TIDMLMS
RNS Number : 0735V
LMS Capital PLC
29 November 2019
29th November 2019
LMS CAPITAL PLC
("LMS" or the "Company")
Directorate Changes and Investment Management Arrangements
Directorate changes
LMS Capital plc announces that on 28(th) November Nick Friedlos,
James Wilson, Peter Harvey and Graham Stedman were appointed to the
board. Accordingly, the board (the "New Board") now consists of
Robert Rayne (Chairman), Nick Friedlos (Managing Director), James
Wilson (Senior Non-Executive Director), Peter Harvey (Non-Executive
Director) and Graham Stedman (Non-Executive Director). All the
directors are independent of Gresham House Asset Management Limited
(the "External Manager") for the purposes of Listing Rule 15.2.12.
Biographical details of the board are set out below.
Following the appointment of the new directors, the following
changes have been made to the audit and nomination committees of
the New Board:
-- The audit committee comprises Peter Harvey (as chair), James Wilson and Graham Stedman; and
-- The nomination committee comprises all of the directors, with Robbie Rayne acting as chair.
It is expected that the New Board will shortly form a
remuneration committee which will comprise Graham Stedman (as
chair), James Wilson and Peter Harvey.
Investment management arrangements
The Company has served written notice to the External Manager
that it wishes to terminate the Investment Management Agreement. In
accordance with the terms of a side letter entered into between the
Company and the External Manager on 25 June 2019, the Investment
Management Agreement will expire on 31 May 2020, however, the
Company will seek to agree an earlier termination date and
transition arrangements with the External Manager.
The Company has also submitted a request for registration as an
AIFM to the FCA, which is necessary for internal management. It is
expected that the request will take effect upon termination of the
Investment Management Agreement, at which point the Company will
have returned to internal management.
Special dividend
In the letter from Robert Rayne to Shareholders dated 8 November
2019, the New Board stated its intention to declare a one-off
dividend to Shareholders of 4.25 pence per Ordinary Share, assuming
there are sufficient distributable reserves available, as soon as
practicable after the General Meeting, the total amount of which
will be approximately GBP3.5 million. The New Board will be meeting
shortly to seek to give effect to this intention and a further
announcement will be made as soon as practicable.
Commenting on the appointments, Robert Rayne said:
"It is my firm view that a return to an internally managed
business model is in the best interests of all Shareholders. I am,
therefore, delighted that LMS will be returning to the active
management of our investments. I am also delighted to welcome, as
part of the return to internal management, our highly experienced
team of directors to the board."
For further information please contact:
LMS Capital plc
Nick Friedlos 020 7935 3555
Shore Capital & Corporate Limited
Robert Finlay 020 7408 4090
Vico Partners
Sofia Newitt 020 3957 5045 / snewitt@vicopartners.com
Directors' biographical notes
Robert Rayne, Chairman, has expertise in a wide range of
sectors, including real estate, media, consumer, technology and
energy. He established the Company's investment activities in the
early 1980s as Investment Director and later Managing Director and
Chief Executive Officer of London Merchant Securities. Robert is
also Chairman of The Rayne Foundation and a non-executive
director/trustee of a number of charitable trusts and foundations.
Robert was also Non-Executive Chairman of Derwent London plc,
before retiring from that role.
Nick Friedlos, Managing Director, will have overall
responsibility for running the Company's operations going forward,
working with and supporting the activities of the investment teams
as well as overseeing the administrative and regulatory matters.
Nick is a chartered accountant by training and was a partner at
PricewaterhouseCoopers until 1998. He has worked in the investment
industry for the last 20 years and has experience of real estate,
renewable energy and private equity asset classes. Between 2012 and
August 2016, Nick was a director of LMS Capital and oversaw the
operation of the Company in its realisation phase, during which the
Company realised assets and returned GBP172 million to
Shareholders. In 2016, when the Company entered into its contract
with the External Manager, Nick transferred to the External Manager
as an investment director, from which he resigned with effect from
15 October 2019.
James Wilson, Senior Non-Executive Director and the Chair of the
Nomination Committee, is currently Chairman and Managing Partner of
Source Squared, a company he co-founded in 2006 to focus primarily
on starting and building technology enabled service businesses in
the energy sector, with a focus on energy efficiency. Before Source
Squared, James was a founding partner of Boston Ventures, one of
the leading U.S media private equity funds, responsible for
building the firm's practice in the information services
industries. In addition to his work with Source Squared, James
currently serves on the State Board of Advisors for The Salvation
Army, and the Advisory Board of the Cambridge Conservation
Initiative at Cambridge University in the UK. He has served in the
past on the Executive Committee of the Boston Ballet Board and on
the Board of Cambridge in America and the Cambridge Capital
Campaign and on the 21st Century Fund. Prior to Boston Ventures, he
served in the economic intelligence department of the Bank of
England, and with the First National Bank of Boston, in London and
Boston.
Peter Harvey, Non-Executive Director and the Chair of the Audit
Committee, is a chartered accountant and, prior to his retirement
in 2010, was a partner at PricewaterhouseCoopers. Since 2014, Peter
has been involved as Chairman of the shareholder group in a private
company in the brewing sector and has worked closely with the board
of that business, both on shareholder specific issues and also more
widely providing the benefit of his business experience on other
matters. In addition, Peter has a number of other roles with not
for profit organisations in Cornwall. Peter is a Fellow of the
Institute of Chartered Accountants in England and Wales and
graduated from Manchester University.
Graham Stedman, Non-Executive Director and the Chair of the
Remuneration Committee, is a lawyer and spent most of his career as
a corporate law partner in London advising on mergers and
acquisitions, takeovers, and other corporate transactions in both
public markets and private equity and venture capital. During the
last four years of his career, Graham was the senior partner of
Nabarro LLP with responsibility for developing the strategic
direction of the firm, overseeing its implementation and
representing the firm in the marketplace. Since leaving
professional practice in April 2016, Graham has taken on a number
of advisory roles and has a particular interest in mentoring
smaller organisations both in the commercial and in the not for
profit sectors to develop their businesses. Graham is a qualified
solicitor and graduated with a degree in Law from University
College London.
Notes to this announcement
1. There is no further information on the newly appointed
directors which is to be disclosed under Listing Rule 9.6.13.
2. Unless otherwise stated, capitalised terms used in this
announcement but not defined have the same meaning as set out in
the circular to Shareholders dated 5 November 2019.
LEI: 2138004UJ1TW8UCELX08
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END
BOALFFIFLLLTFIA
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November 29, 2019 03:04 ET (08:04 GMT)
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