REG - Logistics Dev Grp - Finsbury Food Group Investment - Update

Logistics DevelopmentAnnouncement

21/09/2023 07:00

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RNS Number : 1322N  Logistics Development Group PLC  21 September 2023

21 September 2023

Logistics Development Group plc

("LDG", the "Company" or, with its subsidiaries, the "Group")

Finsbury Food Group Investment - Update

 

LDG notes that the boards of Frisbee Bidco Limited ("Bidco") and Finsbury Food
Group plc ("Finsbury") have reached an agreement on the terms of a recommended
cash offer ("Cash Offer"), at 110p per ordinary share of 1p each in the
capital of Finsbury ("Finsbury Shares"), valuing Finsbury at £143.4 million,
to be made by Bidco for the entire issued share capital of Finsbury, other
than the Finsbury Shares held by funds managed by DBAY Advisors Limited
("DBAY"), the Company's investment manager (the "Acquisition" or the "Offer").
The Acquisition is intended to be implemented by means of a Court-sanctioned
scheme of arrangement.

LDG is interested in 11,763,979 Finsbury Shares, representing approximately
9.02% of Finsbury's issued share capital. Pursuant to LDG's discretionary
investment management agreement with DBAY, LDG's Finsbury Shares are deemed to
be part of the Finsbury Shares held by funds managed by DBAY, and consequently
LDG is deemed to be acting in concert with DBAY for the purposes of the Offer.

Under the terms of the Offer, if completed, funds managed by DBAY will be
issued unlisted, non-transferrable, voting ordinary shares in Bidco in
consideration for each scheme share held (the "Bidco A Shares"). Accordingly,
LDG would receive 11,763,979 Bidco A Shares in exchange for its Finsbury
shareholding.

As an alternative to the Cash Offer, Finsbury shareholders (other than DBAY
funds) may elect to receive an unlisted, non-transferrable, non-voting B
ordinary share in Bidco for each scheme share held in Finsbury (the "Bidco B
Shares") (the "Alternative Offer").

Bidco A Shares and Bidco B Shares will be allotted and issued credited as
fully paid and, other than voting rights, will rank pari passu in all
respects, including the right to receive and retain dividends and other
distributions declared.

Bidco was formed for the purposes of the Acquisition and is an entity owned
entirely by funds managed by DBAY.

For the 53 weeks period ending 2 July 2022 Finsbury reported a pre-tax profit
of £17.0 million. As at, 31 December 2022, Finsbury reported net assets of
£121.3 million.

A link to the full announcement made by Finsbury is set out below:

https://www.londonstockexchange.com/news-article/FIF/recommended-acquisition-of-finsbury-food-group/16131410
(https://www.londonstockexchange.com/news-article/FIF/recommended-acquisition-of-finsbury-food-group/16131410)

 

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)

 Richard Johnson

 James Dance

 Abigail Wennington
 Investec Bank plc                   +44 (0) 20 7597 5970

 (Broker)

 Gary Clarence

 Harry Hargreaves

 

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