LMS Capital plc capitulated to the Rayne Concert Party demand to keep Robert Rayne on the Board of Directors and Head the ” Special Committee ” tasked with winding down LMS Capital’s investments including 365itservices .co.uk with the following announcement:
25 November 2011
LMS CAPITAL PLC
BOARD CHANGES AND GENERAL MEETING
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
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withdrawn its request that shareholders be asked whether they agree that he remain on the Board.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.
Quayle Munro: 020 7907 4200
Colin La Fontaine Jackson/Andrew Tuckey
Matrix Corporate Capital LLP
This really seals the fate of 365 ITMS Limited and 365it services.co.uk which will now be broken up and sold as soon as practicable.
LMS CAPITAL PLC
Shareholders General Meeting – Poll Results
On 30 November 2011, LMS Capital plc held the Shareholders General Meeting requisitioned by the Rayne Concert Party. The results of the voting by poll on the resolutions
put to the meeting are listed below. All resolutions were passed by the required majority.
For* Against* Withheld**
Votes % Votes % Votes
1. Approve the new investment policy 242,375,643 97.79 5,474,039 2.21 50,206
2. Approve the orderly winding down of the Company 226,548,610 91.39 21,334,453 8.61 65,702
* The ‘For’ and ‘Against’ votes include those votes giving the Company Secretary discretion.
** The votes ‘Withheld’ are not counted towards the votes cast at the General Meeting
Resolution 3, as originally included in the Notice of General Meeting dated 7 November 2011, was withdrawn by the Rayne Concert Party on 25 November
2011 and was therefore not put to the vote at the Meeting.
The Company’s issued share capital, as at 30 November 2011, is 272,674,285 ordinary shares of 10p each.