REG - Logistics Dev Grp - Circular Publication and GM Notice
16/02/2023 07:00
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RNS Number : 0750Q Logistics Development Group PLC 16 February 2023
16 February 2023
Logistics Development Group plc
("LDG" or the "Company")
Publication of Circular and Notice of General Meeting
LDG is pleased to announce that today it will be publishing a circular (the
"Circular") containing details of a proposed on-market purchase of the
Company's ordinary shares of £0.01 each in the capital of the Company
("Ordinary Shares"), the related proposed approval of a waiver under Rule 9 of
the City Code on Takeovers and Mergers and a proposed capital reduction
(together the "Proposals"), and a notice of a general meeting of the Company
(the "General Meeting"). The General Meeting will be held at 10:00 a.m. on 6
March 2023 at the offices of DBAY UK Ltd at 5th Floor, 1 Albemarle Street,
London W1S 4HA.
On 14 January 2022, the Company announced the publication of a circular
containing details of a proposed reduction of capital, change of investing
policy and share buyback (the "Prior Buyback"). Following completion of the
Prior Buyback, the Company has made a number of new investments, however, the
Company's Ordinary Shares have returned to a level which represents a
significant discount to the amount of available cash per Ordinary Share. The
Company is, therefore, seeking shareholder approval to acquire up to a further
20 per cent. of the voting share capital (the "Share Buyback") to reduce the
discount to net asset value per Ordinary Share and provide an exit opportunity
for shareholders.
The Share Buyback is to be financed from the Company's existing cash resources
and using distributable reserves attained by the reduction of capital that was
completed in 2022.
The expected timetable of principal events and the Chairman's statement from
the Circular are set out below. Unless otherwise indicated, all defined terms
in this announcement shall have the same meaning as described in the Circular.
For enquiries:
Logistics Development Group plc Via FTI Consulting
FTI Consulting +44 (0) 20 3727 1340
Nick Hasell
Alex Le May
Cally Billimore
Strand Hanson Limited +44 (0) 20 7409 3494
(Financial and Nominated Adviser)
James Spinney
James Dance
Abigail Wennington
Investec Bank plc +44 (0) 20 7597 5970
(Broker)
Gary Clarence
Harry Hargreaves
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times set out below are based on the Company's current
expectations and may be subject to change. Any change will be notified via a
Regulatory Information Service. References to times are to London times,
unless otherwise stated.
Publication of the Circular 16 February 2023
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 2 March 2023
General Meeting 10.00 a.m. on 6 March 2023
Completion of the Share Buyback on the conclusion of the annual general meeting of the Company in 2024
LETTER FROM THE CHAIRMAN OF LOGISTICS DEVELOPMENT GROUP PLC
(Registered in England and Wales with registered number 08922456)
16 February 2023
Dear Shareholder
Proposed General Authority for On-Market Share Purchases
Approval of Waiver of Rule 9 of the City Code on Takeovers and Mergers
Proposed Reduction of Capital
and
Notice of General Meeting
1. Introduction
On 1 December 2022, the Company announced, inter alia, its intention to
initiate a further share buyback, subject to Shareholder approval.
On 14 January 2022, the Company announced the publication of a circular
containing details of a proposed reduction of capital, change of Investing
Policy and share buyback (the "Prior Buyback"), which was later approved by
the Shareholders at a general meeting on 31 January 2022. Pursuant to the
Prior Buyback, the Company acquired 140,441,180 Ordinary Shares in its own
capital at an average price of £0.157 per share between 25 February 2022 and
6 April 2022. Additionally, since the Prior Buyback DBAY Advisors Limited
("DBAY"), as investment manager of the Company, has procured:
● the acquisition by the Company of a total of 11,663,511 ordinary
shares in Finsbury Food Group plc (AIM: FIF) ("Finsbury Food"), representing
8.95 per cent. of its issued share capial, for aggregate consideration of
£9.0 million;
● a net investment of €14.4 million (c.£12.4 million) into Synsion
TopCo Ltd ("Synsion Topco"), which is the private holding company of a group
of companies formed by DBAY specifically to invest in SQILI S.A.
(ENXTPA:SQI);
● the disposal of 1,974,130 ordinary shares in CareTech Holdings PLC (AIM:
CTH) for aggregate consideration of £14.8 million; and
● the acquisition by the Company of a total of 18,010,710 ordinary
shares in Alliance Pharma PLC (AIM: APH) representing 3.34 per cent. of its
issued share capital for a consideration of £8.9 million.
As at the Latest Practicable Date, the Company had available cash of
approximately £77.8 million and no debt.
Following completion of the Prior Buyback, despite making a number of new
investments, trading in the Company's Ordinary Shares has returned to a level
which represents a significant discount to the Company's net asset value
("NAV") per Ordinary Share. Accordingly, the Company is seeking authority to
acquire Ordinary Shares in the market (the "Share Buyback"), which the Board
believes may serve to reduce the observed discount to NAV per Ordinary Share.
The Board believes that the Share Buyback may also provide an exit opportunity
for any Shareholders who do not wish to retain their investment in the
Company. Shareholders should note, however, that there is no guarantee that
the Share Buyback will either eliminate or reduce the observed discount to NAV
per Ordinary Share, nor that any Shareholders wishing to do so will be able to
exit their investment in the Company in full under the Share Buyback.
DBAY, which represents the Company's largest shareholder (with one of its
managed funds, DBAY Fund III, holding approximately 25.58 per cent. of the
Company's issued share capital), and certain associates presumed to be acting
in concert with DBAY (together with DBAY, the "Concert Party") together hold
in aggregate approximately 32.29 per cent. of the Company's issued share
capital. Given the Concert Party is interested in Ordinary Shares which, in
aggregate, would carry no less than 30 per cent. of the Voting Share Capital
but does not hold more than50 per cent. of the Voting Share Capital, any
increase in the Concert Party's aggregate percentage voting rights as a result
of the Share Buyback would require the Concert Party to make an offer for the
Ordinary Shares not owned by the Concert Party in accordance with Rule 9 of
the Takeover Code. Accordingly, the Company's ability to commence the Share
Buyback programme will be conditional on Independent Shareholders passing the
Waiver Resolution approving a waiver of the obligation for the Concert Party
to make a general offer pursuant to Rule 37 of the Takeover Code.
The purpose of the Circular is to provide you with information on the
background to and reasons for the proposals set out herein, to explain why the
Board considers such proposals to be in the best interests of the Company and
the Shareholders as a whole and why the Independent Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed at the
General Meeting.
2. Share Buyback
Following completion of the Prior Buyback, the Company has made a number of
new investments, however, trading in the Company's Ordinary Shares has
returned to a level which represents a significant discount to the amount of
cash per Ordinary Share, with the volume-weighted average price per Ordinary
Share being 13.51 pence between 6 April 2022 and the Latest Practicable Date
and cash of approximately £81.54 million on the balance sheet as at the
Latest Practicable Date representing approximately 14.52 pence per Ordinary
Share.
Accordingly, the Company is seeking authority to acquire up to 112,352,944
Ordinary Shares in the market, which the Board believes may serve to reduce
the observed discount to NAV per Ordinary Share. Shareholders should note,
however, that there is no guarantee that the Share Buyback will either
eliminate or reduce the observed discount to NAV per Ordinary Share.
In light of the foregoing, the Board wishes to seek Shareholder approval for
the Share Buyback, such approval being in respect of up to 20 per cent. of the
Voting Share Capital (the "Share Buyback Authority"). Accordingly,
Shareholders are being asked to approve the Share Buyback Resolution. The
Board, however, expects to limit the total consideration for the Further Share
Buyback to an aggregate of £15.0 million.
Through the Share Buyback, the Company intends to implement a discount
management policy, targeting a share price discount to NAV per share of no
more than 15 per cent. 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.
Upon completion of the Share Buyback, the Company intends to cancel the
Ordinary Shares bought back by the Company pursuant to the Share Buyback
Authority. The Company will be under no obligation to buy back the maximum
number of Ordinary Shares that the Share Buyback Authority allows and will
consider the best course of action for the Company in light of the prevailing
share price and investment opportunities at the relevant time. If, however,
the maximum number of Ordinary Shares are bought back by the Company pursuant
to the Share Buyback Authority, the issued share capital of the Company would
comprise 449,411,776 Ordinary Shares.
The Board reserves the right to decide how much of the Voting Share Capital
the Company will buy back under Share Buyback Authority, and may decide to
discontinue the Share Buyback entirely if the Board decides that it would not
be in the best interests of the Company and its Shareholders as a whole for
the Company to undertake or continue the Share Buyback, at the relevant time.
Summary information on the Share Buyback Authority
Shareholders are being asked to approve the Share Buyback Resolution to enable
the Company to make market purchases of up to 112,352,944 Ordinary Shares,
representing a maximum of up to approximately 20 per cent. of the Voting Share
Capital as at the Latest Practicable Date. The Board, however, expects to
limit the total consideration for the Further Share Buyback to an aggregate of
£15.0 million.
The Share Buyback Resolution is subject to and conditional upon the passing of
the Waiver Resolution to approve the Panel Waiver (see paragraph 3 below,
headed "The Takeover Code" for further details).The maximum price (exclusive
of expenses) to be paid in relation to any share purchase shall be five per
cent. above the average middle market quotations for an Ordinary Share (as
derived from the London Stock Exchange's Daily Official List) for the five
business days immediately preceding the date on which such Ordinary Share is
contracted to be purchased. The minimum price (exclusive of expenses) to be
paid in relation to any share purchase shall be its nominal value.
Further details regarding the Share Buyback Resolution are set out below in
the paragraph 5 below headed "General Meeting".
3. The Takeover Code
As set out in paragraph 1 above and as was the case with the Prior Buyback,
the Share Buyback gives rise to certain considerations under the Takeover
Code. The Takeover Code is issued and administered by the Takeover Panel. The
Takeover Code applies to all takeover and merger transactions, however
effected, where the offeree company is, among other things, a listed or
unlisted public company resident in the United Kingdom, the Channel Islands or
the Isle of Man (and to certain categories of private limited companies). The
Company is a public company registered in the United Kingdom an listed on AIM
and its Shareholders are therefore entitled to the protections afforded by the
Takeover Code.
(a) Information on the Concert Party
Each of the entities listed in the table below are together considered to be
acting in concert for the purposes of the Takeover Code (together the "Concert
Party"). As at the Latest Practicable Date, members of the Concert Party have
an interest in the Ordinary Shares equating to an aggregate of 32.29 per cent.
of the issued share capital of the Company.
Name of ultimate beneficial owner Number of Ordinary Shares held Percentage of the issued share capital of the Company (%)
DBAY Fund III 143,701,525 25.58
Colin Kingsnorth 11,838,807 2.11
Alex Paiusco 9,722,790 1.73
David Morrison 5,000,000 0.89
Saki Riffner 4,532,339 0.81
Mike Branigan 2,745,072 0.49
Andrew Pegge 1,838,807 0.33
Mike Haxby 1,290,347 0.23
Peter Nixon 706,467 0.13
Total 181,376,154 32.29
(b) Application of the Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires, whether by a
series of transactions over a period of time or not, an interest in shares (as
defined in the Takeover Code) which when taken together with shares in which
that person or persons acting in concert with that person are already
interested in or acquired by persons acting in concert with him/her, carry 30
per cent. or more of the voting rights of a company which is subject to the
Takeover Code or is interested in 30 per cent. or more but does not hold more
than 50 per cent. of the shares carrying voting rights of such a company and
acquires an interest in any additional shares carrying voting rights of that
company, is normally required to make a general cash offer to all the
remaining shareholders of the company to acquire their equity shares and
transferable securities carrying voting rights in the company. An offer under
Rule 9 of the Takeover Code must be in cash at the highest price paid by the
person or the group of persons acting in concert in the preceding 12 months.
Accordingly, pursuant to Rule 9 of the Takeover Code, if the Board were to
effect the Share Buyback, resulting in an increase to the percentage of the
voting rights which the Concert Party controls, the Concert Party may be
required to make a general cash offer to all other Shareholders of the Company
to acquire their Ordinary Shares, unless such obligation has been waived by
the Takeover Panel.
Rule 37 of the Takeover Code specifically refers to situations where a
company purchases its own voting shares, noting that any resulting increase in
the percentage of shares carrying voting rights in which a person or group of
persons acting in concert is interested will be treated as an acquisition for
the purposes of Rule 9 of the Takeover Code, but that the Panel will normally
waive any such resulting obligation to make a general offer if there is a vote
of the independent shareholders.
(c) Panel Waiver
In order to enable the Company to effect the Share Buyback without triggering
a mandatory offer obligation for the Concert Party, the Company has consulted
with the Takeover Panel and the Takeover Panel has agreed to waive the
requirement for the Concert Party to make a general offer to all Shareholders
under Rule 9 of the Takeover Code in circumstances where, following the Share
Buyback, the aggregate percentage holding of the Concert Party increases (the
"Panel Waiver"). This Panel Waiver is subject to the approval by a vote of
Independent Shareholders of the Company on a poll at the General Meeting. The
Waiver Resolution seeks this approval. The duration of the Panel Waiver is the
same as the duration of the Share Buyback Authority and will therefore expire
on the conclusion of the annual general meeting of the Company in 2024.
Accordingly, should Independent Shareholders approve the Waiver Resolution,
they will be waiving the requirement for the Concert Party to make a mandatory
general offer under Rule 9 of the Takeover Code as a result of the exercise of
the Share Buyback Authority.
If the maximum number of Ordinary Shares are bought back by the Company pursuant to the Share Buyback Authority and assuming the Concert Party does not participate in the Share Buyback and no further Ordinary Shares are issued by the Company, then the Concert Party would, in aggregate, hold interests in Ordinary Shares carrying a maximum of 40.36 per cent. of the Voting Share Capital, as set out in the table below.
Name of ultimate beneficial owner Number of Ordinary Shares held Maximum Percentage of the Voting Share Capital of the Company* (%)
DBAY Fund III 143,701,525 31.98
Colin Kingsnorth 11,838,807 2.63
Alex Paiusco 9,722,790 2.16
David Morrison 5,000,000 1.11
Saki Riffner 4,532,339 1.01
Mike Branigan 2,745,072 0.61
Andrew Pegge 1,838,807 0.41
Mike Haxby 1,290,347 0.29
Peter Nixon 706,467 0.16
Total 181,376,154 40.36
*Assuming 112,352,944 Ordinary Shares are acquired pursuant to the Share
Buyback Authority and the Concert Party does not participate in the Share
Buyback and no further Ordinary Shares are issued by the Company.
Following exercise of the Share Buyback Authority in full, the Concert Party would be interested in Ordinary Shares carrying over 30 per cent. of the Voting Share Capital but would not hold Ordinary Shares carrying more than 50 per cent. of the Voting Share Capital and, as long as members of the Concert Party continue to be treated as acting in concert, any further increase in the Concert Party's aggregate interest in Ordinary Shares will be subject to Rule 9 of the Takeover Code.
If the Rule 9 Waiver is approved then the Concert Party will not be restricted
from making an offer.
Accordingly, whilst the obligations under Rule 9 of the Takeover Code would be
waived in relation to any exercise of the Share Buyback Authority, any other
future share buybacks after the expiry of the Panel Waiver or purchases of any
interest in shares in the Company by the Concert Party would remain subject to
Rule 9 and the other provisions of the Takeover Code.
The individual members of the Concert Party have each confirmed to the
Company that they are not proposing, following any increase in their
percentage interests in the Voting Share Capital as result of the Share
Buyback, to seek any change in the general nature of the Company's business.
The Concert Party has further confirmed that it has no intention to change
the Company's plans with respect to: (i) the composition of the Board, nor the
Company's plans with respect to the continued employment of employees and
management of the Company and its subsidiaries (including any material change
in conditions of employment) or any material change to the balance of skills
and functions of the employees and management; (ii) the Company's future
business and its strategic, research and development plans; (iii) the location
of the Company's headquarters or headquarter functions or the location of the
Company's place of business; (iv) employer contributions into any of the
Company's pension schemes, the accrual of benefits for existing members, nor
the admission of new members; (v) redeployment of the Company's fixed assets;
or (vi) the continuation of the Ordinary Shares being admitted to trading on
AIM.
Under Rule 25.2 of the Takeover Code, only the Independent Directors are able
to make a recommendation to the Independent Shareholders with respect to the
proposed Waiver Resolution. The Independent Directors believe it is in the
best interests of the Company that the Waiver Resolution be passed and hereby
recommend that Independent Shareholders vote in favour of the Waiver
Resolution. Strand Hanson, as the Company's independent financial adviser,
has provided formal advice to the Independent Directors that it considers the
terms of these proposals to be fair and reasonable and in the best interests
of Shareholders and the Company as a whole. In providing this advice, Strand
Hanson has taken into account the Independent Directors' commercial
assessments. In accordance with the requirements of the Takeover Code, members
of the Concert Party are not permitted to vote on the Waiver Resolution in
respect of their aggregate holding of 181,376,154 Ordinary Shares.
4. Prior Buyback
In accordance with the Companies Act 2006 (the "Act"), the Company intended to
fund the Prior Buyback from distributable profits, rather than the proceeds
of a fresh issues of shares. The Act provides that a public company may make a
payment out of its distributable profits as shown in the last accounts
circulated to members or, if interim accounts are used, those that have been
filed at Companies House. These requirements apply notwithstanding that the
company in question has sufficient distributable profits to purchase the
relevant shares at the relevant time. The Prior Buyback was funded by
reference to interim accounts as at 22 February 2022 (the "Interim Accounts").
The Company has always filed its statutory annual accounts in accordance with
the requirements of the Act. It was the intention of the Company to fund the
Prior Buyback in full compliance with the Act and all other regulatory
requirements and at all times the Company had sufficient distributable
profits to justify the funding of the Prior Buyback. The Company was in a
position to be able to sign and deliver the Interim Accounts (showing the
requisite level of distributable profits for the continued purchase of
ordinary shares pursuant to the Prior Buyback) to Companies House, in order to
satisfy the procedural requirements of the Act. It did not do so, however, due
to an administrative oversight. This omission constitutes a procedural breach
of the Act.
Consequently, whilst there is currently no registered holder of the Ordinary
Shares the subject of the Prior Buyback, the Prior Buyback must be treated as
void under the Act and, in order to make the purchase of Ordinary Shares under
it effective, the Company is now seeking to cancel 140,441,180 Ordinary Shares
by way of a Court-approved reduction of share capital (the "Reduction of
Capital"). The Act permits a company to reduce its capital by obtaining
approval of its shareholders by special resolution and then applying to the
High Court of Justice of England and Wales for an order confirming the
reduction (the "Court Order"). A reduction of capital takes effect on
registration by the Registrar of Companies of the Court Order. Resolution 3
seeks shareholders' approval of the Reduction of Capital and, if passed, the
Company will then make an application for a Court Order.
5. General Meeting
You will find at the end of the Circular a notice convening a general meeting
of the Company, to be held at 10.00 a.m. on 6 March 2023 at the offices of
DBAY UK Ltd at 5th Floor, 1 Albemarle Street, London W1S 4HA to consider and,
if thought appropriate, pass the Resolutions summarised below.
(a) Resolution 1 (the Share Buyback Resolution)
The Share Buyback Resolution is conditional upon the passing of the Waiver
Resolution and Reduction of Capital Resolution and seeks to confer authority
for the market purchase by the Company of up to 112,352,944 Ordinary Shares.
This number represents approximately 20 per cent. of the Voting Share Capital
as of the Latest Practicable Date.
The Share Buyback Resolution will be proposed as an ordinary resolution and
all Shareholders will be entitled to vote on this resolution.
The Share Buyback Authority will expire on the conclusion of the annual
general meeting of the Company in 2024, unless such authority is otherwise
revoked or varied by the Company prior to the date of such expiry and save
that the Company may (prior to such expiry) enter into a contract to acquire
Ordinary Shares which will or may be completed or executed wholly or partially
after such expiry and may make an acquisition of Ordinary Shares pursuant to
such contract in reliance on the Share Buyback and the Panel Waiver.
Although the Share Buyback Authority will last until the conclusion of the
annual general meeting of the Company in 2024, the Company may ask
Shareholders to approve a new share buyback authority at the Company's next
annual general meeting or at some other later date. Since, however, the Panel
Waiver only relates to the Share Buyback Authority, and also expires on the
conclusion of the annual general meeting of the Company in 2024, the Company
would be required to seek a new waiver from the Takeover Panel in relation to
any obligation which would otherwise be imposed on any member of the Concert
Party to make a general offer to all Shareholders under Rule 9 of the Takeover
Code as a result of the exercise of any share buyback authority subsequently
obtained by the Company at a shareholder meeting (such waiver again being
conditional upon the approval of Independent Shareholders voting on a poll).
(b) Resolution 2 (the Waiver Resolution)
The Waiver Resolution proposes to approve the waiver conditionally granted by
the Takeover Panel for the disapplication of Rule 9 of the Takeover Code
following the exercise by the Company of the Share Buyback (whether exercised
in whole or in part). The Takeover Panel has confirmed that, subject to the
Waiver Resolution being passed by the requisite majority of the Independent
Shareholders on a poll, no mandatory bid obligation on the Concert Party under
Rule 9 of the Takeover Code would be triggered by virtue of the Share Buyback.
The Waiver Resolution seeks the approval of the Panel Waiver by Shareholders.
The Waiver Resolution will be proposed as an ordinary resolution and is
conditional upon the passing of the Share Buyback Resolution and Reduction of
Capital Resolution. In accordance with the requirements of the Takeover Code,
members of the Concert Party are not permitted to vote on the Waiver
Resolution in respect of their aggregate holding of 181,376,154 Ordinary
Shares, but may vote on the Share Buyback Resolution.
(c) Resolution 3 (the Reduction of Capital Resolution)
The purpose of the Reduction of Capital Resolution is set out in paragraph 4
above and is a pre-requisite to the Company applying for the Court Order to
cancel the 140,441,180 Ordinary Shares purportedly bought back under the Prior
Buyback. It will be proposed as a special resolution and all Shareholders will
be entitled to vote on this resolution. The Reduction of Capital Resolution
is conditional upon the passing of the Share Buyback Resolution and the Waiver
Resolution.
6. Action to be taken
You have been provided with a Form of Proxy for use in connection with the
General Meeting. Whether or not you propose to attend the General Meeting in
person, you are requested to complete and sign the Form of Proxy in accordance
with the instructions printed thereon and return it to the Company's
registrars, Link Group, at PXS 1, Central Square, 29 Wellington Street, Leeds,
LS1 4DL as soon as possible but, in any event, so as to arrive no later than
10.00 a.m. on 2 March 2023.
The completion and return of a Form of Proxy will not preclude you from
attending the General Meeting and voting in person if you wish to do so.
7. Recommendation
(a) Share Buyback Resolution and Reduction of Capital Resolution
The Directors consider the Share Buyback and Reduction of Capital to be fair
and reasonable and in the best interests of the Company as a whole and
accordingly unanimously recommend that Shareholders vote in favour of
Resolution 1 and Resolution 3 at the General Meeting.
Stephen Harley, Adrian Collins and Peter Nixon, the Directors who hold
Ordinary Shares, intend to vote in favour of Resolution 1 and Resolution 3 in
respect of the in aggregate 2,716,467 Ordinary Shares held by them,
representing approximately 0.48 per cent. of Voting Share Capital as at the
Latest Practicable Date.
The Company has received irrevocable commitments from Saki Riffner, Alex
Paiusco and DBAY Fund III to vote or procure votes in favour of the Share
Buyback Resolution and Reduction of Capital Resolution at the General Meeting
in respect of their entire holding of Ordinary Shares. These irrevocable
commitments are in respect of, in aggregate, 157,956,654 Ordinary Shares,
representing approximately 28.12 per cent. of the Voting Share Capital as at
the Latest Practicable Date.
(b) The Waiver Resolution
The Independent Directors, being Adrian Collins, David Facey and Stephen
Harley, who have been so advised by Strand Hanson, consider the proposals to
be fair and reasonable and in the best interests of the Independent
Shareholders and the Company as a whole. Accordingly, the Independent
Directors unanimously recommend that Independent Shareholders vote in favour
of the Waiver Resolution to be proposed as Resolution 2 at the General
Meeting.
Adrian Collins and Stephen Harley, the Independent Directors who hold Ordinary
Shares, intend to vote in favour of the Waiver Resolution in respect of the
2,010,000 Ordinary Shares held by them, representing approximately 0.36 per
cent. of Voting Share Capital as at the Latest Practicable Date.
DEFINITIONS
The following definitions apply, unless the context requires otherwise:
"£" pounds sterling, the lawful currency of the UK;
"AIM" the market of that name operated by the London Stock Exchange;
"Board" the board of Directors of the Company from time to time, or a duly constituted
committee thereof;
"Company" Logistics Development Group plc, a public limited company incorporated in
England & Wales with registered number 08922456;
"Concert Party" the DBAY Fund III and those acting, or deemed to be acting, in concert with
it;
"DBAY" DBAY Advisors Limited, a company incorporated in the Isle of Man (company
number 126150C) whose registered office is at 2nd Floor, Exchange House,
54-62 Athol Street, Douglas, Isle of Man IM1 1JD;
"DBAY Fund III" DouglasBay Capital III Fund LP;
"Directors" the directors of the Company as at the publication of the Circular;
"Form of Proxy" the form of proxy accompanying the Circular for use by Shareholders in
relation to the General Meeting;
"General Meeting" the general meeting of the Company, convened for 6 March 2023 or any
adjournment, therefore;
"Independent Directors" those directors of the Company other than Peter Nixon or such other director
being an appointee or associate of DBAY;
"Independent Shareholders" Shareholders excluding members of the Concert Party;
"Investing Policy" means the investing policy adopted by the Company on 31 January 2022;
"Latest Practicable Date" the latest practicable date prior to the publication of the Circular, being 14
February 2023;
"London Stock Exchange" London Stock Exchange plc;
"NAV" net asset value;
"Notice of General Meeting" the notice of the General Meeting;
"Ordinary Shares" ordinary shares of £0.01 each in the capital of the Company;
"Panel Waiver" the waiver granted by the Takeover Panel, conditional on the approval by
Independent Shareholders of the Panel Waiver Resolution, of any obligation
which would otherwise be imposed on members of the Concert Party, either
individually or collectively, to make a general offer to all Shareholders
under Rule 9 of the Takeover Code, as a result of market purchases made
pursuant to the exercise of the Share Buyback Authority;
"Prior Buyback" the buyback approved by shareholders at a general meeting on 31 January
2022;
"Reduction of Capital" the cancellation of 140,441,180 ordinary shares by way of a Court-approved
reduction of share capital;
"Reduction of Capital Resolution" the resolution numbered 3 set out in the Notice of General Meeting to approve
the Reduction of Capital;
"Resolutions" the resolutions 1, 2 and 3set out in the Notice of General Meeting;
"Share Buyback Authority" the general authority for the Company to make on-market purchases of up to 20
per cent. of its Voting Share Capital implemented by way of share buyback;
"Share Buyback Resolution" the resolution numbered 1 set out in the Notice of General Meeting to approve
the Share Buyback Authority;
"Shareholder(s)" holder(s) of Ordinary Shares;
"Strand Hanson" Strand Hanson Limited of 26 Mount Row, London, W1K 3SQ;
"Synsion TopCo" Synsion TopCo Ltd a company incorporated in England and Wales with registered
number 13514422, whose registered office is at 5th Floor 1 Albemarle Street,
London W1S 4HA;
"Takeover Code" the City Code on Takeovers and Mergers published by the Takeover Panel (as
amended from time to time);
"Takeover Panel" the Panel on Takeovers and Mergers;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"Voting Share Capital" or "Voting Shares" 561,764,720 Ordinary Shares, comprising the entire issued share capital of the Company; and
"Waiver Resolution" the resolution numbered 2 set out in the Notice of General Meeting to approve
the Panel Waiver.
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rns@lseg.com (mailto:rns@lseg.com)
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. END NOGNKPBQKBKBBBDRecent news on Logistics Development
See all newsREG - Logistics Dev Grp - Portfolio NAV Update
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