Back to all announcements

DJ Lombard Capital PLC Notice of AGM and Board Changes

 
TIDMLCAP 
 
LOMBARD CAPITAL PLC 
 
                         ("Lombard" or the "Company") 
 
                   Notice of AGM and Proposed Board Changes 
 
Lombard announces that notice has been sent to shareholders of the Company 
convening an annual general meeting ("AGM") of the Company to be held at 30 
Percy Street, London W1T 2DB on Tuesday 3 November 2015 at 12.30pm for the 
following purposes: 
 
Ordinary Business 
 
To consider, and if thought fit, to pass the following resolutions as ordinary 
resolutions: 
 
1.        To receive the Company's annual accounts for the financial year ended 
31 March 2015 together with the directors' report and auditor's report on those 
accounts. 
 
2.         To re-appoint Welbeck Associates as the Company's auditors to hold 
office from the conclusion of this meeting until conclusion of the next meeting 
at which accounts are laid before the Company and to authorise the directors to 
fix their remuneration. 
 
Special Business 
 
To consider, and if thought fit, to pass the following resolutions, of which 
resolution 3 will be proposed as an ordinary resolution and resolution 4 will 
be proposed as a special resolution: 
 
3.         That for the purpose of section 551 of the Companies Act 2006 (the 
Act) the directors of the Company be and are hereby generally and 
unconditionally authorised to exercise all powers of the Company to allot 
equity securities (within the meaning of Section 560 of the Act) up to an 
aggregate nominal amount of GBP1,918.15 provided that this authority shall expire 
(unless previously renewed, varied or revoked by the Company in general 
meeting) at the conclusion of the next annual general meeting of the Company, 
save that the Company may before such expiry make an offer or agreement which 
would or might require relevant equity securities to be allotted after such 
expiry and the board may allot relevant equity securities in pursuance of such 
an offer or agreement as if the authority conferred hereby had not expired. 
 
This authority is in substitution for all subsisting authorities previously 
conferred upon the Directors for the purposes of section 551 of the Act, 
without prejudice to any allotments made pursuant to the terms of such 
authorities. 
 
4.       That, subject to the passing of resolution 3 above, the Directors of 
the Company be and are hereby empowered pursuant to section 570 of the Act to 
allot equity securities (within the meaning of section 560 of the Act) pursuant 
to the authority conferred by resolution 3 above as if section 561 of the Act 
did not apply to any such allotment provided that the power conferred by this 
resolution shall be limited to: 
 
4.1    the allotment of equity securities for cash in connection with an issue 
or offer of equity securities (including, without limitation, under a rights 
issue, open offer or similar arrangement) to holders of equity securities in 
proportion (as nearly as may be practicable) to their respective holdings of 
equity securities subject only to such exclusions or other arrangements as the 
board may consider necessary or expedient to deal with fractional entitlements 
or legal or practical problems under the laws of any territory, or the 
requirements of any regulatory body or stock exchange in any territory; and 
 
4.2    the allotment (otherwise than pursuant to sub-paragraph 4.1 of this 
resolution 4) of equity securities up to an aggregate nominal value of GBP 
1,918.15. 
 
             The power conferred by this resolution 4 shall expire (unless 
previously renewed, revoked or varied by the Company in general meeting), at 
such time as the general authority conferred on the board by resolution 3 above 
expires, except that the Company may at any time before such expiry make any 
offer or agreement which would or might require equity securities to be 
allotted after such expiry and the Directors of the Company may allot or sell 
equity securities for cash in pursuance of such an offer or agreement as if the 
authority conferred hereby had not expired. 
 
In addition, Lombard announces the appointment of Mark Jackson, Graham Stanley 
Jones and Nigel Brent Fitzpatrick as directors of the Company, effective from 
the conclusion of the AGM ("New Directors"). Charlotte Argyle and Russell 
Darvill intend to retire as directors of the Company immediately following the 
AGM, therefore, neither of the two current Directors have put themselves up for 
re-election in accordance with the Company's Articles of Association. 
 
Mark Jackson, aged 52 (Executive Director) 
 
Mark Jackson has been a chartered accountant over 20 years, and now runs his 
own audit and accountancy practice in Hull, advising clients on business and 
taxation issues. He is a director of Ventura Finance Limited, Quetzal 
Securities Limited, Humberside Accountancy Courses Limited and Small Company 
Reporting Limited. 
 
Graham Stanley Jones, aged 66 (Executive Director) 
 
Graham is a founding director of Garness Jones Chartered Surveyors, one of 
Hull's leading commercial surveying practises.  He provides professional and 
valuation services for a number of well-known banks. 
 
Nigel Brent Fitzpatrick, MBE, aged 65 (Independent Non-Executive Director) 
 
Mr Fitzpatrick has over 20 years' experience as a corporate finance consultant. 
Mr Fitzpatrick was Chairman of Global Marine Energy plc, a listed oil services 
company. He is currently Chairman of RiskAlliance Group Limited and 
Aboyne-Clyde Rubber Estates of Ceylon Limited. He is a non-executive director 
of Acorn Minerals plc. He is a member of the Audit Committee Institute. 
 
The New Directors will look to keep costs to a minimum and intend to explore 
various prospects and opportunities which they believe have the potential to 
maximise shareholders value.  The New Directors have not dismissed the idea of 
changing the investment strategy of the Company, however, they do understand 
that any such changes will have to be approved by shareholders of the Company 
at a general meeting. 
 
The Directors of Lombard are responsible for the contents of this 
announcement. 
 
=-ENDS-- 
 
ENQUIRIES: 
 
LOMBARD CAPITAL PLC 
Russell Darvill 
020 7580 7576 
 
PETERHOUSE CORPORATE FINANCE LIMITED 
Mark Anwyl and Fungai Ndoro 
020 7469 0930 
 
Additional Information 
 
In addition to his directorship of the Company, Mark Jackson holds or has held 
the following directorships in the five years prior to the date of this 
announcement: 
 
Current Directorships:                   Previous Directorships: 
 
Ventura Finance Limited                  n/a 
 
Quetzal Securities Limited 
 
Small Company Reporting Limited 
 
Humberside Accountancy Courses Limited 
 
In addition to his directorship of the Company, Grahame Stanley Jones holds or 
has held the following directorships in the five years prior to the date of 
this announcement: 
 
Current Directorships:                  Previous Directorships: 
 
Yorkshire Laser Centre Limited          Rogerson Graham Jones Limited 
                                        (Dissolved) 
 
UK Medical Laser Centre Limited 
 
Crest Lets Limited 
 
The 
 
In addition to his directorship of the Company, Brent Fitzpatrick holds or has 
held the following directorships in the five years prior to the date of this 
announcement: 
 
Current Directorships:                   Previous Directorships: 
 
Ocean Park Developments Limited          1812 Resources Limited 
 
Acorn Minerals Plc                       NIM Engineering Limited (Dissolved) 
 
Pondermatters Limited                    Conferaccom Limited 
 
Optometrics Corporation                  Riskalliance International Limited 
 
Powerhouse Energy Group Plc              Double V Limited (Dissolved) 
 
Riskalliance Management Services Limited 
 
Low Wave Limited 
 
Riskalliance Group Limited 
 
Riskalliance Finance Ltd 
 
Vela Technologies Plc 
 
National Governors Association 
 
TIM (My Life Is Brilliant) Limited 
 
Renegade Oil & Gas Limited 
 
Riskalliance Consulting Limited 
 
Forward Catering (Yorkshire) Limited 
 
J Burdon & Partners Limited 
 
Powerhouse Energy UK Limited 
 
Halcycon Oil & Gas Limited 
 
Aboyne-Clyde Rubber Estates of Celylon 
Limited 
 
Wey Education Schools Trust 
 
 
Nigel Brent Fitzpatrick was a director of Holly Benson Communications Limited 
(Company Number 02546123), from 22 February 2008 until 1 October 2008.  An 
administrative receiver of Holly Benson Communications Limited was appointed on 
28 November 2008 and the company was subsequently dissolved on 15 November 2011 
with a deficiency with regards to creditors of GBP1.1 million. 
 
Nigel Brent Fitzpatrick was a director of Onyx Media Limited (Company Number 
02661328), from 1 May 2003 until 15 June 2005.  An administrative receiver of 
Onyx Media Limited was appointed on 20 July 2005 and the company was dissolved 
on 7 April 2011 with a deficiency with regards to creditors of GBP0.4 million. 
 
Nigel Brent Fitzpatrick was a director of NIM Engineering Limited (Company 
Number 0221486), from 29 January 2004.  An administrative receiver of NIM 
Engineering Limited was appointed on 20 March 2007 and the company was 
dissolved on 3 January 2014 with a deficiency with regards to creditors of GBP3.4 
million. 
 
Nigel Brent Fitzpatrick was a director of Conferaccom Limited, from 22 February 
2008 to 14 August 2008. An administrative receiver was appointed on 28 May 
2008. The Company was dissolved on 19 May 2015 with a deficiency with regards 
to creditors of GBP3.6 million. 
 
 
 
END 
 

(END) Dow Jones Newswires

October 09, 2015 04:00 ET (08:00 GMT)