Annual Report and Notice of AGM

9 April 2015

                                LMS Capital plc                                

                            2014 Annual Report and                             

                     Notice of 2015 Annual General Meeting                     


LMS Capital plc ("LMS Capital" or "the Company") has today published its 2014
Annual Report and Notice of its 2015 Annual General Meeting. These documents
are available in the Investor Relations section on the Company's website, 
www.lmscapital.com. This follows the release on 10 March 2015 of the Company's
Preliminary Results Announcement for the year ended 31 December 2014.

In compliance with Rule 9.6.1 of the Listing Rules, the Company has submitted
to the UK Listing Authority, via the National Storage Mechanism, copies of the
LMS Capital 2014 Annual Report, the Notice of its 2015 Annual General Meeting
and a sample of a Form of Proxy for use at that meeting. The LMS Capital 2014
Annual Report will be filed with the Registrar of Companies in due course and
copies can be obtained from the Company Secretary, LMS Capital plc, 100 George
Street, London W1U 8NU. The Annual General Meeting will be held at 12.00 pm on
Thursday 14 May 2015.

The Disclosure and Transparency Rules (DTR 6.3.5(2)) require certain
information to be disclosed upon publication of an Annual Report. Accordingly,
the following disclosures are made in the Appendices below. References to page
numbers and notes to the accounts made in these Appendices refer to page
numbers and notes to the accounts in the LMS Capital 2014 Annual Report.

 

For further information, please contact:


LMS Capital plc                                        020 7935 3555

Nick Friedlos, Director
Tony Sweet, Chief Financial Officer

 

About LMS Capital plc

LMS Capital is an investment company which, following a general meeting on 30
November 2011, is undertaking a realisation strategy with the aim of achieving
a balance between an efficient return of cash to shareholders and optimising
the value of the Company's investments. Its investment portfolio consists of
small to medium sized companies across a range of sectors.

 

Appendix A - Statement of Directors' responsibilities

The 2014 Annual Report includes on page 37 a responsibility statement dated 10
March 2015, the date of approval of the 2014 Annual Report, and signed for and
on behalf of the Board by Nick Friedlos and Antony Sweet. The following is
extracted from that statement:

We confirm that to the best of our knowledge:

- the financial statements, prepared in accordance with IFRSs as adopted by the
EU, give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings included in the
consolidation taken as a whole;

- the Annual Report and financial statements, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Company's performance, business model and strategy;
and

- the Strategic report includes a fair review of the development and
performance of the business and the position of the issuer and the undertakings
included in the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.

 

Appendix B - Related party transactions

The following is extracted in a full and unedited form from note 19 on page 70
of the Company's Annual Report:

With effect from January 2011 the Company entered into a lease agreement with
Derwent London plc in respect of the premises comprising its head office and
registered office. Under the terms of the lease the Company pays an annual rent
of £288,752 to Derwent London plc plus certain service charges. Robert Rayne is
Chairman of Derwent London plc.

Under an arrangement with SQP Limited the Company pays fees of £60,000 per
annum for the provision of services by Robert Rayne.

Compensation arrangements for key management are set out in the Remuneration
Committee report on pages 24 to 27.

In connection with each of the tender offers in May 2014 and July 2013, the
Company received an irrevocable undertaking from Withers Trust Corporation
Limited (the "Undertaking"). The purpose of each Undertaking was a contingency
measure to ensure that members of the extended Rayne family and associated
trusts (the "Concert Party") would in aggregate tender sufficient shares so
that the Concert Party's percentage interest in the ordinary shares of the
Company would not increase as a consequence of the tender offer and
consequently avoid any requirement under the City Code on Takeovers and Mergers
for the Concert Party to make an offer for all the issued shares of the Company
which they did not own.

In July 2013 the arrangement described above was classified as a smaller
related party transaction under the Listing Rules of the UK Listing Authority
(the "Listing Rules"). The arrangement in May 2014 was classified as a related
party transaction under the Listing Rules and was therefore subject to approval
by non-Concert Party shareholders at the general meeting to approve the May
2014 tender offer - which approval was duly given. The Undertaking in May 2014
was a related party transaction requiring shareholder approval due to the
reduced overall net asset value and market capitalization of the Company
(reflecting the progression of the Company's stated realisation strategy),
which resulted in the thresholds prescribed by the Listing Rules for
classifying related party transactions being exceeded.

For the purposes of this classification the deemed value of the consideration
for the Undertaking was £8.4 million in May 2014 and £7.3 million in July 2013.
The results of the tender offer in May 2014 required 45,764 extra shares to be
tendered under the terms of the Undertaking. The results of the tender offer in
July 2013 did not require any extra shares to be tendered.

No fee was payable by the Company in connection with the Undertakings.