Lagan Capital PLC Notice of General Meeting (7926J)

TIDMLGN

RNS Number : 7926J

Lagan Capital PLC

10 August 2012

LAGAN CAPITAL PLC

(the 'Company')

Notice of General Meeting

The Company announces that it is today sending a notice to Shareholders to convene a General Meeting of the Company which is to be held at 10.00 am on 28 August 2012 at the offices of Northland Capital Partners Limited, 60 Gresham Street, London, EC2V 7BB.

On 5 April 2012, the Company announced that, following the disposal of its investment in Ocuco Holdings Limited on 7 February 2011, it had been seeking further investment opportunities to fully implement the Company's existing investing policy as set out when the Company became an investing company under the AIM Rules. In order to now fully implement its existing investing policy, the Company is required to invest the sum of GBP560,000 by 29 August 2012 or otherwise have the trading of its shares on AIM cancelled. In light of this, the Company is, subject to the passing of the resolutions proposed in the notice, proposing to place a minimum of 56,000,000 new Ordinary Shares ("Placing") at a placing price of 1 pence in order to raise the requisite funds to enable the Company to implement its existing investing policy.

As the proposed Placing exceeds the Directors' current authorities to allot new Ordinary Shares, the Directors are proposing the resolutions detailed below to enable them to allot such number of new Ordinary Shares to complete the Placing.

The notice includes four resolutions as follows:

Resolution 1 - The adoption of a new investing policy to focus on investments in the natural resources sector ("Proposed Investing Policy"). Further details of the Proposed Investing Policy are set out in Appendix II of the circular dated 10 August 2012 ("Circular"). This resolution is proposed as an ordinary resolution.

Resolution 2 - Authority for the Directors to allot relevant securities up to an aggregate nominal amount of GBP3,000,000. The authority will expire at the conclusion of the next annual general meeting of the Company following the passing of this resolution. This resolution is being proposed as an ordinary resolution.

Resolution 3 - This resolution seeks to dis-apply statutory pre-emption rights to allow the Board to allot shares without recourse to the Shareholders so that it can raise sufficient funds to implement the Proposed Investing Policy and move quickly from time to time as opportunities arise. This authority will expire at the conclusion of the next annual general meeting of the Company following the passing of this resolution. This resolution is proposed as a special resolution.

Resolution 4 - It is proposed that new articles of association ("New Articles") be adopted by the Company to, amongst other matters, remove the concept of authorised share capital which is no longer required under the Companies Act 2006. A summary of the New Articles is set out in Appendix 1 of the Circular. The adoption of the New Articles is proposed as a special resolution.

In the event the proposed resolutions are passed it is proposed that Michael Nosworthy and Stephen ("Steve") Roberts join the board as executive chairman and non-executive director respectively. Stephen Casey and Peter Holmes would then propose to step down as directors of the Company following the passing of the proposed resolutions at the General Meeting.

The Circular and the notice of General Meeting are available on the Company's website: www.lagancapital.com.

For further information, please contact:

 
                              Lagan Capital 
Peter Holmes                   Plc                07590 984 935 
 
Stephen Casey                 Lagan Capital Plc   00353 8728 44790 
 
                              Northland Capital 
Luke Cairns/Matthew Johnson    Partners           020 7796 8800

This information is provided by RNS

The company news service from the London Stock Exchange

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