Lombard Capital PLC - Notice of AGM PR Newswire

LOMBARD CAPITAL PLC
("Lombard" or the "Company")

Notice of AGM

Lombard announces that notice has been sent to shareholders of the Company on 15 November 2018 convening an annual general meeting ("AGM") of the Company to be held at 11.00am on 10 December 2018 at Middletons Hotel, Skeldergate, York, North Yorkshire, YO1 6DS for the following purposes:

Ordinary Business

1.         To receive and adopt the statement of accounts for the year ended 31 March 2018, together with the reports of the Directors and the auditors thereon. The Company annual accounts can be found at: http://www.lombardcapitalplc.com/results

2.         To re-appoint Jeffreys Henry LLP, as auditors of the Company and to authorise the Directors to fix their remuneration.

3.         That David Grierson, a Director retiring by rotation in accordance with the Articles of Association of the Company, be and is hereby re-elected as a Director of the Company.

Special Business

4.         To authorise the Directors pursuant to section 551 of the Companies Act 2006

The Act requires that the authority of the Directors to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company should be subject to the approval of Shareholders in general meeting or to an authority set out in the Company’s Articles of Association.

Resolution 4 will be proposed at the AGM, as an ordinary resolution to authorise the Directors to allot unissued shares of the Company up to a total nominal value of £70,000. This authority will expire at the next annual general meeting or, if later, eighteen months after the passing of the resolution.

5.         To disapply the statutory pre-emption rights under section 561 of the Companies Act 2006

The Act requires that any equity securities issued wholly or partly for cash must be offered to existing Shareholders in proportion to their existing holdings unless otherwise approved by Shareholders in general meeting or accepted under the Company’s articles of association. Accordingly, a special resolution (this resolution 5) will be proposed at the AGM, subject to the passing of resolution 4, to vary the Directors’ authority to allot equity securities for cash other than on a pro rata basis.

The disapplication of statutory pre-emption rights is to be subject to limitations.  In the case of shares to be issued or in respect of which options and other rights may be granted to employees and officers of the Group, the number of Ordinary Shares that may be allotted without invoking the statutory pre-emption rights is to be up to an aggregate nominal amount of £10,000, i.e. up to 10,000,000 Ordinary Shares. In the case of shares to be issued or for which rights might be granted for placings and other issues, the shares that may be allotted without being offered by way of rights to existing shareholders under the statutory pre?emption rights is to be up to an aggregate nominal amount of £60,000 which would provide for up to 60,000,000 new Ordinary Shares. This authority will expire on the date falling eighteen months after the passing of this resolution or the date of the annual general meeting to be held in 2019, whichever is the earlier.

The directors of Lombard Capital Plc accept responsibility for this announcement.

For further information please contact:

Brent Fitzpatrick
Tel:  07718 883813

NEX Corporate Adviser:
Alfred Henry Corporate Finance Limited
Nick Michaels:  020 3772 0021