LMS Capital : Directorate Changes & Inv Management Arrangements

Directorate Changes & Inv Management Arrangements

Released : 29/11/2019

RNS Number : 0735V

LMS Capital PLC

29 November 2019

29th November 2019

LMS CAPITAL PLC

("LMS" or the "Company")

Directorate Changes and Investment Management Arrangements

Directorate changes

LMS Capital plc announces that on 28th November Nick Friedlos, James Wilson, Peter Harvey and Graham Stedman were appointed to the board. Accordingly, the board (the "New Board") now consists of Robert Rayne (Chairman), Nick Friedlos (Managing Director), James Wilson (Senior Non‐Executive Director), Peter Harvey (Non‐Executive Director) and Graham Stedman (Non‐Executive Director). All the directors are independent of Gresham House Asset Management Limited (the "External Manager") for the purposes of Listing Rule 15.2.12. Biographical details of the board are set out below.

Following the appointment of the new directors, the following changes have been made to the audit and nomination committees of the New Board:

• The audit committee comprises Peter Harvey (as chair), James Wilson and Graham Stedman; and
• The nomination committee comprises all of the directors, with Robbie Rayne acting as chair.

It is expected that the New Board will shortly form a remuneration committee which will comprise Graham Stedman (as chair), James Wilson and Peter Harvey.

Investment management arrangements

The Company has served written notice to the External Manager that it wishes to terminate the Investment Management Agreement. In accordance with the terms of a side letter entered into between the Company and the External Manager on 25 June 2019, the Investment Management Agreement will expire on 31 May 2020, however, the Company will seek to agree an earlier termination date and transition arrangements with the External Manager.

The Company has also submitted a request for registration as an AIFM to the FCA, which is necessary for internal management. It is expected that the request will take effect upon termination of the Investment Management Agreement, at which point the Company will have returned to internal management.

Special dividend

In the letter from Robert Rayne to Shareholders dated 8 November 2019, the New Board stated its intention to declare a one‐off dividend to Shareholders of 4.25 pence per Ordinary Share, assuming there are sufficient distributable reserves available, as soon as practicable after the General Meeting, the total amount of which will be approximately £3.5 million. The New Board will be meeting shortly to seek to give effect to this intention and a further announcement will be made as soon as practicable.

Commenting on the appointments, Robert Rayne said:

"It is my firm view that a return to an internally managed business model is in the best interests of all Shareholders. I am, therefore,

delighted that LMS will be returning to the active management of our investments. I am also delighted to welcome, as part of the return to internal management, our highly experienced team of directors to the board."

For further information please contact:
LMS Capital plc
Nick Friedlos	020 7935 3555
Shore Capital & Corporate Limited
Robert Finlay	020 7408 4090
Vico Partners
Sofia Newitt	020 3957 5045 / [e-mail]

Directors' biographical notes

Robert Rayne, Chairman, has expertise in a wide range of sectors, including real estate, media, consumer, technology and energy. He established the Company's investment activities in the early 1980s as Investment Director and later Managing Director and Chief Executive Officer of London Merchant Securities. Robert is also Chairman of The Rayne Foundation and a non‐executive director/trustee of a number of charitable trusts and foundations. Robert was also Non‐Executive Chairman of Derwent London plc, before retiring from that role.

Nick Friedlos, Managing Director, will have overall responsibility for running the Company's operations going forward, working with and supporting the activities of the investment teams as well as overseeing the administrative and regulatory matters. Nick is a chartered accountant by training and was a partner at PricewaterhouseCoopers until 1998. He has worked in the investment industry for the last 20 years and has experience of real estate, renewable energy and private equity asset classes. Between 2012 and August 2016, Nick was a director of LMS Capital and oversaw the operation of the Company in its realisation phase, during which the Company realised assets and returned £172 million to Shareholders. In 2016, when the Company entered into its contract with the External Manager, Nick transferred to the External Manager as an investment director, from which he resigned with effect from 15 October 2019.

James Wilson, Senior Non‐Executive Director and the Chair of the Nomination Committee, is currently Chairman and Managing Partner of Source Squared, a company he co‐founded in 2006 to focus primarily on starting and building technology enabled service businesses in the energy sector, with a focus on energy efficiency. Before Source Squared, James was a founding partner of Boston Ventures, one of the leading U.S media private equity funds, responsible for building the firm's practice in the information services industries. In addition to his work with Source Squared, James currently serves on the State Board of Advisors for The Salvation Army, and the Advisory Board of the Cambridge Conservation Initiative at Cambridge University in the UK. He has served in the past on the Executive Committee of the Boston Ballet Board and on the Board of Cambridge in America and the Cambridge Capital Campaign and on the 21st Century Fund. Prior to Boston Ventures, he served in the economic intelligence department of the Bank of England, and with the First National Bank of Boston, in London and Boston.

Peter Harvey, Non‐Executive Director and the Chair of the Audit Committee, is a chartered accountant and, prior to his retirement in 2010, was a partner at PricewaterhouseCoopers. Since 2014, Peter has been involved as Chairman of the shareholder group in a private company in the brewing sector and has worked closely with the board of that business, both on shareholder specific issues and also more widely providing the benefit of his business experience on other matters. In addition, Peter has a number of other roles with not for profit organisations in Cornwall. Peter is a Fellow of the Institute of Chartered Accountants in England and Wales and graduated from Manchester University.

Graham Stedman, Non‐Executive Director and the Chair of the Remuneration Committee, is a lawyer and spent most of his career as a corporate law partner in London advising on mergers and acquisitions, takeovers, and other corporate transactions in both public markets and private equity and venture capital. During the last four years of his career, Graham was the senior partner of Nabarro LLP with responsibility for developing the strategic direction of the firm, overseeing its implementation and representing the firm in the marketplace. Since leaving professional practice in April 2016, Graham has taken on a number of advisory roles and has a particular interest in mentoring smaller organisations both in the commercial and in the not for profit sectors to develop their businesses. Graham is a qualified solicitor and graduated with a degree in Law from University College London.

Notes to this announcement

1. There is no further information on the newly appointed directors which is to be disclosed under Listing Rule 9.6.13.
2. Unless otherwise stated, capitalised terms used in this announcement but not defined have the same meaning as set out in the circular to Shareholders dated 5 November 2019.

LEI: 2138004UJ1TW8UCELX08

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