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

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withdrawn its request that shareholders be  asked whether they agree that he remain on the Board.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

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.

Resolution

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.

365it services.co.uk

Peter MacLean, who sometimes refers to himself as a Director and other times as a Non-executive Chairman of 365iT plc, has called a General Meeting for Ordinary Shareholders on the 12th December 2011 at 10.00 in the company’s offices’s at 4 Cartel Business Centre, Stroudley Road, Basingstoke, Hampshire, RG24 8FW.

This is to change the name of 365iT plc to Fox IT Holding plc and to re-register as a limited company.

Now, 365iT and Impera plc shareholders must be asking themselves how it is that they are invited to discuss and approve a change of name and company status but they didn’t get to vote on the sale of most of the companies that 365iT plc owned to LMS Capital; didn’t get to vote on who got their loan notes paid off and who didn’t and also didn’t get to vote on the fact that the name of the company would need to be changed to keep LMS Capital happy.

They were also not informed that these companies were being sold to LMS Capital at a time when approximately 37% of the shareholders ( known as the Raynes Party ) were asking that no further investments be made and the company split up. ( There will be a blog on what has happened at LMS Capital shortly ).

We can assume that MacLean thinks that he was acting within company law, the articles of association etc etc when he made all these decisions. Time will tell about that.

One of the good things about this General Meeting is that it gives oridinary shareholders the opportunity to meet one another and to discuss the recent events orchestrated by MacLean.

Business Health Warning !!

My advice to you for the future is:

Don’t invest in any company run by Peter MacLean.

Don’t sell your company to any company that MacLean is involved in.

The other ” Directors ” ( albeit non-executive ) of 365iT plc at the moment are Derek King ( also a Director of North West Equity and South East Growth Fund Managers Limited ) and Pieter Hooft ( also a Director of 365 ITMS Limited and others ). Presumably Mr Gourlay of Sussex Place  ( and others ) has resigned ??

Presumably Hooft was the contact at LMS Capital that was agreeing to buy the 365iT companies that were sold whilst LMS Capital itself was being asked to stop investing and split itself up and sell each company. ( In fact this is now the agreed strategy for LMS Capital - no further investments and a split up asap ).

More as we get it ……

LMS Capital has announced a General Meeting on the 30 November 2011 that will seal the fate of the newly formed 365 ITMS.

It looks like Robert Rayne has been thrown an olive branch and will be asked to stay on as  a Director of the company but who would believe a Board that knew that ( many of ) it’s shareholders wanted to dispose of companies within it’s portfolio but actually spent more funding the acquisition of the companies in 365 ITMS from 365iT plc ( formerly Impera plc ) ???

So you have part of LMS Capital talking to Robert Rayne and his team and another part of LMS Capital agreeing to fund another acquisition at the same time ??

It does not bode well for the future.

Clearly 365 ITMS is a company that is going to be broken up and the only question is when. So this is definately not a company that customers want to partner with on a long term basis.

Items 2, i to iv , are supposed to appease Robert Rayne and his fellow shareholders but with no timescales committed to are basically worthless whilst Item v allows the Board to continue spending money on existing investments.

At the end of the day, with around 37% of the shareholding, Robert Rayne will be sat in Board meetings powerless to do anything significant to speed up the disposal plans. It’s likely to be a very frustrating time for him.

However, as the Board are recommending that shareholders vote AGAINST the resolution to allow Robert Rayne to stay on the Board he may not have to suffer this frustration !!

LMS Capital Announcement.

London, 7 November 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.

Here the “About Me ” page from the new 365 ITMS Limited website:

About Us

365 ITMS Limited is a new company formed by a management buyout, backed by LMS Capital plc, of a number of business divisions from 365 iT plc.

These business divisions deliver a range of technology solutions extending from unified communications to network and system infrastructure, security, business continuity and managed services.

The new company, 365 ITMS Limited is managed by Peter Howells who was the Managing Director and co-founder of 5i Limited, the unified communications specialist. Peter MacLean, Chairman and Chief Executive of 365 iT plc who also joins the board as Non-Executive Chairman will focus on corporate strategy and acquisitions.

Peter Howells, Managing Director of 365 ITMS said “Our aim is to become the trusted IT services supplier of choice for corporate businesses in the UK. Bringing together the separate divisions under one banner will provide us with one of the strongest portfolio of technologies and services possible and allow us to work closer with existing and new customers and business partners to achieve this goal.”

Howells added “Working with LMS Capital will not only ensure that we have the capital to fund organic growth but also provide access to a greater source of investment capital to acquire other businesses that will further strengthen our overall proposition in key areas of technology and services delivery.”

Commenting on the investment, Pieter Hooft, Managing Director UK Investments at LMS Capital, said “We are delighted to have the opportunity to be part of 365 ITMS Limited. Our due diligence has confirmed that the individual businesses are held in high regard by customers and key suppliers and we are confident that their integration into a single new company, under a management team that has a proven track record of profitable growth, will create an outstanding company that will take advantage of the rapidly changing IT landscape.”

For more information and background:

http://mandarainmaker.co.uk/wordpress/2011/10/11/365it-365-itms-lms-capital-peter-maclean-robert-rayne-5i-and-shareholders-chat/

http://www.lmscapital.com/Ournews/tabid/64/Default.aspx

If you are a shareholder in 365iT plc ( 365it services.co.uk )  , LMS Capital, South East Growth Fund or Sussex Place Ventures then it’s been an interesting few weeks for you. As you may or may not know LMS Capital just acquired 365iT companies 5i Limited, ImperaData, Dynax and Secure Networks at a time when The Honourable Robert Rayne ( until recently Chairman of LMS Capital )  has led the ” Rayne Concert Party ” ( who own around 35% of LMS Capital ) in a bid to break up LMS Capital.

Following an earlier blog of mine shareholders in 365iT ( 365it services.co.uk ) have been contacting me to try to find out what exactly is going on at 365iT plc. All that shareholders have received is a letter from Peter MacLean that raises more questions than it answers. ( Particularly in the light of what is going on at LMS Capital ! ) Interestingly long standing ( long suffering ?? ) 365iT shareholders have said to me that the letter sent out late last month is typical of the sort of ” say quite a bit  but say nothing ” communications that they are used to.

We are all waiting with bated breath to see what the new company that comprises 5i Limited, ImperaData, Dynax and Secure Networks is oing to be called. Maybe it will just be ” part of LMS Capital ” until , if the ” Raynes Concert Party ” have their way, the LMS Capital companies are sold off again. ( I know - you are having trouble keeping up with this already !! ).

Don’t worry ! - this blog will help keep you informed on events at 365iT plc ( 365it services.co.uk ) and LMS Capital as and when they happen. I will also report on the upcoming meeting of 365iT shareholders - it will be very interesting to hear more about the history of Impera plc. Some of the shareholders have known Peter MacLean since he was at Guardian iT.

From what we can tell 365iT is now a debt free company which owns Fox I.T.

http://www.foxit.net/pages/about/investors.shtml

Here’s the blurb for investors from the ( new ) 365iT website:

Investors

365 iT plc

“365 iT plc was founded in 2005 and now employs over 120 people. Through its wholly owned subsidiaries (365 iTechnology Ltd, 5i Ltd, 7 Global Group Ltd and Fox IT Ltd), the group provides an extensive range of IT services and solutions that address ten strategic areas of IT operations and management: IT Managed Services, Unified Communications, Business Continuity, Data Backup, IT Security, Virtualisation, Networks, Storage Solutions, Infrastructure Solutions and IT Service Management.

365 iT plc designs and delivers information and communications technology (ICT) services that help organisations enhance their IT effectiveness and ROI, enabling them to better meet their business objectives. Headquartered in Basingstoke, the company works closely with its clients from SME businesses through to corporate and public sector organisations.

Commenting on the acquisition of Fox IT, Peter MacLean, 365 iT plc’s chairman and chief executive, said: “This is a very positive development for the 365 iT group and I welcome Paul Speers and his team. I look forward to working closely with them in and in particular to helping them grow their business model substantially in the coming years.

MacLean continued: “This latest acquisition represents yet another significant step forward consolidating the group’s position in the very competitive and rapidly developing IT services market.”

Paul Speers, Fox IT’s managing director, said: “The future is undoubtedly very exciting and I believe that Fox IT’s capabilities in ITSM and ITIL strongly complement those of 365 iT plc. The combined forces of both companies will establish a new benchmark in the IT Services Sector.”

This 5th acquisition in just 4 years demonstrates the strength of 365 iT and the group’s ability to exhibit continued substantial growth at a time when many businesses are doing quite the opposite. In September, 365 iT plc was ranked the 15th fastest growing technology company in the UK, according to the prestigious Tech Track league table.”

As you can see until very recently everything was Go, Go, Go at 365iT plc !!

Meanwhile whilst there is a lot about the ” Rayne Concert Party ” on the LMS Capital website

http://www.lmscapital.com/Ournews/tabid/64/Default.aspx

there is nothing about the acquisition of 5i Limited, ImperaData, Dynax and Secure Networks which is a bit odd when you consider that at the time the ” Rayne Concert Party ” were shouting for a break up LMS Capital were just spending a load of money acquiring new companies !!

At least all the creditors and Loan Note Holders of 365iT plc got paid out by the money from LMS Capital. Who were the Loan Note Holders - well you can probably guess ( !! ) but more on after the shareholders meeting

Please bookmark and share this blog because THIS is going to be an interesting story!

P.S. More on the New Company that LMS Capital just funded here:

http://www.365itservices.co.uk/about-us.php

About Us

365 ITMS Limited is a new company formed by a management buyout, backed by LMS Capital plc, of a number of business divisions from 365 iT plc.

These business divisions deliver a range of technology solutions extending from unified communications to network and system infrastructure, security, business continuity and managed services.

The new company, 365 ITMS Limited is managed by Peter Howells who was the Managing Director and co-founder of 5i Limited, the unified communications specialist. Peter MacLean, Chairman and Chief Executive of 365 iT plc who also joins the board as Non-Executive Chairman will focus on corporate strategy and acquisitions.

Peter Howells, Managing Director of 365 ITMS said “Our aim is to become the trusted IT services supplier of choice for corporate businesses in the UK. Bringing together the separate divisions under one banner will provide us with one of the strongest portfolio of technologies and services possible and allow us to work closer with existing and new customers and business partners to achieve this goal.”

Howells added “Working with LMS Capital will not only ensure that we have the capital to fund organic growth but also provide access to a greater source of investment capital to acquire other businesses that will further strengthen our overall proposition in key areas of technology and services delivery.”

Commenting on the investment, Pieter Hooft, Managing Director UK Investments at LMS Capital, said “We are delighted to have the opportunity to be part of 365 ITMS Limited. Our due diligence has confirmed that the individual businesses are held in high regard by customers and key suppliers and we are confident that their integration into a single new company, under a management team that has a proven track record of profitable growth, will create an outstanding company that will take advantage of the rapidly changing IT landscape.”

It was only a chance discussion really.

I was out the front of my house doing a bit of a clear up when one of the neighbours walked by and asked how it was going.

We had a discussion about the economy and I was telling him about some of the conversation that I had had recently with James Martin, a partner at Begbies Traynor that I know.

http://www.begbies-traynorgroup.com/begbies-traynor/

Surprisingly, Begbies ( who are known for their insolvency work ) are not quite as busy as you might have thought - because for lots of reasons companies are not going  bust in the numbers that you would think was happening. Loads of reasons for this and I will try and get James to come on here and outline his thoughts on the subject soon.

Anyway - back to the point - so one of my neighbours tells me that he had failed to sell a company where he was a shareholder.

Or, more to the point their accountant had failed to sell the company ( but had managed to walk away with a substantial amount of fees ! ).

The one bidder ( !! ) had unsurprisingly ( to me ) managed to find loads of reasons why they should not complete the deal.

A ” dummy ” competitor had been contrived but the ruse failed because the M.D. of the one company called the M.D. of the other company and  said something like ” are you really looking to buy this company ” to which the answer was ( of course ) - No !!

So, that was the end of that little plan !!

In fact I have been working with a number of companies recently who finally realised that the only way that they were going to get a result was by creating serious competition for their business. Not pretend competition but real competition.

Selling a company ( like raising finance for a company ) is not an accountancy exercise it is a sales and marketing exercise. The chances of an accountant understanding this are close to zero.

The main problem is one of the main reasons that I started this blog - most business people do not know where to go to to get advice and guidance on how to sell a business. Because of this they end up going to their lawyer, accountant or ” one of their mates ” .

We nearly made the same mistake ourselves when we sold Voyager. In fairness our F.D. had raised his sights above our day to day accountant and was talking to Deloitte & Touche ( who we had earlier used for an acquisition ) and Deloittes have a lot of experience in selling businesses. However the key decision that we made at that time was to have a ” beauty parade “. I still remember the day that we wondered around Birmingham while Deloittes, Ernst & Young and someone else ( I can’t remember who ) presented to us on why they should be our representatives in the sale of our business.

In the end we chose Ernst & Young ( after much discussion ) for loads of reasons - we liked them, they had the best process, they would market us globally, they understood our market and the opportunity etc etc

The way to get a great result is to pick the right adviser in the first place - it is highly unlikely to be your lawyer ( although we did use the same lawyer for the sale as we did for the acquisition ) or accountant !!

Some time ago ( after I built this blog ) I came across a company called BCMS who had had a lot of experience in selling companies. I read the information on their website, downloaded various other information and ordered a copy of their excellent book  ” A refreshingly different approach to selling your business for maximum value “.

Later on I attended one of their excellent seminars. ( Very refreshing for Business Owners but a bit damning of normal accountants and lawyers !! )

In this presentation they highlighted the Top 10 reasons/motivations for company purchase ( in order of importance )

I have a client who is looking for SaaS companies that might fit into it’s Buy and Build Portfolio. They will deliver solutions for the public and private sectors.

If you know of any such companies please let me know asap.

If you are selling a high tech business in Birmingham then the M&A Rainmaker blogsite has some useful information about the process to use

I sold the national Cisco Internet and Networking company Voyager Networks in 1999 and more recently the global Cisco Unified Communications company 5i Limited in 2009 and worked with Ernst & Young in 1999 and Nortons Corporate Finance in 2009.

Both times we used a similar process to sell the companies. It made absolutely no difference that one sale was at the height of the dotcom boom whilst the other was at the bottom of the global recession.

The process is outlined here

http://mandarainmaker.co.uk/wordpress/selling-your-business-2/

along with other useful, related sections.

An interesting article from 2007 in USA Today
http://www.usatoday.com/money/industries/technology/2007-02-23-facebook_x.htm?POE=MONISVA