M & A Rainmaker

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.