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Directorate Change
Date Posted: 04/01/2012
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On 25 November 2011, LMS Capital plc (“LMS” or “the Company”) announced that it had agreed a process to reconstitute its Board and today the Company is pleased to announce that this has now been completed.
Neil Lerner and Martin Knight to join the Board
Neil Lerner and Martin Knight have been appointed as independent Non-Executive Directors with immediate effect and John Barnsley and David Verey have resigned from the Board. Richard Christou, an independent Non-Executive Director, has been appointed Chairman, while Robert Rayne continues as a Non-Executive Director. Neil Lerner has also been appointed Chairman of the Company’s Audit Committee. Read on.
Neil Lerner is an experienced and commercially orientated accountant and Audit Committee Chair. He retired in September 2006 as Risk Management partner for KPMG where he had responsibilities for managing all aspects of professional risk. He continued until September 2009 on a part-time basis as Special Advisor to KPMG International’s captive insurer. Since that date Neil has taken on a number of non-executive roles, including board positions at the Royal Brompton & Harefield NHS Foundation Trust, the RNLI and SOAS.
Martin Knight has held a number of project and advisory roles over the last 30 years. He was a director of Morgan Grenfell & Co Limited and subsequently became the principal adviser to the private wealth investment firm, South Audley Street Investments. He was a governor and council member of Imperial College from 1992 to 2010. Martin was the architect and remains Chairman of Imperial Innovations Group plc, the institutionally funded and publicly quoted vehicle for the exploitation of intellectual property emanating from the UK's leading research intensive universities, principally Imperial College. He is also a director of Chrysalis VCT plc and Toumaz Holdings Limited.
Neither Neil Lerner nor Martin Knight has any interest in shares in LMS; there is no other information required to be disclosed under Rule 9.6.13 of the Listing Rules.
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Directorate Change
Date Posted: 09/12/2011
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LMS Capital plc (“LMS” or “the Company”) announces that, given the change in strategy, Glenn Payne has decided that LMS is not where he wants to continue his career, that he is going to seek other opportunities and that there has been an amicable parting of the ways by mutual consent. Glenn's employment will end on 31 December 2011 and he has stepped down from the Board with immediate effect. Nick Friedlos will take the role of General Manager. Read on.
9 December 2011
Directorate Change
LMS Capital plc (“LMS” or “the Company”) announces that, given the change in strategy, Glenn Payne has decided that LMS is not where he wants to continue his career, that he is going to seek other opportunities and that there has been an amicable parting of the ways by mutual consent. Glenn's employment will end on 31 December 2011 and he has stepped down from the Board with immediate effect. Nick Friedlos will take the role of General Manager.
ENDS
For further information please contact:
LMS Capital plc 020 7935 3555
Robbie Rayne, Chairman
Tony Sweet, Chief Financial Officer
Brunswick Group LLP 020 7404 5959
Simon Sporborg
Fiona Micallef-Eynaud
About LMS Capital
LMS Capital is an investment company focused on small to medium sized companies in our preferred sectors of consumer, energy and business services. Following a General Meeting on 30 November 2011, the Company is undertaking a realisation strategy which aims to achieve a balance between an efficient return of cash to Shareholders and optimising the value of the Company’s investments.
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Board Changes and General Meeting
Date Posted: 25/11/2011
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LMS Capital plc (“LMS” or the “Company”) announces that its board of directors (the “Board”) has agreed a process to reconstitute the Board. This process, which is intended to ensure that the Company has an independent Board in place to oversee its wind-down in the best interests of all shareholders, and to reflect good corporate governance, has been established with the Concert Party described in the Company’s circular to shareholders dated 7 November 2011.
Read on.
LMS Capital plc (“LMS” or the “Company”) announces that its board of directors (the “Board”) has agreed a process to reconstitute the Board. This process, which is intended to ensure that the Company has an independent Board in place to oversee its wind-down in the best interests of all shareholders, and to reflect good corporate governance, has been established with the Concert Party described in the Company’s circular to shareholders dated 7 November 2011.
A Committee of the Board (the “Special Committee”) will be appointed to manage the reconstitution and will comprise Richard Christou, Robert Rayne and Mark Sebba. Mark Sebba will chair the Special Committee.
The Special Committee will effect the search for two new independent non-executive directors with the assistance of search consultants.
Upon the appointment of the two new directors, John Barnsley and David Verey will stand down from the Board, and Robert Rayne will stand down as Chairman but remain on the Board. Richard Christou will replace Robert Rayne as Chairman.
On the basis of these arrangements and the Board’s support of Robert Rayne, the Concert Party has withdrawn its request that shareholders be asked whether they agree that he remain on the Board. Accordingly, the third resolution relating to Robert Rayne set out in the Company’s circular of 7 November 2011 will not be considered at the general meeting convened for 11.00 a.m. on 30 November 2011 and shareholders will only be asked to vote in relation to the two resolutions to approve the Company’s proposed wind-down strategy. The Board is unanimously recommending that shareholders vote in favour of this strategy.
Enquiries
Quayle Munro: 020 7907 4200
Colin La Fontaine Jackson/Andrew Tuckey
Matrix Corporate Capital LLP: 020 3206 7175
Paul Fincham/Rob Naylor
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Interim Management Statement, November 2011
Date Posted: 16/11/2011
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The Board of LMS Capital (“LMS” or “the Company) is pleased to present the Company’s Interim Management Statement (“IMS”) as required by the UK Listing Authority’s Disclosure and Transparency Rule 4.3. This statement relates to the period from 1 July 2011 to 15 November 2011. Read on.
The Board of LMS Capital (“LMS” or “the Company) is pleased to present the Company’s Interim Management Statement (“IMS”) as required by the UK Listing Authority’s Disclosure and Transparency Rule 4.3. This statement relates to the period from 1 July 2011 to 15 November 2011.
On 7 November 2011, the Company issued a circular to shareholders convening a General Meeting on 30 November to consider proposals including the amendment of the Company’s investment objective to implement an orderly wind-down of the business. This IMS and the financial information included herein have been prepared on the basis of the Company’s current investment objective and do not include adjustments, if any, which would be required if the investment objective were changed.
The most significant recent developments and financial highlights were as follows:
- In September we completed a restructuring and acquisition of certain of the profitable trading entities of 365 plc, which provides IT managed services. This transaction increased our interest from 23% to 84% for net consideration of £1.8 million;
- Also in September Updata entered into a borrowing facility which enabled it to return to us £2.85 million of our original investment cost;
- In July we sold our remaining shares in Gulfmark Offshore at a small premium to the 30 June 2011 carrying value;
- Also in July we completed on the sale of the last of the 7 fund positions, the disposal of which was announced in the first half;
- Uncalled fund commitments at 30 September were £25.2 million - down from £27.5 million at the end of June and £40.7 million at the end of 2010;
- Net Asset Value per share was 89 pence at 30 September 2011, a decrease of 4% from 93 pence at 30 June 2011. The principal factor in this decline was the share price of Weatherford International which at the end of September was 35% lower than at the end of June. This resulted in an unrealised loss for the quarter of £8.5 million before currency effects, reducing NAV per share by 3 pence.
Consolidated Portfolio subsidiaries
The latest available trading results for our portfolio subsidiaries are to 30 September:
· Updata enjoyed a strong third quarter. Results were in line with budget and revenues for the nine months were 12% ahead of the same period last year.
· Wesupply’s revenues in the third quarter were 24% higher than in the corresponding period last year and the company has continued to trade profitably since the fourth quarter of 2010. A turnaround has been effected as this is the first annual profit recorded by the company.
· Entuity experienced difficult trading conditions in the third quarter as corporate customers have become cautious of even small spending commitments, but for the year to date revenues are 13% ahead of last year with EBITDA slightly behind 2010 after the lower Q3 performance.
· ITS increased its revenues but continued to trade at a loss. In October the trading subsidiaries were sold for $2.5 million (of which $1 million has been received and the balance is due for payment in 2012).
· NEP performed strongly with revenues and EBITDA for the quarter 20% ahead of the same period in 2010. A large number of new accounts are being contracted and to date new meters under management are up approx 20% year on year.
Financial information
The Company’s unaudited net asset value per share at 30 September 2011 was 89 pence, a 4% decline from 30 June; this decline principally reflects the decline in the share price of our principal quoted investment, Weatherford International. The Company’s financial position at the end of October was substantially unchanged.
The carrying value of the portfolio at 30 September 2011 is based on the valuation of the Company's investment portfolio as at 30 June 2011 with adjustments for transactions in the three months ended 30 September 2011 including price movements on quoted securities, movements in foreign currency exchange rates, cash calls and distributions from funds and purchases and sales of quoted and unquoted securities. The next full valuation of the portfolio will be for our full year results as at 31 December 2011.
The Company’s investment portfolio at 30 September 2011 (and 30 June 2011) was as follows:
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30 September 2011
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30 June
2011
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£'000
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£'000
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US
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Quoted
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20,806
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31,296
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Unquoted
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39,378
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37,133
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Funds
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71,304
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71,666
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US total
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131,488
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140,095
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UK
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Quoted
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922
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1,062
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Unquoted
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44,710
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45,617
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Funds
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35,542
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37,569
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UK total
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81,174
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84,248
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Total
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212,662
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224,343
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Details of our largest investments by valuation at 30 September 2011, representing about 75% of the total portfolio, are set out in the appendix to this statement.
During the three months ended 30 September 2011 total funds invested by the Company were £5.6 million in unquoted securities and to meet fund calls. Proceeds from fund distributions were £4.4 million and from sales of quoted holdings were £1.4 million.
This statement is a general description of the financial position and performance of the Company for the period from 1 July 2011 to 15 November 2011. It does not contain any profit forecast or forward looking information. Future performance and share price is likely to be affected by a number of factors, including (but not limited to) general economic and market conditions and specific factors affecting the financial performance or prospects of individual investments within the Company's portfolio.
To read the appendix, please download the PDF.
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Posting of shareholder circular with timing of general meeting & resolutions for shareholder vote
Date Posted: 07/11/2011
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London, 7November 2011: LMS Capital plc (“LMS Capital” or the “Company”) announces that, following earlier announcements, a shareholder circular (the “Circular”) with resolutions to be voted on at the Company’s forthcoming General Meeting has today been filed with the UKLA and posted to shareholders. Read on.
London, 7November 2011: LMS Capital plc (“LMS Capital” or the “Company”) announces that, following earlier announcements, a shareholder circular (the “Circular”) with resolutions to be voted on at the Company’s forthcoming General Meeting has today been filed with the UKLA and posted to shareholders.
In summary, the resolutions to be proposed are:
1. That a revised investment policy with the objective of conducting an orderly realisation of the assets of the Company be effected in a manner that seeks to achieve a balance between an efficient return of cash to shareholders and maximising the value of the Company’s investments.
2. That:
(i) the Company distribute surplus cash periodically to shareholders in a tax efficient manner with due regard to shareholders' tax circumstances;
(ii) the Company manage its affairs such that existing capital commitments are ultimately eliminated;
(iii) the Company pursue a policy of asset realisation with a view to returning capital to members over as short a time period as practicable, having due regard to the maximisation of shareholder value;
(iv) the Company refrain from committing capital to any new investments; and
(v) the Board have discretion to make additional investments in existing assets in order to protect shareholder value.
3. That Robert Rayne remain on the Board as a director of the Company.
Further details of the resolutions are set out in the Circular, together with the background to and reasons for the general meeting of the Company to be held on 30 November 2011. The Circular also sets out the recommendations of the Board that shareholders vote IN FAVOUR of the first and second resolutions and AGAINST the third resolution to be proposed at the General Meeting.
The General Meeting of the Company will be held at One Vine Street, London, W1J 0AH at 11.00a.m. on 30 November 2011.
The Circular is available in the Investor Relations section of the LMS Capital website, www.lmscapital.com
In compliance with 9.6.1 of the Listing Rules the Company has submitted to the UK Listing Authority, via the National Storage Mechanism, copies of the Circular.
A further announcement will be made following the General Meeting.
ENDS
Enquiries
Quayle Munro:
Andrew Tuckey / Colin La Fontaine Jackson 020 7907 4200
Matrix Corporate Capital LLP:
Paul Fincham / Rob Naylor 020 3206 7175
Brunswick Group:
Simon Sporborg / Fiona Micallef-Eynaud 020 7404 5959
About LMS
Under its current strategy, LMS is an investment company focused on investing in profitable and growing private companies where our involvement is additive to the value and performance of the company. Our focus is on small to medium sized companies in our preferred sectors of consumer, energy and business services. We partner with experienced managers in profitable, growing companies where we believe we can add value.
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Timing of General Meeting and Resolutions for Shareholder Vote
Date Posted: 18/10/2011
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The Independent Committee of the Board (the “Independent Committee”) of LMS Capital plc (“LMS Capital” or the “Company”) announces that the Company has today received a notice from certain members of the Rayne Concert Party requisitioning a general meeting. A circular convening a general meeting will be sent to shareholders within the required period of 21 days from today. Read on.
LMS CAPITAL PLC TIMING OF GENERAL MEETING and
RESOLUTIONS FOR SHAREHOLDER VOTE
The Independent Committee of the Board (the “Independent Committee”) of LMS Capital plc (“LMS Capital” or the “Company”) announces that the Company has today received a notice from certain members of the Rayne Concert Party requisitioning a general meeting. A circular convening a general meeting will be sent to shareholders within the required period of 21 days from today.
The Independent Committee believes that the requisition does not address any points of substance which have not already been set out in the Company’s announcement of 10th October, in which it announced that it would be publishing a circular and notice of General Meeting shortly.
The Independent Committee continues to believe that Robert Rayne should stand down from the Board in the interests of good corporate governance and to ensure complete independence as the Board supervises an orderly wind-down of the Company.
John Barnsley, Chairman of the Independent Committee, reiterated his previous comments:
“The Company will be writing to shareholders shortly to table resolutions to approve the orderly wind-down and to address the composition of the Board so as to ensure its full independence as it supervises the wind-down. The Board is concerned to ensure there is no possibility of the Rayne family Concert Party having, or appearing to have, any undue influence or confidential information during the course of the implementation of the wind-down.”
A further announcement will be made in due course.
- ENDS -
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Proposed Change of Investment Strategy & Convening of General Meeting
Date Posted: 10/10/2011
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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. Read on.
10 October 2011
LMS CAPITAL PLC
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.
Anindependent 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.
John Barnsley, Chairman of the Independent Committee, commented:
“Institutional shareholders have told us that, if the current investment strategy cannot be continued given the opposition of the Rayne family Concert Party, institutions would support an orderly wind-down by the current management team under the supervision of independent directors. The Company will be writing to shareholders shortly to table resolutions to approve the orderly wind-down and to address the composition of the Board so as to ensure its full independence as it supervises the wind-down. The Board is concerned to ensure there is no possibility of the Rayne family Concert Party having, or appearing to have, any undue influence or confidential information during the course of the implementation of the wind-down."
A further announcement will be made in due course.
- END -
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Concert Party Request
Date Posted: 06/09/2011
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LMS Capital plc announces that its Chairman and certain members of the Rayne concert party together holding shares representing approximately 35 per cent. of the entire issued share capital of the Company have indicated that they would like the Company to be broken up in the short term. Read on.
LMS Capital plc (LMS or the “Company”) announces that its Chairman, The Honourable Robert Rayne, and certain members of the Rayne concert party together holding shares representing approximately 35 per cent. of the entire issued share capital of the Company (the "Concert Party"), have indicated that they would like the Company to be broken up in the short term.
In August 2010, the Board of Directors set out a revised strategy to pursue direct investments in growing, profitable businesses primarily in the energy, consumer and business services sectors, funded by realisations from the Company’s existing quoted, direct and fund investments. Significant progress has been made to date, including owned EBITDA increasing 42% for the six months to 30 June 2011, reflecting increased focus on profitability and cash generation.
In light of this and, having considered the Concert Party’s request and taken independent financial advice from Quayle Munro Limited, the Directors, by a majority of six to two (such two including Robert Rayne), do not believe that a break-up of the Company at this time would be in the best interests of shareholders as a whole.
The Board has appointed an independent committee comprising the Non-Executive Directors excluding Robert Rayne (the “Independent Committee”), to consider all issues related to the Concert Party. The Independent Committee is chaired by John Barnsley, the Senior Independent Director. Robert Rayne has agreed to recuse himself from any Board discussions relating to Concert Party matters.
The Board has provided some limited financial information to the Concert Party for review. The Board will have appropriate regard to the Concert Party’s stated objectives when making material investment decisions. A further announcement will be made in due course.
Enquiries
Quayle Munro:
Andrew Tuckey / Colin La Fontaine Jackson 020 7907 4200
Brunswick Group
Simon Sporborg / Fiona Micallef-Eynaud 020 7404 5959
About LMS
LMS is an investment company focused on investing in profitable and growing private companies where our involvement is additive to the value and performance of the company. Our focus is on small to medium sized companies in our preferred sectors of consumer, energy and business services. We partner with experienced managers in profitable, growing companies where we believe we can add value. We aim to grow our investments (and NAV) by 15%+ per annum without undue risk or investing in unproven businesses.
Our recent deal experience has confirmed to us that potential partners place great store on working with people who not only understand their business (typically through previous deals in the same sector) but also have themselves worked in operational management positions and who therefore understand and empathise with the role of management in a business partnership.
The Company’s Net Asset Value at 30 June 2011 was £252.4 million – including the investment portfolio valued at £224.3 million and net cash of £30.5 million. Harvesting our legacy investments should produce the capital required to finance growth at our existing and new direct holdings.
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Glenn Payne, CEO, discusses the July 2011 YPO Global Pulse results with the BBC
Date Posted: 04/08/2011
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Half Year Results for the six months to 30 June 2011
Date Posted: 04/08/2011
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The Board of LMS Capital plc is pleased to announce the Company's half year results for the six months to 30 June 2011. Read on.
4 August 2011
LMS Capital plc
Half Year Results for the six months to 30 June 2011
The Board of LMS Capital plc, (“LMS Capital” or “the Company”), is pleased to announce the Company’s half year results for the six months to 30June 2011. The most significant developments during the first half of the year were as follows:
Progress with strategy
- Over the last 12 months our Net Asset Value per share has increased 12%, reflecting the successful implementation of our refocused strategy.
- Owned EBITDA increased by 42% over the six month period compared to the prior year, reflecting the improved trading performance by our direct holdings as well as our requirement for greater focus on profit and cash generation.
- Realisations of £40.6 million principally from funds and quoted investments in line with our strategy to release capital for direct investments.
- Strong balance sheet – net cash of £30.5 million, bank facility of £15 million undrawn.
- We are currently working on a number of attractive investment opportunities consistent with our strategy of acquiring profitable and growing companies.
Strong financial performance
· Net Asset Value per share was 93p (31 December 2010: 90p). Net Asset Value was £252.4 million (31 December 2010: £245.0 million).
- The consolidated profit from continuing operations for the period (including portfolio subsidiaries) was £5.2 million (six months ended 30 June 2010: £0.6 million).
- The investment portfolio showed a net gain of £13.9 million (5.5%) (six months ended 30 June 2010: net loss of £8.8 million) before the effect of unrealised currency losses of £4.4 million (six months ended 30 June 2010: unrealised net currency gains of £9.6 million).
Glenn Payne, Chief Executive Officer of LMS Capital, said:
“LMS Capital has made considerable progress since the middle of 2010 in changing its strategic focus. We have exited non-performing investments, and achieved a double digit increase in Net Asset Value per share. During the first half of 2011 we have reduced our quoted and fund holdings to release capital for direct investments in profitable and growing companies. We expect this change to result in consistent and superior growth in Net Asset Value.
We offer a value proposition which differentiates us in the private equity industry – we provide long term capital and an ability to work with management to create superior returns. Our objective is for all amounts invested to generate, over extended periods, annual returns in excess of 15%, and remain confident that we are well positioned to deploy our capital in well chosen investments which reflect our refocused strategy.”
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