cazenove | 020 7742 4000 |
Michael Wentworth-Stanley |
For the purposes of the paragraphs below, unless otherwise defined, capitalised words and phrases shall have the meaning given to them in the Circular.
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 Waiver, Rule 9 Waiver Resolution, Tender Offer and Repurchase 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, Rule 9 Waiver Resolution, Tender Offer and Repurchase.
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.