TIDMLDG
RNS Number : 8504U
Logistics Development Group PLC
31 March 2023
31 March 2023
Logistics Development Group plc
("LDG" or the "Company")
Final Results for year ended 30 November 2022
Logistics Development Group plc, the AIM listed investing
company, announces its audited final results for the year ended 30
November 2022.
Full year 2022 Results Summary
-- For the year ended 30 November 2022, the Company reported an
underlying EBIT(1) of GBP1.1m (2021: EBIT of GBP84.6m, before
exceptional income of GBP0.1m) and a profit before tax of GBP1.1m
(2021: profit before tax of GBP84.7m).
-- Following the disposal of GreenWhiteStar Acquisitions Limited
and its subsidiaries in the prior year, the Board, in conjunction
with its investment manager DBAY, reviewed a number of investment
opportunities and came to the conclusion that there were more
attractive opportunities to create shareholder value outside the
narrow logistics focused investing policy adopted in December 2020.
Additionally, the Board were aware that the Company's shares had
been trading at a significantly discounted level to the amount of
available cash per ordinary share. Furthermore, the Board noted
that the Company's capital structure required attention.
-- Therefore, on 14 January 2022, the Company announced the
publication of a circular containing details of proposed changes to
the Company's investing policy (" Investing Policy "), the
undertaking of a share buyback programme (the " Buyback ") and a
reduction of capital.
-- On 31 January 2022, at a general meeting of the Company, the
Shareholders gave their approval for both a change to the Investing
Policy and implementation of the Buyback. At the same general
meeting, the Board approved steps for a reduction in capital to
create available distributable reserves.
-- The change to the Investing Policy was aimed at enabling the
Company to take advantage of a wider sphere of opportunities than
those offered previously from the original logistics focused
policy. The revised Investing Policy provides for investments
primarily in undervalued companies.
-- Pursuant to the Buyback, the Company acquired 140,441,180
ordinary shares in its own capital at an average price of GBP0.157
per share between 25 February 2022 and 6 April 2022.
-- Over the last financial year, we had the opportunity to
welcome Peter Nixon as a director to the Board, he is an
experienced chartered accountant and was appointed to the Board
from 9 December 2021, replacing Saki Riffner as a representative of
DBAY.
The details of the two investments made during the period are
listed below.
-- On 7 March 2022, LDG acquired the entire share capital of
Fixtaia Limited (" Fixtaia "), a company incorporated in Jersey,
for GBP1.00. Investments of GBP30.0m and GBP3.0m were made in
Fixtaia on 21 March 2022 and 30 November 2022 respectively. Via
this investment in Fixtaia, LDG indirectly held an equity interest
of 1.74% in CareTech Holding PLC (" CareTech "), acquired at a cost
of GBP13.1m, which includes GBP883k of investment transaction fees,
from March 2022 until September 2022, when this investment was
disposed of. The disposal of 1,974,130 ordinary shares in CareTech
for an aggregate consideration of GBP14.8m achieved a profit of
GBP1.7m.
-- During the period, the Company acquired, via its investment
in Fixtaia, a total of 11,457,000 ordinary shares in Finsbury Food
Group plc (AIM:FIF) (" Finsbury Food "), representing 8.79% of its
issued share capital, for an aggregate consideration of
GBP9.1m.
Commenting on the results, Adrian Collins, Chairman of Logistics
Development Group plc said: "We are pleased to report a year of
progress for LDG during which we have evolved our investment policy
and have since made a number of attractive investments. As we look
ahead whilst there may be choppy waters, we are confident we can
navigate these and deliver attractive returns."
(1) Underlying EBIT is an alternative performance measure (see
Note 3) and is defined as profit/loss before interest and tax
adding back exceptional items.
A copy of the full year results are also available to be viewed
on, or downloaded from, the Company's corporate website at
www.ldgplc.com
IMA Amendment and Related Party Transaction
At a general meeting held on 31 January 2022, LDG shareholders
approved a broadening of the investing policy which, inter alia,
allowed LDG to invest up to 50 per cent. of the Company's net asset
value in certain funds managed by DBAY (the "DBAY Funds") and so in
order to bring into effect the revised investing policy a new
investment management agreement (the "New IMA") was entered into on
14 January 2022. In contrast to a direct investment, for an
investment into a DBAY Fund, a management/monitoring fee would have
been payable at the time of commitment, even if no investments had
been made in the underlying DBAY Fund.
In order to compensate LDG for this disconnect, the changes to
the New IMA included DBAY agreeing not to receive management or
performance fees from LDG in respect of funds committed to the DBAY
Investment Funds by the Company (ensuring no double charging), and
that DBAY would cover certain corporate costs, providing the
Company with an amount which is equal to the Company's reasonable
corporate expenses in the given year, provided that such amount
shall not exceed the lower of: (i) GBP800,000; or (ii) the
management fees in respect of investments made and/or amounts
committed by the Company which are received by DBAY in the relevant
year.
Whilst at the time of entering into the New IMA there was an
intent to make an investment in one or more DBAY Funds in the near
term, this is now less likely and no such investments have been
made to date. Given the New IMA envisaged payments being made on
the basis of all management fees and no investment in DBAY Funds
have been made, the New IMA has been amended by way of an addendum
dated 30 March 2023, to clarify that, with effect from the
beginning of the current financial year, the maximum amount payable
would not exceed the lower of (i) GBP800,000; and (ii) amounts paid
to DBAY in respect of investments in DBAY Funds specifically, and
not all management fees received by DBAY (the "IMA Amendment"),
which better reflects the spirit of the original agreement.
Given DBAY is the Company's investment manager and its current
interest, via its managed funds, is more than 10 per cent. of the
Company's issued share capital, it is therefore a related party (as
defined in the AIM Rules for Companies). Consequently, the proposed
IMA Amendment is deemed to be a related party transaction for the
purposes of Rule 13 of the AIM Rules for Companies. For the
purposes of the AIM Rules for Companies, the Independent Directors
(being all Directors save for Peter Nixon), having consulted with
the Company's Financial and Nominated Adviser, Strand Hanson
Limited, consider the terms of the proposed changes to the Existing
Investment Management Agreement to be fair and reasonable so far as
its Shareholders are concerned.
For enquiries:
Logistics Development Group Via FTI Consulting
plc
FTI Consulting
Nick Hasell
Alex Le May
Cally Billimore +44 (0) 20 3727 1340
Strand Hanson Limited
(Financial and Nominated Adviser)
James Dance
Richard Johnson
Abigail Wennington +44 (0) 20 7409 3494
Investec Bank plc
(Broker)
Gary Clarence
Harry Hargreaves +44 (0) 20 7597 5970
Letter from Chairman
Dear Shareholders
I am pleased to present the annual report and the audited
financial statements for Logistics Development Group plc ("LDG" or
the "Company") for the year ended 30 November 2022.
For the year ended 30 November 2022, the Company reported an
underlying EBIT(1) of GBP1.1m (2021: EBIT of GBP84.6m, before
exceptional income of GBP0.1m) and a profit before tax of GBP1.1m
(2021: profit before tax of GBP84.7m).
At a general meeting held on 31 January 2022, shareholders
approved a broadening of the investing policy. This has allowed
DBAY Advisors Limited ("DBAY"), LDG's investment manager, to invest
in opportunities outside the logistics sector, broadening the
opportunity set available to LDG. On 10 March 2022, the Company
announced its first investment under the new investing policy, as
amended after the general meeting held on 31 January 2022, in
CareTech Holdings PLC (AIM:CTH) ("CareTech"). Over the course of
the financial year, the Company purchased a total of 1,974.130
shares in CareTech . On 4 April 2022 a consortium formed by Sheikh
Holdings Group (Investments Limited) made a recommended all cash
offer for CareTech at 750 pence per share. As a result of the offer
being effected, the Company has disposed of its entire holding of
CareTech shares.
Details of additional investments are listed in the review of
the year on page 2 below.
LDG's share price has consistently been trading at a discount to
the Company's cash per share, and so the Board determined to
initiate a further share buyback program. The necessary approvals
were obtained at a general meeting on 6 March 2023 and the further
share buyback program will commence in due course. Over the last
financial year, we had the opportunity to welcome Peter Nixon as a
director to the Board, he is an experienced chartered accountant
and was appointed to the Board from 9 December 2021, replacing Saki
Riffner as a representative of DBAY.
Since its approval in January 2022, the Company has been
implementing its broader investing policy. The Board is confident
that the Company's investment manager, DBAY, will make good use of
the funds over the years to come and avoid the cathartic re-rating
of many companies which will not be able to transition from "Growth
at any price" to profitability. I am reminded of the great man,
Warren Buffet's, sage words "You don't find out who's been swimming
naked until the tide goes out". I firmly believe that your
investment manager will be able to navigate through the choppy
waters and reward shareholders accordingly.
Finally, I would like to thank shareholders, old and new, for
their continued support.
Adrian Collins
Chairman
(1) Underlying EBIT is an alternative performance measure (see
Note 3) and is defined as profit/loss before interest and tax
adding back exceptional items.
Business and financial review for the year ended 30 November
2022
Review of the year
Following the disposal of GWSA Group in the prior year, the
Board, in conjunction with its investment manager DBAY, reviewed a
number of investment opportunities and came to the conclusion that
there were more attractive opportunities to create shareholder
value outside the narrow logistics focused investing policy adopted
in December 2020. Additionally, the Board were aware that the
Company's shares had been trading at a significantly discounted
level to the amount of available cash per Ordinary Share.
Furthermore, the Board noted that the Company's capital structure
required attention.
Therefore, on 14 January 2022, the Company announced the
publication of a circular containing details of proposed changes to
the Investing Policy, the undertaking of a share buyback programme
(the " Buyback ") and a reduction of capital.
On 31 January 2022, at a General Meeting of the Company, the
Shareholders gave their approval for both a change to the Investing
Policy and the Buyback. At the same General Meeting, the Board
approved steps to a reduction in capital to create available
distributable reserves.
The change to the Investing Policy was aimed at enabling the
Company to take advantage of a wider sphere of opportunities than
those offered previously from the original logistics focused
policy. The revised investing policy provides for investments
primarily in undervalued companies.
The aim of the Buyback was to address the fact that the
Company's shares had been trading at a significantly discounted
level to the amount of available cash per Ordinary Share. The
Company obtained shareholder approval to acquire up to 20% of the
issued share capital as at the date of the General Meeting.
Pursuant to the Buyback, the Company acquired 140,441,180 Ordinary
Shares in its own capital at an average price of GBP0.157 per share
between 25 February 2022 and 6 April 2022.
On 22 February 2022, th e Company received approval from the
High Court of England and Wales to proceed with a Capital Reduction
thereby creating available distributable reserves.
The details of the two investments made during the period are
listed below.
-- On 7 March 2022, LDG invested GBP1.00 to acquire the entire
share capital of Fixtaia Limited (" Fixtaia "), a company
incorporated in Jersey. Further investments of GBP30.0m and GBP3.0m
were made in Fixtaia on 21 March 2022 and 30 November 2022
respectively. Via this investment in Fixtaia, LDG indirectly held
an equity interest of 1.74% in CareTech, acquired at a cost of
GBP13.1m, which includes GBP883k of investment transaction fees,
from March 2022 until September 2022, when this investment was
disposed of. The disposal of 1,974,130 ordinary shares in CareTech
for an aggregate consideration of GBP14.8m achieved a profit of
GBP1.7m.
-- During the period, the Company acquired, via its investment
in Fixtaia, a total of 11,457,000 ordinary shares in Finsbury Food
Group plc (AIM:FIF) (" Finsbury Food "), representing 8.79% of its
issued share capital, for an aggregate consideration of
GBP9.1m.
Changes to the Board
Peter Nixon, an experienced chartered accountant, was appointed
to the Board from 9 December 2021, replacing Saki Riffner as DBAY
representative.
Subsequent events
-- On 1 December 2022 an investment of EUR18.5m (c.GBP15.9m) was
made into Synsion TopCo, which is the private holding company of a
group of companies formed by DBAY specifically to invest in SQLI
S.A. (ENXTPA:SQI) ("SQLI"). This investment was made by the Company
via its subsidiary Fixtaia. The investment into Synsion TopCo was
initially made by way of an EUR18.5m loan which has been converted
into an approximate 11.1% equity interest in Synsion TopCo (the
"Company's Interest"). Subsequent to the aforementioned purchase of
SQLI shares, the Synsion Group has drawn on available debt funding,
as a result of which the implied equity value of the Company's
interest was re valued at c.EUR14.4m. Consequently, under the terms
of an agreement between Fixtaia and Synsion TopCo, Synsion TopCo
has capitalised the loan in return for the issue of the Company's
Interest and made payment in cash of c.EUR4.1m to Fixtaia .
-- On 1 December 2022 the Company, via its subsidiary Fixtaia,
began acquiring shares in Alliance Pharma Plc ("Alliance").
Alliance is an international healthcare group founded in 1996 and
headquartered in the United Kingdom. Alliance acquires, markets and
distributes consumer healthcare and prescription medicine products.
To date, via the investment in Fixtaia, the Company indirectly
holds 33,763,047 shares, which is 6.25% of Alliance, for a
consideration of GBP19.1m
-- At a general meeting held on 6 March 2023, the Company's
shareholders approved the commencement of a further share buyback
and capital reduction:
1) It is the intention to acquire Ordinary Shares in the market
(the "Further Buyback"), representing approximately 20% of the
Company's issued share capital, which the Board believes may serve
to reduce the observed discount to NAV per Ordinary Share. The
Board, however, expects to limit the total consideration for the
Further Buyback to an aggregate of GBP15.0m. Through the Further
Buyback, the Company intends to implement a discount management
policy, targeting a share price discount to NAV per share of no
more than 15% in normal market conditions. The discount to NAV per
share will be calculated on the basis of the NAV per Ordinary Share
figure last notified by the Company via RIS.
2) The 140,411,180 ordinary shares of GBP0.01 each which were
subject to the buyback effected by the Company between 25 February
2022 and 6 April 2022 (the "Capital Reduction"), which was approved
by shareholders on 6 March 2023, was sanctioned by the High Court
of England and Wales ("High Court") on 28 March 2023. The order of
the High Court confirming the Capital Reduction, and the statement
of capital approved by the High Court in connection therewith, was
delivered to the Registrar of Companies on 28 March 2023. The
Capital Reduction will then become effective upon the registration
of the Court order by the Registrar of Companies.
Following the Capital Reduction, the issued share capital of the
Company consists of 561,764,720 ordinary shares of GBP0.01
each.
Financial performance
The results for the current year reflect the group structure as
at 30 November 2022.
The Company has elected to measure its investments in its wholly
owned subsidiary Fixtaia as an equity investment at fair value
through profit and loss. The election is taken based on the Company
being classified as an investment entity per IFRS 10.
Had the Company not met the definition of an investment entity,
it would be required to prepare consolidated financial statements
which involve presenting the results and financial position of the
Company and Fixtaia as those of a single economic entity.
At the reporting date, the fair value ascribed to the
investments was GBP34.3m (2021: GBP2.2m) which reflects the current
NAV of the underlying investment at the reporting date (2021:
valuation basis reflected the current value at the reporting date
in respect of guaranteed expected future cash flows). The Directors
have reviewed this valuation approach and consider it to be
appropriate.
Administrative expenses before exceptional items are on par with
the prior year at GBP1.0m (2021: GBP1.1m).
The Company's underlying EBIT(1) in the year was a profit of
GBP1.1m (2021: profit of GBP84.6m, before exceptional income of
GBP0.1m) and statutory profit before tax was GBP1.1m (2021: profit
before tax of GBP84.7m). During the prior year, the exceptional
income of GBP0.1m comprised of a refund of VAT in relation to
historical transaction costs relating to the 2019 GWSA
disposal.
Net debt
As at the reporting date, the Company has cash and cash
equivalents of GBP79.1m (2021: GBP131.9m). Related party
transactions amounted to GBP0.161m (2021: GBPNil). See note 13.
Exceptional items
During the year there are no exceptional items to report.
Tax
For the years ended 30 November 2022 and 2021, the Company
incurred tax losses. The deferred tax asset of GBP0.6m (2021:
GBP0.3m) was not recognised as the Directors do not consider that
there is sufficient certainty over its recovery. The unrecognised
asset can be carried forward indefinitely.
Dividends
The Company did not pay an interim dividend (2021: GBPNil) and
no final dividend is being recommended (2021: GBPNil).
Earnings per share
Underlying basic and diluted earnings per share are both 0.2p
(2021: underlying basic and diluted loss per share were both
12.1p). Statutory basic and diluted earnings per share are both
0.2p (2021: statutory basic and diluted loss per share were both
12.1p). See note 3 and 9.
Investment Policy and Strategy
The investment objective of the Company is to provide
shareholders with attractive total return achieved through capital
appreciation and, when prudent, shareholder distributions or
dividends. The Directors believe that opportunities exist to create
significant value for shareholders through the acquisition of, and
the implementation of substantial operational improvements in,
businesses in the sectors outlined in the Company's Investing
Policy.
The investing policy can be found on the website www.ldgplc .com
.
DBAY is tasked with full authority to manage the Company's
assets to deliver the investment strategy set out below in
accordance with its investing policy, reporting to the Board on a
regular basis.
The Investing Policy, approved by shareholders on 31 January
2022, states that the Company will seek to achieve its investment
objectives by making investments within the following
parameters:
-- Characteristics : investment primarily in undervalued
companies, with a focus on companies that generate or have the
potential to generate significant cash flows, where there is a high
degree of revenue visibility and a strong and distinctive market
position;
-- Investment Type : investment in equity and equity related
products, in both quoted and unquoted companies, and in the DBAY
Investment Funds;
-- Sectors : a broader range of sectors, such as business
services including, amongst others, logistics, distribution,
technology services, security and manufacturing, or in funds
managed by DBAY which invest in the aforementioned sectors;
-- Geography : there is no geographical restriction but expected
to be primarily within the United Kingdom or the European
Union;
-- Ownership : will range from a minority position to 100%, non-operating ownership; and
-- Restrictions : a maximum of 50% of the Company's Net Asset
Value ("NAV") at the time the relevant investment is made, using
the latest available management accounts of the Company, can be
invested in DBAY Investment Funds. Investments made outside of the
DBAY Investment Funds will be limited to 10% of NAV per investment
(on the same basis), unless approved by the Board.
In addition, DBAY had agreed that it will fund the Company's
reasonable corporate costs going forward.
Investment Management agreement amendments
At a general meeting held on 31 January 2022, shareholders
approved a broadening of the investing policy and so in order to
bring into effect the revised investing policy a new investment
management agreement was entered into on 14 January 2022. The
changes were:
-- DBAY will not receive management or performance fees from LDG
in respect of funds committed to the DBAY Investment Funds by the
Company. Fees will only be charged by the fund, to ensure there
will be no double charging;
-- DBAY have made a commitment to ensure that any DBAY
Investment Funds in which the Company invests will retain
investment policies that are substantially the same as the new
investing policy of the Company;
-- DBAY has made a commitment that it will provide the Company
with an amount which is equal to the Company's reasonable corporate
expenses in the given year, provided that such amount shall not
exceed the lower of: (i) GBP800,000; or (ii) the management fees in
respect of investments made and/or amounts committed by the Company
which are received by DBAY in the relevant year;
-- DBAY will ensure that there is at all times a contingency
amount of at least GBP2.0m on the Company's balance sheet to cover
any exceptional expenses that may arise in the future; and
-- the new investment management agreement was further amended
by way of an addendum dated 30 March 2023, to state that, with
effect from the beginning of the current financial year, the
maximum amount payable would not exceed the lower of (i)
GBP800,000; and (ii) amounts paid to DBAY in respect of investments
in DBAY Funds specifically, and not all management fees received by
DBAY.
Annual general meeting
The Company intends to hold its Annual General Meeting on 3 May
2023 in London. Further details will be set out in the Notice of
Meeting to be sent to shareholders in due course and published on
our website www.ldgplc.com.
(1) Underlying EBIT is an alternative performance measure (see
Note 3) and is defined as profit/loss before interest and tax
adding back exceptional items.
Company Statement of Comprehensive Income
for the year ended 30 November 2022
Year ended Year ended
30 November 30 November
2022 2021
Note GBP'000 GBP'000
--------------------------------------------- ----- ------------- -------------
Gain on investments measured at fair
value through profit or loss - net 10 1,993 85,665
Other income 173 -
Net finance income 2,166 85,665
Administrative expenses: before exceptional
items (1,017) (1,100)
Administrative expenses: exceptional
items 5 - 90
--------------------------------------------- ----- ------------- -------------
Total administrative expenses (1,017) (1,010)
Profit before tax 1,149 84,655
--------------------------------------------- ----- ------------- -------------
Income tax charge 7 - -
Profit and total comprehensive income
for the year 1,149 84,655
----- ------------- -------------
Earnings per share
Basic 9 0.2p 12.1p
Diluted 9 0.2p 12.1p
--------------------------------------------- ----- ------------- -------------
The accompanying notes form part of the financial
statements.
Company Statement of Financial Position
as at 30 November 2022
30 November 30 November
2022 2021
Note GBP'000 GBP'000
------------------------------------------ ----- ------------ ------------
Assets
Non-current assets
Investments at fair value through profit
or loss 10 34,338 2,218
34,338 2,218
------------------------------------------ ----- ------------ ------------
Current assets
Other receivables 11 179 114
Cash and cash equivalents 11 79,064 131,902
Amounts owed from related undertakings 173 -
------------------------------------------ ----- ------------ ------------
79,416 132,016
------------------------------------------ ----- ------------ ------------
Total assets 113,754 134,234
------------------------------------------ ----- ------------ ------------
Current liabilities
Amounts owed to group undertakings 11 (652) -
Other payables 11 (404) (290)
------------------------------------------ ----- ------------ ------------
(1,056) (290)
------------------------------------------ ----- ------------ ------------
Total liabilities (1,056) (290)
------------------------------------------ ----- ------------ ------------
Net assets 112,698 133,944
------------------------------------------ ----- ------------ ------------
Equity
Called up share capital 12 5,618 7,022
Share premium account 12 - 157,476
Own treasury shares 12 (11) (857)
Retained earnings 12 107,091 (29,697)
------------------------------------------ ----- ------------ ------------
Total shareholders' funds 112,698 133,944
------------------------------------------ ----- ------------ ------------
The accompanying notes form part of the financial
statements.
The Company Financial Statements on pages 23 to 35 were approved
by the Board of Directors on 30 March 2023 and were signed on its
behalf by:
Adrian Collins
Director
30 March 2023
Company number 08922456
Company Statement of Changes in Equity
for the year ended 30 November 2022
Share Share Own treasury Retained
capital premium shares earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- --------- ---------- ------------- ---------- ----------
Balance at 1 December
2020 3,793 146,002 (2,611) (114,075) 33,109
------------------------- --------- ---------- ------------- ---------- ----------
Profit for the year - - - 84,655 84,655
Issue of share capital 3,229 12,951 - - 16,180
Transfers - fund raise
costs 2020 - (1,477) - 1,477 -
Transfers - - 1,754 (1,754) -
Balance at 30 November
2021 7,022 157,476 (857) (29,697) 133,944
------------------------- --------- ---------- ------------- ---------- ----------
Profit for the year - - - 1,149 1,149
Share premium reduction - (157,476) - - (157,476)
Transfer to retained
earnings - - - 157,476 157,476
Share repurchase (note
12) (1,404) - - (21,046) (22,450)
Disposal of own shares
(note 12) - - 846 (791) 55
Balance at 30 November
2022 5,618 - (11) 107,091 112,698
------------------------- --------- ---------- ------------- ---------- ----------
The accompanying notes form part of the financial statements
Company Cash Flow Statement
for the year ended 30 November 2022
Year ended Year ended
30 November 30 November
2022 2021
Note GBP'000 GBP'000
---------------------------------------- ----- ------------- -------------
Cash flows from operating activities
Profit for the year 1,149 84,655
Adjustments for:
Gain on investments measured at
fair value through profit or loss
- net 10 (1,993) (85,665)
Changes in:
Increase in other receivables 11 (65) (86)
Increase/(decrease) in other payables 11 114 (1,652)
Net outflow from operating activities (795) (2,748)
---------------------------------------- ----- ------------- -------------
Cash flows from investing activities
Dividends received 10 2,873 125,295
Purchase of investment 10 (33,000) (6,000)
Amounts owed from related undertakings 11 (173) -
Amounts owed to subsidiary 11 652 -
---------------------------------------- ----- ------------- -------------
Net cash (outflow)/inflow from
investing activities (29,648) 119,295
---------------------------------------- ----- ------------- -------------
Cash flows from financing activities
Issuing share capital and share
premium - 16,180
Share issue costs paid - (1,477)
Share repurchase 12 (22,450) -
Disposal of own shares 12 55 -
Net cash (outflow)/inflow from
financing activities (22,395) 14,703
---------------------------------------- ----- ------------- -------------
Net (decrease)/increase in cash
and cash equivalents (52,838) 131,250
Cash and cash equivalents at the
start of the financial year 131,902 652
Cash and cash equivalents at the
end of the financial year 79,064 131,902
---------------------------------------- ----- ------------- -------------
The accompanying notes form part of the financial statements
Notes to the Company Financial Statements
for the year ended 30 November 2022
1. Basis of accounting
Logistics Development Group plc (the "Company") is a public
company limited by shares and incorporated and domiciled in
England, United Kingdom. Its registered address is 4th Floor, 3
More London Riverside, London, SE1 2AQ.
Basis of preparation
The Financial Statements were prepared in accordance with
International Accounting Standards in conformity with the
requirements of the Companies Act 2006 ("IFRS").
The Financial Statements are presented in pounds sterling,
rounded to the nearest thousand, unless otherwise stated.
As at 30 November 2022, the Company has one subsidiary. As the
Company is defined under IFRS10 Investment Entity, consolidation
exemption allows the measuring of controlling interests in another
entity at fair value through profit and loss.
The Financial Statements present Company only information for
the current and comparative periods.
The Financial Statements were prepared under the historical cost
convention, except for financial assets recognised at fair value
through profit or loss, which have been measured at fair value. The
Company is not registered for VAT and therefore all expenses are
recorded inclusive of VAT.
Significant holdings in undertakings other than subsidiary
undertakings
As at 30 November 2022 the Company had a significant holding in
Fixtaia Limited ("Fixtaia"), incorporated in Jersey. Fixtaia has
331 ordinary shares in issue, which the Company holds entirely. Its
registered address is 2nd Floor, Gaspé House, 66-72 Esplanade, St
Helier, JE1 1GH, Jersey.
Going concern
The Directors have a reasonable expectation that the Company has
sufficient resources to continue in operation for the foreseeable
future, a period of at least 12 months from the date of this
report. The Directors have prepared a cash flow forecast for a
period of 15 months to March 2024 which indicates that available
funds significantly exceed anticipated expenditure. Consequently,
the Directors of the Company continue to adopt the going concern
basis of accounting in preparing the annual financial
statements.
2. Significant accounting policies
(a) Fair value measurement - the fair value measurement of the
Company's investments utilises market observable inputs and data as
far as possible. Inputs used in determining fair value measurements
are categorised into different levels based on how observable the
inputs used in the valuation technique utilised are (the "fair
value hierarchy"):
- Level 1: Quoted prices in active markets for identical items
(unadjusted);
- Level 2: Observable direct or indirect inputs other than Level
1 inputs; and
- Level 3: Unobservable inputs (i.e. not derived from market
data and may include using multiples of trading results or
information from recent transactions).
The classification of an item into the above levels is based on
the lowest level of the inputs used that has a significant effect
on the fair value measurement of the item. Transfers of items
between levels are recognised in the period they occur.
(b) Financial instruments
- Financial assets - other receivables and amounts owed to
related undertakings. Such assets are recognised initially at fair
value plus any directly attributable transaction costs. Subsequent
to initial recognition, such assets are measured at amortised cost
using the effective interest method, less any impairment
losses.
- Cash and cash equivalents - in the Statement of Financial
Position, cash includes cash and cash equivalents excluding bank
overdrafts. No expected credit loss provision is held against cash
and cash equivalents as the expected credit loss is negligible.
- Financial liabilities - other payables and amounts owed to
related undertakings. Such liabilities are initially recognised on
the date that the Company becomes party to contractual provisions
of the instrument. The Company derecognises a financial liability
when its contractual obligations are discharged, cancelled or
expire. Such financial liabilities are recognised initially at fair
value less any directly attributable transaction costs. Subsequent
to initial recognition, these financial liabilities are measured at
amortised cost using the effective interest method.
- Share capital - Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of ordinary
shares are recognised as a deduction from equity, net of any tax
effects.
(c) Exceptional items - items that are material in size or
nature and non-recurring are presented as exceptional items in the
Statement of Comprehensive Income. The Directors are of the opinion
that the separate recording of exceptional items provides helpful
information about the Company's underlying business performance.
Events which may give rise to the classification of items as
exceptional include restructuring of business units and the
associated legal and employee costs, costs associated with business
acquisitions, impairments and other significant gains or
losses.
(d) Alternative performance measures (APMs) - APMs, such as
underlying results, are used in the day-to-day management of the
Company, and represent statutory measures adjusted for items which,
in the Directors' view, could influence the understanding of
comparability and performance of the Company year on year. These
items include non-recurring exceptional items and other material
unusual items.
(e) Tax - tax expense comprises current and deferred tax.
Current tax and deferred tax are recognised in profit or loss
except to the extent that it relates to items recognised directly
in equity or in other comprehensive income. Deferred tax assets are
recognised only to the extent that it is probable that future
taxable profit will be available against which the temporary
differences can be utilised.
(f) Operating segments - the Company has a single operating
segment on a continuing basis, namely investment in a portfolio of
assets.
(g) Fund raise costs - transaction costs incurred in
anticipation of an issuance of equity instruments are recorded as a
deduction from the retained earnings reserve in accordance with IAS
32 and the Companies Act 2006.
(h) Own shares reserve (Own Shares) - transfer of shares from
the trust to employees is treated as a realised loss and recognised
as a deduction from the retained earnings reserve.
(i) Employee Benefit Trust - The cost of the Company's shares
held by the Employee Benefit Trust (EBT) is deducted from equity in
the Company balance sheet under the heading own treasury shares.
Any cash received by the EBT on disposal of the shares it holds is
also recognised directly in equity. Other assets and liabilities of
the EBT (including borrowings) are recognised as assets and
liabilities of the Company.
New and amended IFRS Accounting Standards that are effective for
the current year
In the current year, the Group has applied a number of
amendments to IFRS Accounting Standards issued by the International
Accounting Standards Board (IASB) that are mandatorily effective
for an accounting period that begins on or after 1 January 2022.
Their adoption has not had any material impact on the disclosures
or on the amounts reported in these financial statements.
- Annual Improvements to IFRS Standards 2018-2020 (Amendments to
IFRS 1, IFRS 9, IFRS 16 and IAS 41) (effective for periods
commencing on or after 1 January 2022); and
- References to Conceptual Framework (Amendments to IFRS 3)
(effective for periods commencing on or after 1 January 2022).
New and revised IFRS accounting standards in issue but not yet
effective
Certain standards, amendments to, and interpretations of,
published standards have been published that are mandatory for the
Group's accounting years beginning on or after 1 January 2023 or
later years and which the Group has decided not to adopt early:
-- IAS 1: Classifications of Liabilities as Current or
Non-Current (effective for periods commencing on or after 1 January
2023);
-- IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting
Policies (effective for periods commencing on or after 1 January
2023);
-- IAS 8: Definition of Accounting Estimates (effective for
periods commencing on or after 1 January 2023); and
-- IAS 12: Deferred Tax related to Assets and Liabilities
arising from a Single Transaction (effective for periods commencing
on or after 1 January 2023).
None of the above listed changes are anticipated to have a
material impact on the Group's financial statements.
Critical judgements in applying the Company's accounting
policies
In applying the Company's accounting policies, the Directors
have made the following judgements that have the most significant
effect on the amounts recognised in the financial statements (apart
from those involving estimations, which are dealt with below) and
have been identified as being particularly complex or involve
subjective assessments.
(i) Measurement of the investments -during the year, the company
elected to measure its investment in Fixtaia at fair value through
profit and loss.
The strategy of the Company as an Investing Company is to
generate value through holding investments for the short to medium
term. Therefore, the Directors believe that the fair value method
of accounting for the investment is in line with the strategy of
the Company.
Had the elections not been made, the investments in Fixtaia
would have been accounted for as a subsidiary undertaking in
consolidated financial statements.
(ii) Fair value of the investments - the Directors have recorded
the current year investment in Fixtaia at fair value. The fair
value at the end of the period has been calculated on the basis of
the net assets of Fixtaia. The net assets of Fixtaia mainly consist
of an investment in a listed entity, together with cash/cash
equivalents. This listed investment is carried at the quoted price
as at 30 November 2022.
The Directors believe that this valuation approach represents
the price the Company would expect to receive in an orderly
transaction between market participants.
Key sources of estimation in applying the Company's accounting
policies
The Directors believe that there are no key assumptions
concerning the future, and other key sources of estimation
uncertainty at the balance sheet date that have a significant risk
of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year.
3. Alternative performance measures reconciliations
Alternative performance measures ("APMs"), such as underlying
results, are used in the day-to-day management of the Company, and
represent statutory measures adjusted for items which, in the
Directors' view, could influence the understanding of comparability
and performance of the Company year on year. The reconciliation of
APMs to the reported results is detailed below:
2022 2021
GBP'000 GBP'000
-------------------------------------------- --------------- ---------------
Profit before tax 1,149 84,655
Exceptional income - (90)
Underlying EBIT 1,149 84,565
--------------------------------------------- --------------- ---------------
2022 2021
(in thousands) (in thousands)
-------------------------------------------- --------------- ---------------
Weighted average number of Ordinary Shares
- Basic 606,921 702,206
--------------------------------------------- --------------- ---------------
Weighted average number of Ordinary Shares
- Diluted 606,921 702,206
--------------------------------------------- --------------- ---------------
Underlying Basic earnings per share for
total operations 0.2p 12.0p
--------------------------------------------- --------------- ---------------
Underlying Diluted earnings per share for
total operations 0.2p 12.0p
--------------------------------------------- --------------- ---------------
4. Employees and Directors
Staff costs and the average number of persons (including
Directors) employed by the Company during the year are detailed
below:
2022 2021
GBP'000 GBP'000
------------------------------------- -------- --------
Staff and Director costs for the
Company during the year
Wages and salaries 276 250
Social security costs 22 19
298 269
-------------------------------------- -------- --------
Average monthly number of employees
and Directors
Employees and Directors 4 4
---------------------------------------- -------- --------
A summary of Directors' remuneration (key management personnel)
is detailed below:
2022 2021
GBP'000 GBP'000
---------------------------------------- -------- --------
Emoluments, bonus and benefits in kind 276 194
Total Directors' remuneration 276 194
----------------------------------------- -------- --------
Remuneration of the highest paid Director is detailed below:
2022 2021
GBP'000 GBP'000
---------------------------------------- -------- --------
Emoluments, bonus and benefits in kind 96 93
----------------------------------------- -------- --------
5. Exceptional items
There were no exceptional items incurred during the reporting
period. During the prior year, the Company recognised exceptional
income in relation to a VAT refund of GBP90k associated with the
disposal of GWSA.
6. Audit fees
During the year, the Company obtained the following services
from the Company's auditors, the costs of which (inclusive of VAT
as the Company is not registered for VAT) are detailed below:
2022 2021
GBP'000 GBP'000
---------------------------------------------------- -------- --------
Fees payable for the audit of the Company's annual
financial statements 66 119
Audit-related assurance services - -
Total fees payable to Company's
auditors 66 119
------------------------------------------------------ -------- --------
7. Income tax charge
The Company did not recognise current and deferred income tax
charge or credit (2021: GBPNil). In 2022, the deferred tax asset of
GBP578k (2021: GBP412k) was not recognised as the Directors do not
consider that there is sufficient certainty over its recovery. The
underlying tax losses can be carried forward indefinitely.
The income tax charge for the year included in the statement of
comprehensive income can be reconciled to loss before tax
multiplied by the standard rate of tax as follows:
2022 2021
GBP'000 GBP'000
-------------------------------------------------- -------- ---------
Profit before tax 1,149 84,655
--------------------------------------------------- -------- ---------
Expected tax charge/(credit) based on
a corporation tax rate of 19% (2021: 19%) 218 16,084
--------------------------------------------------- -------- ---------
Effect of expenses not deductible in determining
taxable profit 52 98
--------------------------------------------------- -------- ---------
Effect of income not taxable in determining
taxable profit (378) (16,276)
--------------------------------------------------- -------- ---------
Unused tax losses for which no deferred
tax asset has been recognised 108 94
--------------------------------------------------- -------- ---------
Income tax charge - -
---------------------------------------------------- -------- ---------
The current effective UK corporation tax rate for the financial
year is 19%. The UK corporation tax rate will now remain at 19%
until 31 March 2023. From 1 April 2023, the main rate for
corporation tax will increase to 25%, for companies with profits
over GBP250k, and a small profits rate will be introduced for
companies with profits under GBP50k.
8. Dividends
At the date of approving these Financial Statements, no final
dividend has been approved or recommended by the Directors (2021:
GBPNil).
9. Earnings per share
Basic earnings per share amounts are calculated by dividing
profit for the period attributable to ordinary equity holders of
the Company by the weighted average number of ordinary shares
outstanding during the 12 months to the period end.
Diluted earnings per share amounts are calculated by dividing
the profit attributable to ordinary equity holders of the Company
by the weighted average number of ordinary shares outstanding
during the year plus the weighted average number of ordinary shares
that would be issued on conversion of all the potentially dilutive
instruments into ordinary shares. The Company has no dilutive
instruments to be included in the calculation.
2022 2021
GBP'000 GBP'000
------------------------------------------------- --------------- ---------------
Profit attributed to equity shareholders 1,149 84,655
-------------------------------------------------- --------------- ---------------
2022 2021
(in thousands) (in thousands)
------------------------------------------------- --------------- ---------------
Weighted average number of Ordinary Shares
- Basic 606,921 702,206
-------------------------------------------------- --------------- ---------------
Weighted average number of Ordinary Shares
- Diluted 606,921 702,206
-------------------------------------------------- --------------- ---------------
Basic earnings per share for total operations 0.2p 12.1p
Diluted earnings per share for total operations 0.2p 12.1p
-------------------------------------------------- --------------- ---------------
10. Investments at fair value through profit or loss
Alpha Persei Marcelos Fixtaia
Limited Limited Limited Total investments
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------------- ---------- --------- ------------------
1 December 2020 - 35,848 - 35,848
--------------------------- ------------- ---------- --------- ------------------
Additions during the year 6,000 - - 6,000
Change in fair value 287 85,378 - 85,665
Dividends (6,287) (119,008) - (125,295)
--------------------------- ------------- ---------- --------- ------------------
30 November 2021 - 2,218 - 2,218
--------------------------- ------------- ---------- --------- ------------------
Additions during the year - - 33,000 33,000
Change in fair value - 655 1,338 1,993
Dividends - (2,873) - (2,873)
--------------------------- ------------- ---------- --------- ------------------
30 November 2022 - - 34,338 34,338
--------------------------- ------------- ---------- --------- ------------------
During the prior year, the Company announced the disposal of its
interest in GWSA Group, held through its investments in Marcelos
and Marcelos' wholly owned subsidiary Alpha Cassiopeiae Limited. In
the prior year, the disposal resulted in the Company receiving a
dividend of GBP6.3m from Alpha Persei Limited and a dividend of
GBP119.0m from Marcelos. These dividends were considered to be a
return of capital and were offset against the carrying value of the
investment. As at 30 November 2021, the Company's investment in
Marcelos was revalued to GBP2.2m as a result of a dividend proposed
to be paid to the Company from Marcelos during 2022.
During the current year, the dividend of GBP2.2m was received
from Marcelos, as well as a further dividend of GBP655k. Upon the
advice that the further dividend of GBP655k was to be received, the
investment in Marcelos was revalued to GBP655k, resulting in a
revaluation gain. These dividend payments totalling of GBP2.9m were
considered to be a return of capital and have been offset against
the carrying value of the investment, resulting in an investment of
GBPnil as at 30 November 2022.
On 7 March 2022, the Company acquired 100% of the share capital,
consisting of 1 share of GBP1.00, of Fixtaia Limited ("Fixtaia"), a
company incorporated in Jersey, for consideration of GBP1.00. On 21
March 2022, the Company purchased 300 additional shares in Fixtaia
for cash consideration of GBP30.0m to enable Fixtaia to buy shares
in CareTech Holdings for a total consideration of GBP13.1m. On 28
September 2022, the shares in CareTech Holdings were disposed of,
resulting in a realised profit of GBP1.7m.
On 18 August 2022, through Fixtaia, the Company began to acquire
shares in Finsbury Food. As at 30 November 2022 11,457,000 shares
in Finsbury Food were held, for a total consideration of
GBP9.1m.
On 28 November 2022, the Company invested a further GBP3.0m in
Fixtaia for the allotment of 30 additional shares which were
subsequently allotted on 7 December 2022.
As at 30 November 2022, the investment in Fixtaia was revalued
to GBP34.3m as per the net asset value of Fixtaia, resulting in a
net revaluation gain of GBP1.3m.
11. Financial assets and liabilities
2022 2021
GBP'000 GBP'000
-------------------------------------- -------- --------
Financial assets at fair value
through the profit or loss
Investments (see note 10) 34,338 2,218
Financial assets at amortised
cost
Amounts owed by related undertakings
(see note 13) 173 -
Other receivables 179 114
---------------------------------------- -------- --------
Total financial assets 34,690 2,332
---------------------------------------- -------- --------
Financial liabilities at amortised
cost
Amounts owed to related undertakings
(see note 13) (652) -
Other payables (404) (290)
---------------------------------------- -------- --------
Total financial liabilities (1,056) (290)
---------------------------------------- -------- --------
Cash and cash equivalents 79,064 131,902
Net funds 79,064 131,902
---------------------------------------- -------- --------
All financial assets and liabilities can be liquidated within
one year. The fair value of those assets and liabilities
approximates their book value.
Other receivables represent receivables and prepayments. Other
payables include accruals of GBP295k (2021: GBP216k).
The Company's overall risk management programme focuses on
reducing financial risk as far as possible and therefore seeks to
minimise potential adverse effects on the Company's financial
performance. The policies and strategies for managing specific
financial risks are summarised as follows:
Liquidity risk
The Company finances its operations by equity. The Company
undertakes short-term cash forecasting to monitor its expected cash
flows against its cash availability. The Company also undertakes
longer-term cash forecasting to monitor its expected funding
requirements in order to meet its current business plan.
Credit risk
The Company's principal exposure to credit risk is in the
amounts owed by related undertakings. There are no related
undertakings in the current year.
Capital management
Capital comprises share capital of GBP5.6m (2021: GBP7.0m) and
share premium of GBPNil (2021: GBP157.5m).
12. Capital and reserves
Called Share
No of up share premium
shares capital account
'000 GBP'000 GBP'000
------------------------------------- -------- ---------- ---------
Ordinary shares of 1p each in issue
at 30 November 2021 702,206 7,022 157,477
------------------------------------- -------- ---------- ---------
Ordinary shares of 1p each in issue
at 30 November 2022 561,765 5,618 -
------------------------------------- -------- ---------- ---------
All of the ordinary shares in issue referred to in the table
above were authorised and are fully paid.
During February 2022, there was a reduction in share premium of
GBP157.5m, and this was transferred to retained earnings, resulting
in share premium of GBPNil as at the end of 2022.
Share repurchase
During March and April 2022, the Company repurchased a total of
140,441,180 of its shares from shareholders and these were
subsequently cancelled, resulting in share capital of GBP5.6m from
30 April 2022 onwards. The shares were purchased for a premium, and
transaction costs were incurred, resulting in a reduction of
retained earnings of GBP21.0m.
Own treasury shares
Included in the total number of ordinary shares outstanding
above are 6,708 (2021: 535,440) ordinary shares held by the
Company's employee benefit trust. The ordinary shares held by the
trustee of the Company's employee benefit trust pursuant to the SIP
are treated as Own shares in the Company's Balance Sheet in
accordance with IAS 32.
In June 2021, the Company disposed of 528,732 Own Shares,
however this was not reflected in the accounts at the time. As this
error of omission is deemed to be immaterial, a prior period
adjustment has not been made and the disposal has been recognised
as at the current year end, resulting in a reduction of Own Shares
of GBP846k. The shares were sold for a lower price than their cost,
and as such the disparity between the cost and the sales price has
been recognised in retained earnings of GBP791k. The balance of Own
Shares as at 30 November 2022 is 6,708 shares held at a cost of
GBP1.60 per share.
13. Related party transactions
Amounts Amounts
Transactions owed by owed to
with related related related
parties parties parties
2022 2022 2022
----------------------- -------------- --------- ---------
GBP'000 GBP'000 GBP'000
----------------------- -------------- --------- ---------
Related party
DBAY Advisors Limited 161 173 -
----------------------- -------------- --------- ---------
Transactions Amounts Amounts
with group owed by owed to
undertakings group undertakings group undertakings
2022 2022 2022
------------------- -------------- -------------------- --------------------
GBP'000 GBP'000 GBP'000
------------------- -------------- -------------------- --------------------
Group undertaking
Fixtaia Limited - - (652)
------------------- -------------- -------------------- --------------------
During the year, the Company generated income from related party
DBAY Advisors Limited in the form of a monitoring fee of GBP173k.
This amount was outstanding as at 30 November 2022. Also during the
year, the Company reimbursed DBAY Advisors Limited GBP12k for
expenses it paid on the behalf of the Company.
The amount due to Fixtaia as at 30 November 2022 of GBP652k
represents the outstanding consideration payable for the Company's
investment in Fixtaia.
During the year, Fixtaia incurred performance fee of GBP352k
from DBAY Advisors Limited, of which GBP195k are outstanding at the
year end.
During the prior year, the Company settled the amount due to
related party GWSA as at the prior year end, for the value GBP1.2m.
The Company did not enter into any other related party
transactions.
14. Capital commitments
At 30 November 2022, the Company had no commitments (2021:
GBPNil).
15. Contingent liabilities
At 30 November 2022, the Company had no contingent liabilities
(2021: GBPNil).
16. Subsequent events
On 1 December 2022, an investment of EUR18.5m (c.GBP15.9m) was
made into Synsion TopCo, which is the private holding company of a
group of companies formed by DBAY specifically to invest in SQLI
S.A. (ENXTPA:SQI) ("SQLI"). This investment was made by the Company
via its subsidiary Fixtaia. The investment into Synsion TopCo was
initially made by way of an EUR18.5m loan which has been converted
into an approximate 11.1% equity interest in Synsion TopCo (the
"Company's Interest"). Subsequent to the aforementioned purchase of
SQLI shares, the Synsion Group has drawn on available debt funding,
as a result of which the implied equity value of the Company's
Interest was re valued at c.EUR14.4m. Consequently, under the terms
of an agreement between Fixtaia and Synsion TopCo, Synsion TopCo
has capitalised the loan in return for the issue of the Company's
Interest and made payment in cash of c.EUR4.1m to Fixtaia.
On 1 December 2022, the Company, via its subsidiary Fixtaia,
began acquiring shares in Alliance Pharma Plc ("Alliance").
Alliance is an international healthcare group founded in 1996 and
headquartered in the United Kingdom. Alliance acquires, markets and
distributes consumer healthcare and prescription medicine products.
To date, via the investment in Fixtaia, the Company indirectly
holds 33,763,047 shares, which is 6.25% of Alliance, for a
consideration of GBP19.1m.
At a general meeting held on 6 March 2023, the Company's
shareholders approved the commencement of a share buyback and
capital reduction:
1) It is the intention to acquire Ordinary Shares in the market
(the "Further Buyback"), representing approximately 20% of the
Company's issued share capital, which the Board believes may serve
to reduce the observed discount to NAV per Ordinary Share. The
Board, however, expects to limit the total consideration for the
Further Buyback to an aggregate of GBP15.0m. Through the Further
Buyback, the Company intends to implement a discount management
policy, targeting a share price discount to NAV per share of no
more than 15% in normal market conditions. The discount to NAV per
share will be calculated on the basis of the NAV per Ordinary Share
figure last notified by the Company via RIS.
2) The 140,411,180 ordinary shares of GBP0.01 each which were
subject to the buyback effected by the Company between 25 February
2022 and 6 April 2022 (the "Capital Reduction"), which was approved
by shareholders on 6 March 2023, was sanctioned by the High Court
of England and Wales ("High Court") on 28 March 2023. The order of
the High Court confirming the Capital Reduction, and the statement
of capital approved by the High Court in connection therewith, was
delivered to the Registrar of Companies on 28 March 2023. The
Capital Reduction will then become effective upon the registration
of the Court order by the Registrar of Companies.
Following the Capital Reduction, the issued share capital of the
Company consists of 561,764,720 ordinary shares of GBP0.01
each.
GLOSSARY
Term Definition
Accounts The financial statements of the Company
Admission The admission of the issued ordinary
shares in the Company admitted to trading
on AIM that became effective on 31 December
2020
AGM Annual general meeting of the Company
AIM Alternative Investment Market of the
London Stock Exchange
AIM Rules T he AIM Rules for Companies published
by the London Stock Exchange from time
to time (including, without limitation,
any guidance notes or statements of practice)
which govern the rules and responsibilities
of companies whose shares are admitted
to trading on AIM
AIM Investing Company An Investing Company as defined by the
AIM rules
APMs Alternative Performance Measures
Board The B oard of Directors of the Company
Company Logistics Development Group plc, a public
limited company incorporated in England
and Wales with registered number 08922456
DBAY DBAY Advisors Limited and/or any fund(s)
or entity(ies) managed or controlled
by DBAY Advisors Limited as appropriate
in the relevant context
Directors The Directors of the Company as at the
date of this document, as identified
on page 8
EPS Earnings per share
Fixtaia Fixtaia Limited, a company incorporated
in Jersey (company no. 140806), whose
registered office is at 2nd Floor, Gaspé
House, 66-72 Esplanade, St. Helier, JE1
1GH, Jersey
FY21 Financial Year ended 30 November 2021
FY22 Financial Year ended 30 November 2022
GWSA
GWSA Group
HY21 Six month period ended 31 May 2021
HY22 Six month period ended 31 May 2022
IAS International Accounting Standards
IFRS International Financial Reporting Standards
Investment Management Agreement An investment management agreement entered
into between the Company and DBAY, pursuant
to which DBAY has been appointed as the
Company's investment manager
Investing Policy The Company's investing policy more particularly
set out on pages 4 and 5
Marcelos Marcelos Limited, a company incorporated
on the Isle of Man (company no. 016829v),
whose registered office is at First Names
House, Victoria Road, Douglas, Isle of
Man, IM2 4DF
Ordinary Shares/Shares Ordinary shares of GBP0.01 each in the
capital of the Company
RFC QCA
QCA Governance Code QCA Corporate Governance Code for Small
and Mid-Size Quoted Companies published
by the QCA
SIP Share Incentive Plan
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END
FR NKKBQOBKDBNN
(END) Dow Jones Newswires
March 31, 2023 02:00 ET (06:00 GMT)
Eddie Stobart Logistics (LSE:ESL)
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Eddie Stobart Logistics (LSE:ESL)
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