M & A Rainmaker

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withdrawn its request that shareholders be  asked whether they agree that he remain on the Board.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