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DJ Lombard Capital PLC Notice of GM

 
TIDMLCAP 
 
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 GBP0.10 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 
GBP0.10 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 GBP 
3,000,000 by means of Convertible Loan Notes with rights of conversion into 
Ordinary Shares at a price of GBP0.10 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 GBP0.10 per share. 
 
In the intervening period the Company has issued a total of GBP515,000 
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 GBP2,485,000 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: 
 
Brent Fitzpatrick 
Tel:  07718 883813 
 
NEX Exchange Corporate Adviser: 
Alfred Henry Corporate Finance Limited 
Nick Michaels:  020 7251 3762 
 
 
 
END 
 

(END) Dow Jones Newswires

September 18, 2018 10:15 ET (14:15 GMT)