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 October 9, 2015 - 4:00 AM EDT
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LOMBARD CAPITAL PLC - Notice of AGM and Board Changes

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 £1,918.15 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 £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 £1.1 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 £0.4 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 £3.4 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 £3.6 million.


Source: PR Newswire (October 9, 2015 - 4:00 AM EDT)

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