Business
Disposal and Posting of Circu
Disposal and Posting of Circu.
About this update from Palace Capital Plc
[{"type":"text","content":"\n RNS Number : 8987O Leo Insurance Services PLC 06 July 2010 \n \n\n6 July 2010\n \nLeo Insurance Services Plc\n(\"Leo\" or the \"Company\")\n \nDisposal and Posting of Circular to Shareholders\n \nThe Board of Leo announces that it is today posting to Shareholders a circular (the \"Circular\") in relation to the proposed disposal of its 50 per cent. holding in Grafton Insurance Services Limited (\"Grafton\"), the adoption of an Investing Policy, the issue of Convertible Loan Notes, the change of name of the Company to Palace Capital plc and a Notice of General Meeting.\n \nThe Company has today entered into a conditional agreement for the disposal of its principal asset, a 50 per cent. interest in Grafton, to Safeland (a company controlled by Larry Lipman and Errol Lipman, both directors of the Company) for a consideration of £90,000. The consideration is to be settled by way of offset of the outstanding indebtedness owed by the Company to Safeland at Completion (currently totalling approximately £75,000) and the balance in cash.\n \nThe proposed Disposal constitutes a fundamental change of business by the Group pursuant to Rule 15 of the AIM Rules and is also subject to the provisions of section 190 of the Act. In accordance with the AIM Rules and the Act, the Company is required to send a circular to Shareholders setting out the reasons for, and principal terms of, the Disposal, and also details of the Company's proposed investing policy following Completion and to seek Shareholders' approval for the Disposal and the proposed Investing Policy. A notice convening a GM of the Company for 10.15 a.m. on 30 July 2010 to consider the Resolutions is set out in the Circular.\n \nIn addition, the Company has been notified that immediately following Completion, Leo Holdings (2008) Corporation will sell 2,157,570 Ordinary Shares (representing approximately 29.9 per cent. of the issued share capital of the Company) to Neil Sinclair, Pamela Sinclair, London Active Management Limited (a company controlled by Neil and Pamela Sinclair), Stanley Davis and Andrew Perloff.\n \nUpon completion of the Disposal, Neil Sinclair and Stanley Davis will be appointed as Directors of the Company and all the Existing Directors of the Company will then resign immediately from the Board.\n \nT...