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Lombard Capital PLC - Notice of GM

·7-min read

LOMBARD CAPITAL PLC

("Lombard" or the "Company")

Notice of General Meeting

Lombard announces that notice of a general meeting (the “Notice”) has today been sent to shareholders of the Company convening a general meeting ("GM") of the Company to be held at 10am on 26 February 2021 at 19 Goldington Road, Bedford, MK40 3JY.

The following is an extract from the Notice which has been posted to shareholders today. A full copy of the Notice, including the resolutions being proposed, is on the Company’s website at www.lombardcapitalplc.com

Dear Shareholder

Proposed Change of Business Strategy

Proposed increase of authorities to allot securities

and

Notice of General Meeting

1. Introduction

As referred to in the unaudited interim results for the period ending on 31 December 2020, which were announced on 10 February 2021, the Company remains in a position where it is dependent upon its ability to generate sufficient cash flows by issuing shares, the exercise of warrants and realisation of investments and other assets, in order to meet continued operational costs and hence continue trading. The Directors have continued to explore ways to increase the asset value and raise additional finance.

The Board has decided that it is the best interests of the Company and Shareholders to expand our business strategy, to include property investment and development. Your Board intends, as soon as it is able to do so, to carry out a substantial fundraising to provide funds to pursue the revised business strategy.

This circular sets out details of the revised business strategy and contains a notice of a General Meeting at which resolutions will be put to Shareholders to approve the revision of the business strategy and to extend the authorities to allot securities.

The General Meeting of the Company is to be held at 10.00 a.m. on 26 February 2021 at 19 Goldington Road, Bedford MK40 3JY. Formal notice of the General Meeting is set out at the end of this document.

Due to Covid-19 and related legal restrictions and guidance from government authorities, shareholders may not physically attend the meeting, and will not be permitted access to the venue on the day of the meeting. Shareholders are strongly encouraged to participate in the meeting by voting by proxy ahead of the meeting.

2. Proposed revised business strategy

The Company’s strategy has been to seek to take advantage of opportunities to invest in or acquire a company or companies, or businesses or assets, and to secure bond investments where the instrument is fully secured by tangible assets. In April 2020 it was announced that the Company had identified an opportunity to create a cohesive waste industry group, having identified initial assets. In June 2020 the Group completed the purchase of the Gaskell House property as an investment, with a view to reinstating its licence as a waste and recycling centre and acquiring further facilities to complement Gaskell House and create a waste and recycling business.

Initial refurbishment and redevelopment of the Gaskell House property has been carried out with the funds available. While this has added value to the site, having assessed the current position, your Directors consider that shareholders’ funds and the expertise of the Board would be better utilised in more general property investment.

The Directors have considered a number of potential opportunities, and have decided that it is in the best interests of the Company and Shareholders to expand our business strategy, to include a focus on property investment and development. While the development of waste assets is not precluded, the future of the Gaskell House property is under consideration, and it is possible that it will be disposed of in the near term to realise funds for other property investment and development which we believe can create shareholder value more readily. The Directors are seeking the approval of Shareholders to the revision of the business strategy described above, as set out in resolution 1 in the notice of General Meeting.

3. Authority to allot securities

At the recent annual general meeting, resolutions were passed to renew the authorities to allot securities, providing inter alia authorities to allot securities for cash up to a nominal amount of £20,000 (20,000,000 ordinary shares of 0.1p). It is proposed that the authorities be increased to a nominal amount of £30,000 (30,000,000 ordinary shares of 0.1p), in order both to allow for a substantial fundraising and to preserve a similar amount of headroom as was provided at the recent annual general meeting for further share issues on exercise of options and warrants, and generally.

There are outstanding options to subscribe for up to 350,000 Ordinary Shares at 4.5p per share, and outstanding warrants to subscribe for 10,985,000 Ordinary Shares at 10p per share. There are 14,809,784 Ordinary Shares currently in issue. If the outstanding options and warrants are exercised in full, the Ordinary Shares arising would represent approximately 43% of the enlarged ordinary share capital.

Resolutions 2 and 3 in the notice of General Meeting replace the authorities to allot securities both generally and for the allotment of securities for cash (disapplying statutory pre-emption rights) in the increased total nominal amount of £30,000.

4. General Meeting

At the end of this Circular is a notice convening a General Meeting of the Company to be held at 19 Goldington Road, Bedford MK40 3JY at 10.00 a.m. on 26 February 2021, at which resolutions will be proposed to approve:

(a) the revision of the business strategy (ordinary resolution);

(b) general authority to allot securities for the purposes of s551 of the Companies Act 2006 (ordinary resolution); and

(c) specific authority to allot securities for cash for the purposes of s570 of the Companies Act 2006 (special resolution).

Due to Covid-19 and related legal restrictions and guidance from government authorities, Shareholders may not physically attend the General Meeting other than to form a quorum, and will not be permitted access to the venue on the day of the meeting. Shareholders are strongly encouraged to participate in the meetings by voting by proxy ahead of the meetings.

5. Action to be taken

Shareholders will find a form of proxy enclosed for use at the General Meeting. Whether or not you intend to be present at either meeting, you are requested to complete and return the forms of proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed forms of proxy must be received by the Company’s Registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR, not later than two business days before the time appointed for holding the General Meeting.

You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the meetings instead of you. Completion of the forms of proxy will not preclude you from attending and voting at the meetings in person if you so wish. Your attention is drawn to the notes to the forms of proxy.

Given the restrictions on attendance in person, you are encouraged to appoint the Chairman of the meeting to submit proxy votes at the meeting, rather than a named person who will not be permitted to attend the physical meeting.

6. Recommendation

The Directors consider the Resolutions to be in the best interests of the Company and the Shareholders as a whole. The Directors therefore unanimously recommend that you vote in favour of the Resolutions at the General Meeting, as they intend to do in respect of their own beneficial holdings.

Yours faithfully,

Brent Fitzpatrick

Chairman

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

For further information please contact:

Brent Fitzpatrick

Tel: 07718 883813

AQSE Corporate Adviser:

Alfred Henry Corporate Finance Limited

Nick Michaels: 020 3772 0021