LMS Capital PLC Tender Offer (0830M)
26 July 2017 - 4:01PM
UK Regulatory
TIDMLMS
RNS Number : 0830M
LMS Capital PLC
26 July 2017
LMS Capital plc
Tender O er
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 GBP11 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 O er
The Tender O er 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 satis ed on a pro rata basis.
The Tender O er 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 O er (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 O er is conditional on the
passing of both of these resolutions. If such approvals are
obtained at the General Meeting, the Tender O er is expected to
take place on 14 August 2017. Full details of the Tender O er
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 10.00 a.m. on 9 August
receipt of Forms of Proxy 2017
General Meeting 10.00 a.m. on 11 August
2017
Latest time and date for 1.00 p.m. on 11 August
receipt of Tender Forms 2017
and share certificates in
relation to the Tender Offer
Latest time and date for 1.00 p.m. on 11 August
receipt of TTE instructions 2017
in relation to the Tender
Offer.
Tender Offer Record Date Close of business on
11 August 2017
Announcement of results 11 August 2017
of the General Meeting
Announcement of the results 15 August 2017
of the Tender Offer
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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