21 April 2022
LOMBARD CAPITAL PLC
(“Lombard” or “the Company”)
Further re: Disposal of LCP
The directors of the Company provide an update, further the announcement of 18 January 2022, in respect of the on-going discussions with SBS Group Limited (“SBS”) regarding the potential sale of the Company’s subsidiary LCP Financial Limited (“LCP”).
The directors are pleased to advise that an agreement in principle has now been reached with SBS for the acquisition of Lombard’s entire shareholding in LCP (“Transaction”) for total gross consideration of approximately £4,200,000. The purchase consideration is to be satisfied by the issue of 1,367,858 new ordinary shares in SBS at a price of £2.80 per share, and the repayment of an intercompany loan due to LCP from Lombard of £370,000. It is the intention of both parties to shortly enter into a sale and purchase agreement.
Under the proposed terms of the Transaction, Lombard has, in addition, agreed with SBS to exclude Waste and Recycling Solutions Limited (“W&R”), a wholly owned subsidiary of LCP, from the Transaction and therefore it is intended that W&R will be acquired by the Lombard for a nominal sum prior to completion of the Transaction.
The proposed Transaction, pursuant to rule 3.7 of the AQSE Growth Market Rules, will result in a fundamental change to the Company and the Transaction, therefore, conditional on receiving shareholder consent at a general meeting. The Company expects to shortly post to all shareholders, following signing of the sale and purchase agreement, a circular setting out, inter alia, the terms of the transaction and to convening a general meeting (“General Meeting”) to put the proposals to shareholders.
The Company also notifies shareholders of its intention to seek shareholder approval at the General Meeting for the withdrawal of the Company’s shares from trading on the AQSE Growth Market. Trading in the Company’s shares has been suspended since 4 January 2022. Withdrawal from AQSE requires the approval of 75 per cent. of shareholders and the proposed resolution, which will be independent of the resolution to approve the dispose of LCP, will also be put to shareholders at the General Meeting.
This announcement contains inside information for the purposes of the
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