LMS Capital Plc Investor Relations

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Reports and Accounts

Welcome to the LMS Capital plc financial reports page where you can access the latest financial reports and shareholder presentations in PDF format

(Note: Interim Reports year end 30th June, Annual Reports year end 31st December)

2018

Annual report and accounts 31 December 2017

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Total number of shares in issue is 80,727,450. The table shows the top 10 shareholders as at 28th September 2018.

Objective

The Company’s investment objective is to achieve absolute total returns over the medium to longer term, principally through capital gains and supplemented with the generation of a longer term income yield. The Company targets a return on equity, after running costs, of between 12 per cent. and 15 per cent. per annum over the long term.

Investment focus

The Company will utilise the experience and expertise of the investment manager and the investment committee of the investment manager responsible for the Company’s portfolio, underpinned by a rigorous appraisal process and risk framework acceptable to the Board. The Company will have an active investing policy and will invest in assets that typically have a number of the following characteristics:

  • – investments that the investment manager believes can generate a 15 per cent. net internal rate of return over the medium to longer term;
  • – investments which are less liquid and which the investment manager believes benefit from an illiquidity discount;
  • – private equity and smaller quoted companies where the investment manager believes that there is an opportunity for value creation through strategic, operational or management initiatives;
  • – companies that demonstrate strong underlying operational cashflow characteristics and attractive returns on invested capital; and
  • – alternative, specialist asset classes managed by the investment manager which target longterm, illiquid strategies on preferred terms.

The Company may invest in public or private securities; investments may be made in the form of, among other things, equity, equity-related instruments, derivatives and indebtedness. The Company may hold controlling or non-controlling positions and may invest directly or indirectly. The Company may also invest in the investment manager or members of its group, to benefit from the potential growth of the investment manager.

Private equity

The Company will make direct investments, typically with co-investors, in private equity opportunities which fit the investment criteria, including pre-IPO, take private or more traditional private equity opportunities. The Company may lead or be part of a consortium holding influential or controlling stakes. Focus will typically be on companies with an enterprise value of less than £100 million where the managers believe that there is an ability to add value to the companies through active engagement.

Quoted securities

The strategy seeks to exploit market inefficiencies which exist in quoted equity markets amongst smaller companies, which are typically under-researched, have relatively low trading liquidity and exhibit many of the same characteristics of privately held companies. The strategy aims for a high level of engagement with investee company stakeholders in order to identify market pricing inefficiencies and to support a clear equity value creation plan, typically over a three to five year investment horizon. Investments in quoted companies will, in most cases, be by means of coinvestment alongside other funds managed by the investment manager or members of its group targeting influential, but non-controlling, block stakes in companies with a market capitalisation typically below £250 million.

Funds

The Company may make indirect investments by means of passive co-investment or fund commitments in circumstances where it is able to procure preferred terms, and where the fund is managed by the investment manager, and net returns are expected to exceed the investment return objectives.

Portfolio construction

The portfolio will typically hold no more than 20 investments (including fund commitments) representing a significant majority of the Company’s portfolio (typically, in excess of 80 per cent by value.). Capital will be allocated to predominantly private investments for direct investment or co-investment where the investment manager believes such investment is able to generate attractive risk adjusted returns over the medium to longer term. More than 50% of the portfolio, by reference to the net asset value of the Company at the time the investment is made, is expected to be invested in private equity opportunities (including in funds). The Company intends to invest in at least 10 company positions (whether directly or on a ‘look-though’ basis for investments in relation to fund investments) once the Company is fully invested (being the time at which the transition to this investment policy has been completed following realisation of legacy investments).

Sector and Geographic focus

The Company is not restricted to specific sectors. The Company’s assets will be predominantly invested in the United Kingdom, Europe and North America.

Exposure limits

The Company will manage risk through appropriate portfolio construction and exposure to any single company, including those single ‘look through’ company positions within fund holdings, will be restricted to 15% of the Company’s net assets at the time the investment is made (by reference to the net asset value of the Company in the immediately preceding month). Any investment in securities issued by a single company or investment fund which represents more than 10 per cent. of the Company’s net assets at the time the investment is made will require the Board’s approval.

Gearing

The Company intends to put in place a bank facility in order to manage working capital requirements, but will limit borrowing to no more than 25 per cent. of the net asset value of the Company measured at the time of borrowing.

Returns on investment

The intention is to return an amount in the region of 30 per cent. of annual cash realised profits from investments made pursuant to the new investment policy and in so doing, to generate a dividend yield over the longer term.

Investment Manager

GHAM

Octagon Point
5 Cheapside
London
EC2V 6AA

T: 020 3837 6270

Brokers

J.P. Morgan Cazenove Limited

25 Bank Street
Canary Wharf
London
E14 5JP

Auditor

BDO

55 Baker Street
London
W1U 7EU

Bankers

Barclays Bank plc

54 Lomabard Street
London
EC3V 9EX

Solicitors

Travers Smith

10 Snow Hill
London
EC1A 2AL

The Board of LMS Capital plc is committed to maintaining high standards of corporate governance and business ethics and complies with the UK Corporate Governance Code issued by the Financial Reporting Council.

Listed below are the  Company’s Articles of Association.

Please click on the link below to open the document as a separate PDF file:

LMS Capital Articles of Association adopted on 13 May 2010

Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU

Tel: 0871 664 0300*
Overseas Tel: +44 (0)20 8639 3399
Fax: +44 (0)20 7935 3737
Email: shareholderenquiries@linkgroup.co.uk

www.linkassetservices.com

* Calls to this number are charged at 10p per minute plus your normal network charges.

A telephone dealing service has been arranged with Stocktrade which provides a simple way of buying or selling LMS Capital plc Ordinary Shares.  Full details can be obtained by telephoning 08456 010 995 and quoting the reference Low Co 0236.

For further information, please visit www.stocktrade.co.uk/LMS/.

Please note that the value of shares can fall and you may get back less than you invest. If you are in any doubt about the suitability of an investment, please consult a professional adviser.

If you have only a small number of shares which would cost more for you to sell than they are worth, you may wish to consider donating them to the charity ShareGift (Registered Charity 1052686) which specialises in accepting such shares as donations.

The relevant stock transfer form can be downloaded here. Complete the form and return it with your share certificate(s) to Capita Registrars at the address provided on the form. If you have lost your share certificate(s) there is an indemnity section on the form which you will need to complete.

There are no implications for Capital Gains Tax purposes (no gain no loss) on gifts of shares to charity and it is also possible to obtain income tax relief.

Further information about Sharegift may be obtained on 020 7930 3737 or from www.ShareGift.org .

The Financial Conduct Authority (FCA) is advising shareholders to be aware of unsolicited telephone calls or correspondence concerning investment matters. These are typically from overseas based ‘brokers’ who target UK shareholders, offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. These operations are commonly known as ‘boiler rooms’.

To reduce the risk of fraud happening to you, please consider the following:

(1) Keep all your investment details, and share certificates, in a safe place. Correspondence to be destroyed should be shredded;

(2) If you change your address, notify the Registrars without delay. If you receive a letter from the Registrars regarding a change of address and have not moved recently, please contact them immediately – you may be a victim of identity theft;

(3) If you are buying or selling shares, only deal with brokers registered in the UK, or in your country of residence. LMS Capital has arranged a low cost share dealing service for its shareholders with Stocktrade – further details can be found above; and

(4) If you receive any unsolicited investment advice, check that the ‘broker’ is properly authorised by the FCA before getting involved by visiting https://www.fca.org.uk/firms/financial-services-register.

More detailed information on this, or similar activity, can be found on the FCA website
https://www.fca.org.uk/consumers/share-fraud-boiler-room-scams  or by calling 0800 111 6768.

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