LMS Capital : Result of GM& Resignation of Independent Directors

Result of GM& Resignation of Independent Directors

Released : 28/11/2019

RNS Number : 0315V

LMS Capital PLC

28 November 2019

28 November 2019

LMS Capital plc (the "Company")

Results of General Meeting and Resignation of Independent Directors

Results of General Meeting

LMS Capital plc held a general meeting earlier today to consider the proposals set out in the circular published by the Company on 5 November 2019 (the "Circular"). The resolution was put to a poll and the results of the poll are reported below. As such, the resolution put to the meeting was not carried.

Resolution	For*	Against**	Withheld
Votes	%	Votes	%	Votes
THAT the Proposal as set out in Part II 28,644,162	41.64	40,148,709	58.36	4,881

o f t h e C i r c u l a r b e a n d i s h e r e b y approved; and in consequence of such approval of the Proposal, the Amended I M A p r o p o s e d t o b e e n t e r e d i n t o b e t w e e n t h e C o m p a n y a n d G H A M summarised in Part II of the Circular, w h i c h c o n s t i t u t e s a r e l a t e d p a r t y t r a n s a c t i o n u n d e r t h e F i n a n c i a l Conduct Authority's Listing Rules, be and is hereby approved

• The 'For' votes include those votes giving the Chairman discretion.
• The 'Against' votes include 32,629,945 votes attributable to the Rayne family holdings as referred to in the letter sent to shareholders setting out the internal management proposal (approximately 81.2% of the 'Against' votes).

The Company's issued share capital is 80,727,450 ordinary shares of 10p each. A vote withheld is not a vote in law and is not counted in the calculation of votes validly cast for or against a resolution.

In accordance with the UK Financial Conduct Authority's Listing Rules, a copy of the Resolutions will shortly be submitted to the National Storage Mechanism and will be available at www.morningstar.co.uk/uk/NSM.

Resignation of independent directors

As set out in the Circular, in the event that the resolution was not passed it was the intention of each of the independent directors, being Martin Knight, Neil Lerner and Rod Birkett (the "Independent Directors"), to resign. The Independent Directors note that a very substantial majority of shareholders that are independent of the Rayne family holding approved the resolution and supported the recommendation of the Independent Directors. However, given the Rayne family's substantial shareholding, the Independent Directors consider that it would not be in the best interests of the Company for them to continue as directors given that they do not, for reasons set out in the Circular, believe that the internal management proposal is in the best interest of shareholders as a whole.

Accordingly, in accordance with Listing Rule 9.6.11, the Company announces that it has received letters of resignation from each of Messrs. Knight, Lerner and Birkett and that these resignations will be effective from 4 p.m. (GMT) today.

Appointment of new directors

A further announcement relating to the appointment of replacement directors will be made by the Company in due course.

For further information, please contact:

LMS Capital plc	+ 44(0)20 7935 3555
Robert Rayne, Director
Shore Capital Ltd	+ 44(0)20 7408 4090
Robert Finlay

LEI: 2138004UJ1TW8UCELX08

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