LOMBARD CAPITAL PLC
Notice of General Meeting
Lombard Capital plc ("Lombard" or the "Company") announces that notice has been sent to shareholders of the Company convening a general meeting ("GM") of the Company to be held at 11.30 a.m. on 5 October 2018 at Middletons Hotel, Skeldergate, York YO1 6DS.
The purpose of the General Meeting is to update shareholders regarding the Directors’ current investment strategy and to present resolutions for the approval of the issue of Warrants in respect of Ordinary Shares to persons who are contributing to the investment strategy. The Directors continue to focus on a programme of specialist investment opportunities to promote the issuance of fully secured bonds on the TISE market (or equivalent bond markets). The main criteria for the bonds to be issued are that each bond is fully secured by assets.
The Company is to enter into a Warrant Instrument to create warrants that carry the right to subscribe for up to 4,000,000 Ordinary Shares at an exercise price of £0.10 per share in the period expiring on 30 September 2021. The Warrants are to be subject to terms, including covenants and obligations on the part of the Company, that are comparable to those applied to earlier share warrants issued by the Company. There will be no restrictions or entitlement regarding further issues of shares or as regards the investment strategy of the Company, but the Warrants may be transferred (subject to constraints in the case of directors of the Company).
The Warrants are to be issued as a means to compensate those who have provided services or otherwise contributed to the recent activities of the Company, where the directors have been engaged in the development of projects that implement the investing strategies of the Company. There are five persons to whom the Warrants are to be issued, each of which will be the subject of a separate Resolution for approval by shareholders.
Subject to Resolution No 1 being passed by Shareholders at the General Meeting, the Company is to issue Warrants in respect of 1,200,000 Ordinary Shares to Sir Michael John Marshall as compensation for the facilities and arrangements that he has provided to the Company.
Subject to Resolution No 2 being passed by Shareholders at the General Meeting, the Company is to issue Warrants in respect of 2,800,000 Ordinary Shares to Specialist Design Services Limited, a company owned by Mr Barry Fromson, as compensation for the services that it has provided to the Company.
Subject to Resolution No 3 being passed by Shareholders at the General Meeting, the Company is to issue Warrants in respect of 1,500,000 Ordinary Shares to David William Grierson, as compensation for his contribution in his role as the Chairman and Executive Director of the Company.
Subject to Resolution No 4 being passed by Shareholders at the General Meeting, the Company is to issue Warrants in respect of 500,000 Ordinary Shares to Nigel Brent Fitzpatrick, as compensation for his contribution in his role as the Non-Executive Director of the Company.
Subject to Resolution No 5 being passed by Shareholders at the General Meeting, the Company is to issue Warrants in respect of 500,000 Ordinary Shares to Steve Monico Limited, as compensation for its contribution in its role as the Secretary of the Company.
Mr Grierson and Mr Fitzpatrick, as directors of the Company, will be subject to restrictions that are applied to the transfer or exercise of the Warrants under the corporate governance regulations of the Company.
There are currently 4,219,157 Ordinary Shares in issue and the directors currently have 1,250,000 warrants exercisable up to 1 March 2020 at a price of £0.10 per Ordinary Share
At the previous General Meeting held on 5 October 2017, resolutions were passed to grant authority for the allotment and issue of 60,000,000 Ordinary Shares that may be offered without applying the statutory pre-emption rights and of 10,000,000 Ordinary Shares to be available to be offered to employees and other officers of the Company. The Company conducted an offering to raise up to £3,000,000 by means of Convertible Loan Notes with rights of conversion into Ordinary Shares at a price of £0.10 per share. The Convertible Loan Notes also carried entitlement to warrants in respect of the same number of Ordinary Shares as were to be issued on conversion, which warrants could be exercised at an issue price of £0.10 per share.
In the intervening period the Company has issued a total of £515,000 Convertible Loan Notes carrying the right to 5,150,000 Ordinary Shares, of which 750,000 Ordinary Shares have been issued on conversion, accompanied by warrants for 5,150,000 Ordinary Shares. In addition, warrants for a total of 1,285,000 Ordinary Shares have been issued to directors and others since October 2017. Prior to that date warrants and options had previously been issued in respect of a total of 1,600,000 Ordinary Shares.
On 28 June 2018 the Company announced that the offering of Convertible Loan Notes was to be extended and the offer remains open in respect of the balance of £2,485,000 Convertible Loan Notes carrying rights of conversion into Ordinary Shares and Warrants. The total amount of the Convertible Loan Notes to be available under this offer will be reduced to allow the numbers of Ordinary Shares that are to be provided for by the Warrants to be issued pursuant to the Resolutions to be within the thresholds permitted by the resolutions to disapply pre-emption rights passed at the General Meeting on 5 October 2017.
A copy of the full notice of GM will be available on the Company’s website.
The directors of Lombard Capital Plc accept responsibility for this announcement.
For further information please contact:
Tel: 07718 883813
NEX Exchange Corporate Adviser:
Alfred Henry Corporate Finance Limited
Nick Michaels: 020 7251 3762