REG - Logistics Dev Grp - Final Results for year ended 30 November 2023
27/03/2024 07:00
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RNS Number : 4072I Logistics Development Group PLC 27 March 2024
27 March 2023
Logistics Development Group plc
("LDG" or the "Company")
Final Results for year ended 30 November 2023
Logistics Development Group plc, the AIM listed investing company, announces
its audited final results for the year ended 30 November 2023.
Full year 2023 Results Summary
· For the year ended 30 November 2023, the Company reported an
underlying EBIT(1) of a loss of £12.0m (2022: profit of £1.1m) and a loss
before tax of £10.7m (2022: profit before tax of £1.1m).
· The Company has been implementing its broader investing policy
since its approval in January 2022. Fixtaia Limited ("Fixtaia") has been set
up as the subsidiary vehicle for investments for the Company. All reference to
investments below are held in Fixtaia. Details of the investments held at 30
November 2023 are listed below.
· During the financial year, the Company held 16,140,365 shares
(12.4%) of Finsbury Foods Group Plc ("Finsbury"). Finsbury operates a
speciality foods business which supplies boxed cakes to supermarkets located
throughout the United Kingdom. Products include novelty and celebration cakes,
chocolate cakes and other bakery goods. In September 2023, Frisbee Bidco
Limited and Finsbury reached an agreement on the terms of a recommended cash
offer at 110p per ordinary share of 1p each in the capital of Finsbury, to be
effected by way of a scheme of arrangement. On 3 November 2023, the Company
noted that the requisite majority of Finsbury shareholders had voted to pass
the resolution to approve and implement the scheme of arrangement. Post
transaction, the Company owns 27.5% of Finsbury, which delisted from AIM on 17
November 2023.
· During the financial year the Company acquired a see-through
stake representing approximately 9.1% in SQLI S.A. (ENXTPA: SQI) ("SQLI"), via
a group of private holding companies formed by DBAY Advisors Limited ("DBAY").
SQLI is a digital commerce and services agency. The investment was initially
made by way of a €18.5m loan, which was later capitalised in return for the
issue of ordinary shares in the holding structure and a repayment in cash of
approximately €4.1m. In June 2023, an additional €649,000 loan was
provided and capitalised through the issue of Synsion TopCo Limited
("Synsion") shares. At the financial year end, the Company had a holding of
1,039,419,772 Synsion shares representing an indirect holding of 11.1% of
SQLI.
· The Company had acquired approximately 10.3% of the share capital
of Alliance Pharma Plc (AIM: APH LN) ("Alliance") for a consideration of
£33.4m. The number of Alliance shares held by the Company was 55,593,562.
Alliance is an international healthcare group founded in 1996 and
headquartered in the United Kingdom. The company acquires, markets and
distributes consumer healthcare and prescription medicine products. The
Company elected to receive the Alliance final dividend in shares to bring the
holding at the financial year end, including trades during the period, to
56,758,071 Alliance shares or 10.51% of the issued share capital.
· As at the reporting date the Company held approximately 2.8% of
the share capital of Trifast Plc (AIM: TRI LN) ("Trifast"). Trifast is an
international specialist in design, manufacturing, and distribution of
industrial and Cat C fastenings. It has 34 locations within the UK, Asia,
Europe and the USA and supplies components to over 5,000 companies globally
across a wide range of industries. At the year end, the number of Trifast
shares held indirectly by the Company was 3,805,158 shares, acquired for a
consideration of £2.7m.
· During the financial year, the Company acquired 11.72% of Mission
Group PLC (AIM: TMG LN) ("Mission"). Mission operates a marketing agency and
focuses on new product development and solves business problems. The agency
collective has 1,100+ people in 28 locations over 3 continents. At the year
end, the number of Mission shares held indirectly by the Company was
10,665,000 shares (11.72%) acquired for a consideration of £1.7m.
Share buyback
· On 28 March 2023, the cancellation of 140,411,180 ordinary shares
of £0.01 each in the capital of the Company ("Ordinary Shares") which were
subject to the First Buyback (the "Capital Reduction"), which had been
approved by shareholders at the 2023 General Meeting, was sanctioned by the
High Court of England and Wales ("High Court"). 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 29 March 2023. The Capital Reduction became effective on 31 March
2023.
· On 4 April 2023, following a special resolution passed by
shareholders at the 2023 General Meeting, the Company announced the
commencement of the Second Buyback to purchase up to 112,352,944 Ordinary
Shares, representing approximately 20.0% of the Company's then issued share
capital. The Second Buyback will end no later than on the conclusion of the
Annual General Meeting of the Company in 2024. The Ordinary Shares purchased
under the Second Buyback will be cancelled. Pursuant to the Second Buyback,
the Company acquired 28,678,158 Ordinary Shares in its own capital at an
average price of £0.14074 per share between 4 April 2023 and 30 November
2023. The share capital of the Company at 30 November 2023 was 532,806,151
Ordinary Shares.
Changes to the Board
· Stephen Harley resigned from the Board on 1 November 2023. It is
currently not the intention to appoint an additional director to the Board.
(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
(//www.ldgplc.com)
For enquiries:
Logistics Development Group plc Via FTI Consulting
FTI Consulting +44 (0) 20 3727 1340
Nick Hasell
Alex Le May
Strand Hanson Limited +44 (0) 20 7409 3494
(Financial and Nominated Adviser)
James Dance
Richard Johnson
Abigail Wennington
Investec Bank plc +44 (0) 20 7597 5970
(Broker)
Gary Clarence
Harry Hargreaves
Letter from Chairman
Dear Shareholders
I present the annual report and audited financial statements for Logistics
Development Group plc ("LDG" or the "Company") for the year ended 30 November
2023. For the year ended 30 November 2023, the Company reported an underlying
EBIT(1) of a loss of £12.0m (2022: profit of £1.1m) and a loss before tax of
£10.7m (2022: profit before tax of £1.1m).
Whilst we've had some smaller successes during the year, the share price of
Alliance Pharma Plc ("Alliance"), our largest holding, continued to decline,
and represents the entire mark-to-market loss for the year. Since the end of
the year, a new Chairman has been appointed at Alliance, with a clear mandate
to improve the operating performance and we remain positive about the strength
of the business. A more detailed review of the portfolio is set out in the
following sections. Now that our portfolio of investments is growing and
becoming more diverse, we expect to publish information on a more regular
basis on the Company's portfolio.
LDG's share price had consistently been trading at a discount to the
Company's net asset per share, and so the Board initiated a further share
buyback programme (the "Second Buyback"). The necessary approvals were
obtained at a General Meeting of the Company on 6 March 2023 (the "2023
General Meeting") and the Second Buyback, which commenced in April 2023, is
ongoing until the closure of the 2024 AGM. It is not intended that the buyback
will be renewed at the next AGM. Up to and including 30 November 2023,
28,678,158 Ordinary Shares had been repurchased by the Company and have been
cancelled.
The 2023 General Meeting also approved an application for a Court Order to
cancel 140,441,180 Ordinary Shares, each of which had been subject to the
buyback effected by the Company between 25 February 2022 and 6 April 2022 (the
"First Buyback"). These shares have now been cancelled.
In November 2023, Stephen Harley resigned as a Director of the Company and on
behalf of the Board I would like to thank Stephen for the contribution he made
to the Company during his time on the Board.
As I write, it is true to say that the world is not a happy place. We have
conflicts on almost every continent, and interest rates and inflation levels
not experienced for two decades although there is some evidence that both
might have peaked. Several significant elections are taking place across the
globe over the next 12 months, and this is likely to cause greater
uncertainty. Against this backdrop, it is hard to remain upbeat but as an avid
reader of history one can only hope it's the darkness before the dawn and we
can navigate the ship into calmer waters.
I should also like to thank our shareholders both old and new for their
continued support and I have every confidence that our managers will
successfully steer us through the storm.
Adrian Collins
Chairman
(1) Underlying EBIT is an alternative performance measure (see Note 3) and is
defined as profit/loss before interest and tax and adding back exceptional
items.
Business and financial review for the year ended 30 November 2023
Review of the year
On 28 March 2023, the cancellation of 140,411,180 ordinary shares of £0.01
each in the capital of the Company ("Ordinary Shares") which were subject to
the First Buyback (the "Capital Reduction"), which had been approved by
shareholders at the 2023 General Meeting, was sanctioned by the High Court of
England and Wales ("High Court"). 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 29 March
2023. The Capital Reduction became effective on 31 March 2023.
On 4 April 2023, following a special resolution passed by shareholders at the
2023 General Meeting, the Company announced the commencement of the Second
Buyback to purchase up to 112,352,944 Ordinary Shares, representing
approximately 20.0% of the Company's then issued share capital. The Second
Buyback will end no later than on the conclusion of the Annual General Meeting
of the Company in 2024. The Ordinary Shares purchased under the Second Buyback
will be cancelled. Pursuant to the Second Buyback, the Company acquired
28,678,158 Ordinary Shares in its own capital at an average price of £0.14074
per share between 4 April 2023 and 30 November 2023. The share capital of the
Company at 30 November 2023 was 532,806,151 Ordinary Shares.
The Company has been implementing its broader investing policy since its
approval in January 2022. Fixtaia Limited ("Fixtaia") has been set up as the
subsidiary vehicle for investments for the Company. All reference to
investments are held in Fixtaia. Details of the investments held at 30
November 2023 are listed below.
During the financial year, the Company held 16,140,365 shares (12.4%) of
Finsbury Foods Group Plc ("Finsbury"). Finsbury operates a speciality foods
business which supplies boxed cakes to supermarkets located throughout the
United Kingdom. Products include novelty and celebration cakes, chocolate
cakes and other bakery goods. In September 2023, Frisbee Bidco Limited and
Finsbury reached an agreement on the terms of a recommended cash offer at 110p
per ordinary share of 1p each in the capital of Finsbury, to be effected by
way of a scheme of arrangement. On 3 November 2023, the Company noted that the
requisite majority of Finsbury shareholders had voted to pass the resolution
to approve and implement the scheme of arrangement. Post transaction, the
Company owns 27.5% of Finsbury, which delisted from AIM on 17 November 2023.
During the financial year the Company acquired a see-through stake
representing approximately 9.1% in SQLI S.A. (ENXTPA: SQI) ("SQLI"), via a
group of private holding companies formed by DBAY Advisors Limited ("DBAY").
SQLI is a digital commerce and services agency. The investment was initially
made by way of a €18.5m loan, which was later capitalised in return for the
issue of ordinary shares in the holding structure and a repayment in cash of
approximately €4.1m. In June 2023, an additional €649,000 loan was
provided and capitalised through the issue of Synsion TopCo Limited
("Synsion") shares. At the financial year end, the Company had a holding of
1,039,419,772 Synsion shares representing an indirect holding of 11.1% of
SQLI.
The Company had acquired approximately 10.3% of the share capital of Alliance
Pharma Plc (AIM: APH LN) ("Alliance") for a consideration of £33.4m. The
number of Alliance shares held by the Company was 55,593,562. Alliance is an
international healthcare group founded in 1996 and headquartered in the United
Kingdom. The company acquires, markets and distributes consumer healthcare and
prescription medicine products. The Company elected to receive the Alliance
final dividend in shares to bring the holding at the financial year end,
including trades during the period, to 56,758,071 Alliance shares or 10.51% of
the issued share capital.
As at the reporting date the Company held approximately 2.8% of the share
capital of Trifast Plc (AIM: TRI LN) ("Trifast"). Trifast is an international
specialist in design, manufacturing, and distribution of industrial and Cat C
fastenings. It has 34 locations within the UK, Asia, Europe and the USA and
supplies components to over 5,000 companies globally across a wide range of
industries. At the year end, the number of Trifast shares held indirectly by
the Company was 3,805,158 shares, acquired for a consideration of £2.7m.
During the financial year, the Company acquired 11.72% of Mission Group PLC
(AIM: TMG LN) ("Mission"). Mission operates a marketing agency and focuses on
new product development and solves business problems. The agency collective
has 1,100+ people in 28 locations over 3 continents. At the year end, the
number of Mission shares held indirectly by the Company was 10,665,000 shares
(11.72%) acquired for a consideration of £1.7m.
Changes to the Board
Stephen Harley resigned from the Board on 1 November 2023. It is currently not
the intention to appoint an additional director to the Board.
Subsequent events
On 19 December 2023, the Company sold its entire investment holding in Trifast
for £3.1m, realising a gain of £0.4m.
On 9 February 2024, the Company subscribed for £10.0m fixed rate unsecured
15.0% series A loan notes and payment in kind (PIK) notes issued by The Power
of Talent Midco Limited ("Midco"), to be redeemed no later than 9 February
2027. Midco is a special purpose company that ultimately owns the operating
companies in Nash Squared Group.
As at 25 March 2024, being the latest practicable date prior to the approval
of these financial statements, as part of the Second Buyback 35,852,529 shares
have now been repurchased, for an aggregate consideration of £4,929,393.57
all of which will be cancelled. The buyback will not be renewed at the AGM due
to be held on 9 May 2024.
Financial performance
The results for the current year reflect the Company structure as at 30
November 2023.
The Directors consider the Company is an investment entity per IFRS 10 and
measure its investments at fair value through profit and loss. The Company's
investments are all held through Fixtaia.
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 £55.4m
(2022: £34.3m) which reflects the current net asset value ("NAV") of the
underlying investments at the reporting date. The Directors have reviewed this
valuation approach and consider it to be appropriate.
Administrative expenses are on par with the prior year at £1.0m (2022:
£1.0m).
The Company's underlying EBIT1 in the year was a loss of £12.0m (2022: profit
of £1.1m) and statutory loss before tax was £10.7m (2022: profit before tax
of £1.1m).
1Earnings per share ("EPS") serves as an indicator of a company's
profitability. EPS measures the amount of a company's profit on a per share
basis (see notes 3 & 9).
Net debt
As at the reporting date, the Company has cash and cash equivalents of £42.6m
(2022: £79.1m). Related party transactions amounted to £0.2m (2022:
£0.16m). See note 13.
Exceptional items
During the year there were no exceptional items to report.
Tax
The company is expected to have taxable profits in future periods and will be
making use of existing tax losses. Therefore, a deferred tax asset has been
recognised on this basis.
Dividends
The Company did not pay an interim dividend (2022: £Nil) and no final
dividend is being recommended (2022: £Nil).
Earnings per share2
Underlying basic and diluted loss per share are both (2.3p) (2022: underlying
basic and diluted earnings per share were both 0.2p). Statutory basic and
diluted loss per share are both (1.8p) (2022: statutory basic and diluted
earnings per share were both 0.2p). See note 3 and 9.
2Earnings per share ("EPS") serves as an indicator of a company's
profitability. EPS measures the amount of a company's profit on a per share
basis (see notes 3 & 9).
Information about the Investment Manager
DBAY is an Isle of Man-based asset management firm with offices in London and
Douglas, Isle of Man. Founded in 2011, DBAY is owned by its partners and is
licensed by the Isle of Man Financial Services Authority. The firm follows a
value investing approach and invests in listed equities across Europe, as well
as in private equity style control investments. The core DBAY team, who have
worked together for over 20 years, have developed a diversified set of skills
from financial and operational backgrounds, with deep insight into a number of
industry sectors. DBAY comprises a team of 17 investment and operating
professionals. Capital is managed on behalf of institutional investors,
endowments, foundations, family offices and pension funds.
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
(http://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 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.
Investment Management agreement amendments
An investment management agreement was entered into on 14 January 2022. At the
general meeting held on 31 January 2022, the investment management agreement
and amended investing policy was approved by shareholders. 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)
£800,000; 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; and
· DBAY will ensure that there is, at all times, a contingency
amount of at least £2.0m on the Company's balance sheet to cover any
exceptional expenses that may arise in the future.
The 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) £800,000; and (ii) amounts paid to DBAY in respect of investments in
DBAY Investment Funds specifically, and not all management fees received by
DBAY.
Annual general meeting
The Company intends to hold its Annual General Meeting on 9 May 2024 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.
Company Statement of Comprehensive Income
for the year ended 30 November 2023
Year ended Year ended
30 November 2023
30 November 2022
Note £'000 £'000
(Loss)/gain on investments measured at fair value through profit or loss - 10 (10,856) 1,993
Interest income 4 1,317 -
Other (loss)/income 13 (173) 173
Net finance (cost)/income (9,712) 2,166
Administrative expenses (974) (1,017)
Total administrative expenses (974) (1,017)
(Loss)/profit before tax (10,686) 1,149
Income tax credit 7 566 -
(Loss)/profit and total comprehensive (loss)/income for the year (10,120) 1,149
Earnings per share
Basic 9 (1.8p) 0.2p
Diluted 9 (1.8p) 0.2p
The accompanying notes form part of the financial statements.
Company Statement of Financial Position
as at 30 November 2023
30 November 2023 30 November 2022
Note £'000 £'000
Assets
Non-current assets
Investments at fair value through profit or loss 10 55,392 34,338
55,392 34,338
Current assets
Other receivables 11 297 179
Deferred tax asset 7 566 -
Cash and cash equivalents 11 42,644 79,064
Amounts owed from related undertakings - 173
43,507 79,416
Total assets 98,899 113,754
Current liabilities
Amounts owed to Company and related undertakings 11 (35) (652)
Other payables 11 (351) (404)
(386) (1,056)
Total liabilities (386) (1,056)
Net assets 98,513 112,698
Equity
Called up share capital 12 5,331 5,618
Own shares 12 - (11)
Retained earnings 12 93,182 107,091
Total shareholders' funds 98,513 112,698
The accompanying notes form part of the financial statements.
The Company Financial Statements on pages 24 to 35 were approved by the Board
of Directors on 26 March 2024 and were signed on its behalf by:
Adrian Collins
Director
26 March 2024
Company number 08922456
Company Statement of Changes in Equity
for the year ended 30 November 2023
Share capital Share premium Own shares Retained earnings Total
£'000 £'000 £'000 £'000 £'000
Balance at 1 December 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/cancellation of own shares (note 12) - - 846 (791) 55
Balance at 30 November 2022 5,618 - (11) 107,091 112,698
Loss for the year - - - (10,120) (10,120)
Disposal/cancellation of own shares (note 12) - - 11 6 17
Share repurchase (note 12) (287) - - (3,795) (4,082)
Balance at 30 November 2023 5,331 - - 93,182 98,513
The accompanying notes form part of the financial statements
Company Cash Flow Statement
for the year ended 30 November 2023
Year ended Year ended
30 November 2023
30 November 2022
Note £'000 £'000
Cash flows from operating activities
(Loss)/profit for the year (10,120) 1,149
Adjustments for:
Loss/(gain) on investments measured at fair value through profit or loss - net 10 10,856 (1,993)
Interest income (1,317) -
Income tax credit 7 (566) -
Changes in:
Increase in other receivables 11 (118) (65)
(Decrease)/increase in other payables 11 (53) 114
Net outflow from operating activities (1,318) (795)
Cash flows from investing activities
Dividends received 10 - 2,873
Purchase of investment 10 (31,910) (33,000)
Amounts owed from related undertakings 11 173 (173)
Amounts owed to subsidiary 11 (617) 652
Net cash outflow from investing activities (32,354) (29,648)
Cash flows from financing activities
Share repurchase 12 (4,082) (22,450)
Disposal/cancellation of own shares 12 17 55
Interest income 1,317 -
Net cash outflow from financing activities (2,748) (22,395)
Net decrease in cash and cash equivalents (36,420) (52,838)
Cash and cash equivalents at the start of the financial year 79,064 131,902
Cash and cash equivalents at the end of the financial year 42,644 79,064
The accompanying notes form part of the financial statements
Notes to the Company Financial Statements
for the year ended 30 November 2023
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 UK - adopted
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 2023, the Company has one subsidiary. As the Company is
defined under IFRS10 as an 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.
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 12 months to April 2025 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.
(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 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 Company has early 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 2023. Their adoption has not had any material
impact on the disclosures or on the amounts reported in these financial
statements.
• 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).
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 Company's accounting years
beginning on or after 1 January 2024 or later years and which the Company has
decided not to adopt early:
• IFRS 7 and IAS 7: Supplier Finance Arrangements
(effective for periods commencing on or after 1 January 2024);
• IAS 1: Non-current liabilities with covenants
(effective for periods commencing on or after 1 January 2024);
None of the above listed changes are anticipated to have a material impact on
the Company'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 measured its
investment in Fixtaia at fair value through profit and loss.
The strategy of the Company as an Investing Company is to generate value
though 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.
If the Company was not an Investing Company, 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. All investments have, to date, for
structuring purposes been held by Fixtaia. 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 investments in listed entities, together
with 2 private companies and cash/cash equivalents. The listed investments are
carried at the quoted price as at 30 November 2023.
(iii) Given the take private transaction of Finsbury Food Group Plc
("Finsbury") has completed very close to the year-end of the Company, 16
November 2023 and all shareholders (including the Company's interest, via its
subsidiary Fixtaia) have rolled their shares at the same take-private price,
the directors have concluded that the take-private valuation of 110p per
Finsbury share should be retained at 30 November 2023 for Frisbee Topco
Limited.
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.
Estimates utilised in preparing its financial statements are reasonable and
prudent, however, actual results could differ from these estimates. The most
significant estimates and judgements that are required to be made are in
respect of the valuation of investments for which no reliable market price is
available (see note 10).
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:
2023 2022
£'000 £'000
(Loss)/profit before interest and tax (10,120) 1,149
Less: Interest income (1,317) -
Less: Income tax credit (566) -
Underlying EBIT (12,003) 1,149
2023 2022
(in thousands) (in thousands)
Weighted average number of Ordinary Shares - Basic 552,189 606,921
Weighted average number of Ordinary Shares - Diluted 552,189 606,921
Underlying Basic (loss)/earnings per share for total operations (2.3p) 0.2p
Underlying Diluted (loss)/earnings per share for total operations (2.3p) 0.2p
4. Interest Income
During the year, the Company opened a deposit account with Investec Bank plc.
Interest earned during 2023 amounted to £1,317k, with £133k of this
receivable at the year end.
5. Employees and Directors
Staff costs and the average number of persons (including Directors) employed
by the Company during the year are detailed below:
2023 2022
£'000 £'000
Staff and Director costs for the Company during the year
Wages and salaries 287 276
Social security costs 23 22
310 298
Average monthly number of employees and Directors
Employees and Directors 4 4
A summary of Directors' remuneration (key management personnel) is detailed
below:
2023 2022
£'000 £'000
Emoluments, bonus and benefits in kind 287 276
Total Directors' remuneration 287 276
Remuneration of the highest paid Director is detailed below:
2023 2022
£'000 £'000
Emoluments, bonus and benefits in kind 96 96
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:
2023 2022
£'000 £'000
Fees payable for the audit of the Company's annual financial statements 82 66
Audit-related assurance services - -
Total fees payable to Company's auditors 82 66
7. Income tax credit
In the prior year the Company did not recognise a deferred income tax charge
or credit as the Directors did not consider there was sufficient certainty
over its recovery. During 2023 the Company has held cash on deposit resulting
in significant income received. In 2023, the deferred tax asset of £566k
(2022: £578k) is recognised.
The income tax credit 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:
2023 2022
£'000 £'000
(Loss)/profit before tax (10,686) 1,149
Expected tax (credit)/charge based on an effective corporation tax rate of (2,459) 218
23.01% (2022: 19%)
Effect of expenses not deductible in determining taxable profit 2,516 52
Effect of income not taxable in determining taxable profit (45) (378)
Movement of tax losses for which no deferred tax asset has been recognised (578) 108
Income tax credit (566) -
The current effective UK corporation tax main rate for the financial year is
23.01%. The UK corporation tax main rate was 19% until 31 March 2023 and on 1
April 2023 it increased to 25%. From 1 April 2023, there was an introduction
of a small profits rate of 19% for companies with profits under £50k.
8. Dividends
At the date of approving these Financial Statements, no final dividend has
been approved or recommended by the Directors (2022: £Nil).
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.
2023 2022
£'000 £'000
(Loss)/profit attributed to equity shareholders (10,120) 1,149
2023 2022
(in thousands) (in thousands)
Weighted average number of Ordinary Shares - Basic 552,189 606,921
Weighted average number of Ordinary Shares - Diluted 552,189 606,921
Basic (loss)/earnings per share for total operations (1.8p) 0.2p
Diluted (loss)/earnings per share for total operations (1.8p) 0.2p
10. Investments at fair value through profit or loss
At 1 December 2022 Additions during the year Change in fair value Dividends Total investments Fair value level
2023 2023 2023 2023
£'000 £'000 £'000 £'000 £'000
Fixtaia Limited 34,338 31,910 (10,856) - 55,392 3
At 1 December 2021 Additions during the year Change in fair value Dividends Total investments Fair value level
2022 2022 2022 2022
£'000 £'000 £'000 £'000 £'000 2022
Marcelos Limited 2,218 - 655 (2,873) - 3
Fixtaia Limited - 33,000 1,338 - 34,338 3
Total 2,218 33,000 1,993 (2,873) 34,338
Fixtaia is the subsidiary vehicle where all investment transactions are
executed and held.
During the current year, the Company received 319.10 shares in Fixtaia for
cash consideration of £31.9m. The number of shares held in Fixtaia at 30
November 2023 was 650.10 (2022: 331). As at 30 November 2023, the investment
in Fixtaia was revalued to £55.4m as per the net asset value of Fixtaia,
resulting in a net revaluation loss of £10.9m through profit or loss.
The Company's accounting policy on fair value measurement is disclosed in note
2. The investment is categorised at Level 3 as there is no market activity on
the date of measurement as they are a private company. Fixtaia is held at NAV.
During the year, Fixtaia's investment in Finsbury was re-categorised from a
Level 1 investment to a Level 3, due to the de-listing of Finsbury.
Fixtaia holds a portfolio of listed and private assets. The listed assets are
categorised as Level 1 and the private assets are categorised as Level 2/3
depending on the inputs used.
11. Financial assets and liabilities
2023 2022
£'000 £'000
Financial assets at fair value through the profit or loss
Investments (see note 9) 55,392 34,338
Financial assets at amortised cost
Amounts owed by related undertakings (see note 12) - 173
Other receivables 297 179
Total financial assets 55,689 34,690
Financial liabilities at amortised cost
Amounts owed to related undertakings (see note 12) (35) (652)
Other payables (351) (404)
Total financial liabilities (386) (1,056)
Cash and cash equivalents 42,644 79,064
Net funds 42,644 79,064
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, prepayments and accrued interest
receivable. Other payables include accruals of £288k (2022: £295k).
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:
Market risk
Market price risk is the risk that the market price of a financial instrument
will fluctuate due to changes in factors specific to the security or its
issuer. This market risk comprises three elements - currency risk, interest
rate risk and other price risk.
If the market value of the Company's investments increased/decreased in value
by 10% as at 30 November 2023 the effect on the investment portfolio would
have been an increase/decrease of £5,539k.
Currency risk
The Company holds one investment, via its subsidiary Fixtaia, denominated in a
currency other than Sterling (GBP). Consequently, the Company is exposed to
currency risk as the value of the investment denominated in Euro's will
fluctuate due to the change in the exchange rate. The Company does not
currently engage in currency hedging activities. The Company's cash is held in
GBP.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates
will affect the level of income receivable on cash deposits. The Company's
interest bearing assets are cash at Royal Bank of Scotland and cash on deposit
at Investec Bank Plc ("Investec"). The Company would be significantly affected
by changes in interest rates on cash held on deposit with Investec. Interest
rate movements may affect the fair value of investments in fixed interest and
equity securities.
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, at 30 November 2023 £35k owed to DBAY Advisors Limited.
Capital management
Capital comprises share capital of £5.3m (2022: £5.6m).
12. Capital and reserves
No of shares Called up share capital
'000 £'000
Ordinary shares of 1p each in issue at 30 November 2022 561,765 5,618
Ordinary shares of 1p each in issue at 30 November 2023 533,087 5,331
All ordinary shares in issue referred to in the table above were authorised
and are fully paid.
Share repurchase
Between April 2023 and November 2023, the Company repurchased a total of
28,678,158 of its shares from shareholders at a cost of £4.1m and these were
subsequently cancelled, resulting in share capital of £5.3m at 30 November
2023. The shares were purchased for a premium, and transaction costs were
incurred. Resulting in a reduction of retained earnings of £3.8m.
Own shares
Included in prior year total number of ordinary shares outstanding were 6,708
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 were treated as Own shares in the Company's Balance Sheet in
accordance with IAS 32. At 30 November 2022, the 6,708 shares were held at a
cost of £1.60 per share.
On 20 February 2023, the entire balance of own shares, 6,708 shares, was
disposed of for £1k. Thereafter, a residual cash balance on the SIP account
of £16k was transferred to the Company. Overall, a gain of £6k was
recognised in retained earnings.
13. Related party transactions
Transactions with related parties Amounts owed by related parties Amounts owed to related parties
2023 2022 2023 2022 2023 2022
£'000 £'000 £'000 £'000 £'000 £'000
Related party
DBAY Advisors Limited (208) 161 - 173 (35) -
Transactions with group undertakings Amounts owed by group undertakings Amounts owed to group undertakings
2023 2022 2023 2022 2023 2022
£'000 £'000 £'000 £'000 £'000 £'000
Group undertaking
Fixtaia Limited - - - - - (652)
During the prior year, the Company generated income from related party DBAY
Advisors Limited in the form of a monitoring fee, related to its investment in
Fixtaia of £173k. This amount was outstanding as at 30 November 2022. On 30
March 2023, the Investment Management Agreement was updated to provide for a
change in investing policy. On 30 March 2023, the balance receivable from DBAY
Advisors Limited of £173k was written off. The monitoring fee is now
recognised directly between Fixtaia and DBAY Advisors Limited.
During the year, DBAY Advisors Limited paid for expenses of £35k (2022:
£12k) on the behalf of the Company. This amount of £35k remains outstanding
at 30 November 2023 (2022: £nil).
The amount owed to Fixtaia as at 30 November 2022 of £652k represents the
outstanding consideration payable for the Company's investment in Fixtaia.
This balance of £652k was settled with Fixtaia in January 2023.
During the year, Fixtaia accrued performance fees of £694k (2022: £352k). No
performance fees were paid during the year and the balance outstanding at 30
November 2023 was £889k (2022: £195k).
The Company did not enter into any other related party transactions.
14. Capital commitments
At 30 November 2023, the Company had no commitments (2022: £Nil).
15. Contingent liabilities
At 30 November 2023, the Company had no contingent liabilities (2022: £Nil).
16. Subsequent events
On 19 December 2023, the Company sold its entire investment holding in Trifast
for £3.1m, realising a gain of £430k.
On 9 February 2024, the Company subscribed for £10.0m fixed rate unsecured
15.0% series A loan notes and payment in kind (PIK) notes issued by The Power
of Talent Midco Limited ("Midco"), to be redeemed no later than 9 February
2027. Midco is a special purpose company that ultimately owns the operating
companies in Nash Squared Group.
As at 25 March 2024, being the latest practicable date prior to the approval
of these financial statements, as part of the Second Buyback 35,825,529 shares
have now been repurchased, for an aggregate consideration of £4,929,393.57
all of which will be cancelled. The buyback will not be renewed at the AGM due
to be held on 9 May 2024.
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 The 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 Board of Directors of the Company
Company or LDG 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).
Fixtaia is the subsidiary investment vehicle. All investments are executed and
held in Fixtaia. Registered office is at 2nd Floor, Gaspé House, 66-72
Esplanade, St. Helier, JE1 1GH, Jersey
FY22 Financial Year ended 30 November 2022
FY23 Financial Year ended 30 November 2023
HY23 Six-month period ended 31 May 2023
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 £0.01 each in the capital of the Company
QCA Quoted Companies Alliance
QCA Governance Code QCA Corporate Governance Code for Small and Mid-Size Quoted Companies
published by the QCA
SIP Share Incentive Plan
Sectors
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