Lombard Capital PLC - Posting of Circular and Notice of General Meeting PR Newswire

29 April 2022

LOMBARD CAPITAL PLC

(“Lombard” or “the Company”)

Signing of SPA, Posting of Circular and Notice of General Meeting

The directors of the Company are pleased to advise that, following the Company’s announcement of 22 April 2022, the Company and SBS Group Limited (“SBS”) have entered into a sale and purchase agreement in respect of the proposed sale of the Company’s subsidiary LCP Financial Limited (“LCP”).

Accordingly, the Company has today posted to all shareholders a circular to convene a general meeting to allow shareholders to vote on certain resolutions to, inter alia, approve the disposal of LCP to SBS and the withdrawal of trading in the Company’s shares on the AQSE Growth Market. An extract of the circular and timetable appears below and a copy of the circular will shortly be available on the Company’s website, www.lombardcapitalplc.com.

The general meeting has been convened at 10:00 AM on 25 May 2022 (or any reconvened meeting following any adjournment of the general meeting) at the offices of Bailey Wilson, 15 Victoria Mews, Cottingley Business Park, Bingley, BD16 1PY.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation  and the directors of Lombard accept responsibility for this announcement.

For further information please contact:

Brent Fitzpatrick
Tel:  07718 883813

CHAIRMAN’S LETTER

Dear shareholder,

Proposed Disposal of LCP Financial Limited

Proposed Withdrawal from Trading

Notice of General Meeting of Lombard Capital plc (Company)

I am pleased to be writing to you with details of a general meeting (GM) of the Company, which will be held on 25 May 2022 at 10:00 AM at the offices of Bailey Wilson, 15 Victoria Mews, Cottingley Business Park, Bingley, BD16 1PY. The formal notice of the GM (GM Notice) is set out in pages 9 to 16 of this document.

On 29 April 2022, the Board announced that the Company has entered into a Share Purchase Agreement (SPA) with SBS Group Limited (SBS) to sell all the 9,675,000 shares that the Company holds in its subsidiary, LCP Financial Limited (LCP) representing approximately 66 per cent. of the share capital of LCP (the Share Transaction).  LCP in turn owns 100 per cent. of the issued share capital of Waste and Recycling Solutions Ltd (Waste and Recycling).

Under clause 4.1 of the SPA, completion of the said SPA is conditional on the following:

  1. The Shareholders of the Company approving the Share Transaction (Condition 1); and
  2. The Completion of the Share Purchase Agreement to be entered into between the Company and LCP in relation to the sale by LCP of 100 per cent. of Waste and Recycling (Condition 2).

Under the SPA, the conditions specified above will have to be satisfied on or before 5:00 PM on 31 May 2022.

SBS is an investment company which engages with private companies in a variety of sectors that seek to make their securities compatible for electronic trading to facilitate fundraising. As at 27 April 2022, SBS had a share capital of 57,308,320 which is split between 643,431 deferred and 56,664,889 ordinary shares and is quoted on JP Jenkins with a share price of 280p per share.

SBS has significant experience with high yield, investment grade and convertible notes offerings, including financing for leverage acquisitions. The SBS electronic platform has grown and is capable of operating worldwide and therefore not restricted to the UK for the customer base.

SBS seeks to engage through a specialist company to enable Crest and Euroclear functionality and the portal access via Bloomberg, covered under a dedicated arrangement specifically for this purpose.

SBS wish to acquire LCP as LCP owns a portal giving access to the Bloomberg system for the purpose of issuing bonds.

As for Lombard, this transaction will remove the liability to repay the intra-company loan due to LCP and the repayment of the 4% 2027 Bonds. As a result, Lombard will become virtually debt free and will hold a shareholding in SBS.

Terms of the Transaction

Pursuant to the terms of the SPA, consideration for the Share Transaction is 1,367,900 new ordinary shares of £0.01 each in the capital of SBS (the Consideration Shares), at £2.80 per ordinary share, to be issued on completion.

The Consideration Shares will rank pari passu in all respect with the existing ordinary shares of £0.01 each in the share capital of SBS, including the right to receive all dividends declared, made or paid after completion of the SPA (save that they shall not rank for any dividend or other distribution declared made, or paid by reference to a record date before completion of the Transactions).

Under clause 3.3 of the SPA, the Company has agreed to enter into a lock-in arrangement with SBS for a period of 90 days following completion whereby it will not offer, pledge, sell, contract or sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any of the Consideration Shares.

The terms of the transaction further provide that the Company is required to acquire 100% of the share capital of Waste and Recycling before the SPA can complete. As such the Company and LCP will enter into a share purchase agreement for the purchase by the Company of the entire share capital in Waste and Recycling (Waste and Recycling Transaction).

Waste and Recycling is a non-trading, wholly owned subsidiary of LCP that has neither material assets or liabilities. The Waste and Recycling Transaction will allow the Company time to conclude certain administrative matters which the board feels it is best placed to do so and conclusion of which is not expected to have any significant material effect on the Company’s financial position.

The consideration for the Company’s acquisition of Waste and Recycling will be a nominal sum of £1.

Fundamental Change of Business

The Share Transaction, pursuant to rule 3.7 of the AQSE Growth Market Rules, will result in a fundamental change to the Company and the Share Transaction, therefore, is conditional on receiving shareholder consent at the GM (as per Condition 1 above).

Cancellation of Trading on AQSE Growth Market

On 21 April 2021, the directors of the Company notified shareholders of their intention to seek the withdrawal the Company’s shares from trading on the AQSE Growth Market.  Withdrawal from AQSE requires the approval of 75 per cent. of shareholders and, Independent of the resolutions to be put to shareholders at the GM in respect the Share Transaction and the Waste and Recycling Transaction, further details of which are below, this further resolution will be put to shareholders at the GM.

Should this resolution be passed at the GM, it is the intention of directors to seek the immediate withdrawal in trading of the Company’s shares, and cancellation is expected to take effect from before the stat of trading on 26 May 2022

General Meeting

A general meeting is therefore being convened at 10:00 AM on 25 May 2022 (or any reconvened meeting following any adjournment of the general meeting) at the offices of Bailey Wilson, 15 Victoria Mews, Cottingley Business Park, Bingley, BD16 1PY.

The purpose of the meeting will be to ask the shareholders to approve the Share Transaction as described above, by passing three ordinary resolutions and to approve three further special resolutions: the de-listing of the Company from AQSE, the re-registration of the Company from a public to a private company and the adoption of the model articles of association suitable for a private company.

As set out in the Notice below, shareholders will be asked to vote on:

  1. Three ordinary resolutions to provide their approval to the Share Transaction and the Waste and Recycling Transaction.
  2. Three special resolutions to provide their approval for:
  • the de-listing of the Company from the AQSE Access Growth Market;
  • re-registration of the company from a public to a private limited company; and
  • adoption of the model articles of association to replace the existing model articles.

Voting on each resolution will be conducted by use of a poll.

If you are unable to attend the meeting in person you may appoint another person as proxy to exercise your rights to attend, speak and vote at the meeting by completing and returning the enclosed proxy form. Alternatively, you may register the appointment of your proxy electronically.

Full details on how to appoint a proxy are set out on pages 9 to 11 of this document and in the enclosed proxy form.

The formal Notice of General Meeting is set out at the end of this document.

Recommendation

The directors of the Company, after due care and consideration, consider the proposals to be considered at the GM are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as Barry Fromson intends to do in respect of his own beneficial holdings of 1,707,727 ordinary shares, which represents 11.53% of the share capital of the Company.

Results

The results of the General Meeting will be announced and will be made available on the Company’s website at http://www.lombardcapitalplc.com as soon as possible after the meeting has been held.

Yours faithfully

N.B Fitzpatrick

Chair

Timetable of Key Events

Date
Date of notice of cancellation intention 22 April 2022
Date of this Circular 29 April 2022
Last date for proxies 23 May 2022
Date of General Meeting 25 May 2022
Date of Cancellation 26 May 2022