REG - Logistics Dev Grp - Interim Results for six months ended 31 May 2022
26/08/2022 07:00
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RNS Number : 2905X Logistics Development Group PLC 26 August 2022
26 August 2022
Logistics Development Group plc
(the "Company")
Interim Results for six months ended 31 May 2022
Logistics Development Group plc, the AIM-quoted investing company, announces
its unaudited interim results for the six months ended 31 May 2022.
Summary for the reporting period
· On 9 December 2021, Peter Nixon, an experienced chartered
accountant, was appointed to the Board as a non-executive director and member
of the Audit Committee and Remuneration Committee, replacing Saki Riffner who
resigned on the same date.
· On 14 January 2022, the Company received an interim dividend
distribution of £2.2m from Marcelos Limited which reflected expected final
value in the Marcelos Limited investment at the time, and as a result the
Company's investment in Marcelos Limited was revalued to £nil (see Subsequent
events section and Note 2 regarding dividend receipts from Marcelos Limited).
· On 22 February 2022, following a special resolution by
shareholders at the General Meeting, the Company underwent a capital reduction
whereby the share premium was reduced to £nil. Subsequent to the capital
reduction, the Company commenced a share buyback programme. During March and
April 2022, the Company repurchased a total of 140,441,180 ordinary shares in
the market and thereafter these shares were cancelled.
· It was announced on 10 March 2022 that 1,000,000 ordinary shares
had been acquired in CareTech Holdings PLC ("CareTech"). An additional 974,130
ordinary shares in CareTech were purchased on 10 March 2022 and so as at 31
May 2022 the Company held, via its wholly owned subsidiary Fixtaia Limited,
1,974,130 shares in CareTech.
· On 4 April 2022 the Company announced that DBAY Advisors Limited
("DBAY"), the Company's investment manager, had made an indicative proposal to
CareTech regarding a possible all cash offer for CareTech at 750 pence per
CareTech share (the "Possible Offer"). The Possible Offer announcement was
released further to the PUSU deadline being extended in relation to a possible
offer by a consortium formed by Sheikh Holdings Group (Investments) Limited
("Sheikh Holdings") at 725 pence per CareTech Share, as announced on 1 April
2022. Sheikh Holdings announced its possible offer on 7 March 2022.
· As at the period end, the Company revalued its CareTech
investment held in Fixtaia Limited to £29.7m (thus incurring a £0.3m loss)
to reflect the fair value of Fixtaia Limited, based on a CareTech share price
on 31 May 2022 of 705 pence.
· On 27 June 2022, Amalfi Bidco Limited (a consortium formed by
Sheikh Holdings) announced a recommended cash offer (with a partial rollover
alternative) for CareTech, at a price of 750 pence per CareTech share, with a
Court Meeting and General Meeting in respect of the Scheme of Arrangement
expected to be held on 8 September 2022.
· Underlying loss before tax(1) for the period was £0.8m (2021:
profit £21.5m) before exceptional items of £nil (2021: £0.1m). Statutory
loss before tax was £0.8m (2021: profit £21.6m). The significant decrease in
profitability was due to a small loss on investments at fair value in the
current reporting period being compared to a significant comparative period
gain on investment at fair value following the sale of Marcelos' investment in
GreenWhiteStar Acquisitions Limited ("GWSA").
Subsequent events
· On 28 June 2022, DBAY confirmed that, further to its announcement
of 4 April 2022, it did not intend to make an offer for CareTech.
· In July 2022, the Company was advised that it is expected to
receive a further interim dividend distribution of £0.7m from Marcelos
Limited arising from the sale of its investment in GWSA in the prior reporting
period.
· On 18 August 2022, the Company purchased 3,700,000 million shares
in Finsbury Food Group PLC, a leading UK speciality bakery manufacturer of
cake, bread and morning goods for both the retail and foodservice channels, at
a price of 69.5 pence per share.
1 Underlying profit before tax is defined as profit before tax adding back
exceptional items.
The Interim Results are also available to be viewed on, or downloaded from,
the Company's corporate website at www.ldgplc.com.
Further 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) 02 7409 3494
(Financial and Nominated Adviser)
James Dance / James Spinney
Investec Bank plc +44 (0) 20 7597 5970
(Broker)
Gary Clarence / Harry Hargreaves
Business update
During the prior reporting period, the Company disposed of its investment in
GWSA which was held through the Company's 49% stake in Marcelos Limited. GWSA
is the holding company for the Eddie Stobart, The Pallet Network, iForce,
Eddie Stobart Europe and The Logistics People businesses. In the current
reporting period, the Company has been notified that a further dividend of
£0.7m is expected to be received in regard of that disposal and this
represents the final amount receivable in respect of the disposal.
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 investments
is in line with the strategy of the Company. As at 31 May 2022, the Company
holds its investment of 1,974,130 shares in CareTech through Fixtaia Limited,
a wholly owned subsidiary of the Company.
Outlook and investment update
The Board has been informed by DBAY Advisors Limited, the Company's Investment
Manager, that it is reviewing a number of investment opportunities, and the
Board and Investment Manager remain committed to generating attractive
investment returns for all LDG shareholders.
Interim Review for the six months ended 31 May 2022
Background
As at 31 May 2022, the Company holds its investment of 1,974,130 shares in
CareTech through its wholly owned subsidiary Fixtaia Limited, which it
acquired in early March 2022.
Summary of HY22 results
The Company reported an underlying loss before tax of £0.8m (2021: profit
before tax of £21.5m) in the period before exceptional items of £nil (2021:
£0.1m). On a statutory basis, the reported loss before tax was £0.8m (2021:
profit before tax of £21.6m). The reason for the loss before tax is due to a
loss on investments at fair value.
Earnings per share
Statutory basic and diluted earnings per share were a loss of 0.12p (2021:
profit of 4.2p).
Exceptional items
There were no exceptional items incurred during the reporting period. In the
prior period, the Company recognised income of £90k in relation to the VAT
refund associated with the 2019 disposal of GWSA.
Dividends
The Company did not pay a final dividend for the year ended 30 November 2021
and the Board has decided not to recommend an interim dividend payment.
Tax
For the six months to 31 May 2022, the Company has incurred tax losses and is
no longer part of a tax group. Therefore, the Company did not recognise
current and deferred assets as the Directors do not consider that there is
sufficient certainty over the recovery of these assets.
Accounting matters
Investment in Fixtaia Limited
At the reporting date, the Company had a significant investment in Fixtaia
Limited, which it wholly owns. The Directors have elected to measure
investments held at fair value through profit or loss.
The Company's investment in CareTech is held in Fixtaia Limited, the Company
has revalued its investment in Fixtaia Limited to £29.7m, thus incurring a
loss of £0.3m, to reflect the fair value of Fixtaia Limited as at 31 May 2022
based on a CareTech share price of 705 pence. The Directors believe that
measuring the value of Fixtaia Limited using its net asset value at the period
end represents the most suitable valuation methodology.
Statement of Comprehensive Income
for the six months ended 31 May 2022
Six months Six months ended
ended
31 May 2021
31 May 2022
Unaudited Unaudited
Notes £'000 £'000
(Loss)/gain on investments measured at fair value through profit or loss - net 2 (299) 22,175
Other income 54 -
Net finance (cost)/income (245) 22,175
Administrative expenses: before exceptional items (541) (657)
Administrative expenses: exceptional items 3 - 90
Total administrative expenses (541) (567)
(Loss)/profit from operating activities (786) 21,608
(Loss)/profit before tax (786) 21,608
Income tax charge 5 - -
Total comprehensive (loss)/income for the period (786) 21,608
Earnings per share
Basic (loss)/|profit 6 (0.12p) 4.2p
Diluted (loss)/|profit 6 (0.12p) 4.2p
There are no items of other comprehensive income to be disclosed.
The above Statement of Comprehensive Income should be read in conjunction with
the accompanying notes which form part of these extracts of the financial
statements.
Statement of Financial Position
as at 31 May 2022
31 May 2022 31 May 2021
Unaudited Unaudited
Notes £'000 £'000
Assets
Non-current assets
Investments at fair value through profit or loss 2 29,701 64,023
29,701 64,023
Current assets
Other receivables 7 105 88
Cash and cash equivalents 81,731 7,943
Amounts owed by group undertakings 7 54 -
81,890 8,031
Total assets 111,591 72,054
Liabilities
Current liabilities
Amounts owed to group undertakings 7 (652) (910)
Other payables 7 (231) (247)
(883) (1,157)
Total liabilities (883) (1,157)
Net assets 110,708 70,897
Equity
Share capital 8 5,618 7,022
Share premium 8 - 157,439
Own shares (857) (857)
Retained earnings 105,947 (92,707)
Total equity 110,708 70,897
The above Statement of Financial Position should be read in conjunction with
the accompanying notes which form part of these extracts of the financial
statements.
Signed on behalf of the Board on
A J Collins
25 August 2022
Director
Company Number: 08922456
Statement of Changes in Equity
for the six months ended 31 May 2022
Share capital Share premium Own shares Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000
Balance as at 1 December 2020 3,793 146,002 (2,611) (114,075) 33,109
Profit for the period - - - 21,608 21,608
Issue of share capital 3,229 12,951 - - 16,180
Transfers - (1,514) 1,754 (240) -
Balance at 31 May 2021 7,022 157,439 (857) (92,707) 70,897
Share capital Share premium Own shares Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000
Balance as at 1 December 2021 7,022 157,476 (857) (29,697) 133,944
Loss for the period - - - (786) (786)
Share premium reduction (see note 8) - (157,476) - - (157,476)
Transfer to retained earnings - - - 157,476 157,476
Share repurchase (see note 8) (1,404) - - (21,046) (22,450)
Balance at 31 May 2022 5,618 - (857) 105,947 110,708
Cash Flow Statement
for the six months ended 31 May 2022
Six months ended Six months ended
31 May 2022 31 May 2021
Unaudited Unaudited
Notes £'000 £'000
Cash flows from operating activities
Loss/(profit) for the period (786) 21,608
Adjustments for:
Loss/(gain) on investments measured at fair value through profit or loss - net 2 299 (22,175)
Changes in:
Other receivables 7 (46) (60)
Other payables 7 594 (1,937)
Cash generated from/(used in) operating activities 61 (2,564)
Cash flows from investing activities:
Dividends received 2 2,218 -
Investment in subsidiary 2 (30,000) (6,000)
Net cash outflow from investing activities (27,782) (6,000)
Cash flows from financing activities:
Issue of share capital - 16,180
Repayment of related party loan - (325)
Share repurchase 8 (22,450) -
Net cash (outflow)/inflow from financing activities (22,450) 15,855
(Decrease)/increase in cash and cash equivalents (50,171) 7,291
Cash and cash equivalents at the start of the financial period 131,902 652
Cash and cash equivalents at the end of the financial period 81,731 7,943
The above Statement of Changes in Equity and Cash Flow Statement should be
read in conjunction with the accompanying notes which form part of these
extracts of the financial statements.
Notes to the Financial Statements
for the six months ended 31 May 2022
1. General information
The Directors of Logistics Development Group plc (the "Company") present their
interim report and the unaudited financial statements for the period ended 31
May 2022 ("Interim Financial Statements"). The Company is a public company
limited by shares and incorporated and domiciled in the UK. Its registered
address is 3 More London Riverside, 4(th) Floor, London, SE1 2AQ.
The Interim Financial Statements have not been audited and were approved by
the Board of Directors on 25 August 2022. The information for the period ended
31 May 2022 does not constitute statutory accounts within the meaning of
section 434 of the Companies Act 2006. The Interim Financial Statements should
be read in conjunction with the annual financial statements for the year ended
30 November 2021, which were prepared in accordance with International
Financial Reporting Standards ("IFRS") in conformity with the requirements of
the Companies Act 2006. Those accounts have been reported on by the Company's
auditors and delivered to the Registrar of Companies. The report of the
auditors was (i) unqualified and (ii) did not contain a statement under
section 498(2) or (3) of the Companies Act 2006.
The Interim Financial Statements are prepared in accordance with IFRS and
those parts of the Companies Act 2006 applicable to companies reporting under
IFRS.
Basis of preparation
The Interim Financial Statements for the period ended 31 May 2022 have been
prepared in accordance with accounting standard IAS 34 Interim Financial
Reporting.
The Interim Financial Statements do not include all the notes of the type
normally included in an annual financial report. Accordingly, this report is
to be read in conjunction with the annual report for the year ended 30
November 2021 and any public announcements made by the Company during the
interim reporting period.
The Interim Financial Statements are presented in pounds sterling, rounded to
the nearest thousand, unless otherwise stated. They have been 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.
At the reporting date of 31 May 2022, the Company has no consolidating
subsidiaries and, as such, no consolidated financial statements have been
presented. The Interim Financial Statements therefore present company only
information for the current and comparative periods.
Going concern
The Directors expect 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. Consequently, the Directors of the Company continue to
adopt the going concern basis of accounting in preparing the annual financial
statements.
Accounting policies
The accounting policies adopted in the preparation of the Interim Financial
Statements are consistent with those applied in the preparation of the
Company's financial statements for the year ended 30 November 2021.
(a) Fair value measurement - 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;
- Level 3: Unobservable inputs (i.e. not derived from market data and may
including 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 in which 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 they
relate 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 now 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 - transfer of shares from the trust to employees is
treated as a realised loss and recognised as a deduction from the retained
earnings reserve.
New and amended standards adopted by the Company
There are no IFRS standards or IFRIC interpretations that are mandatory for
the period ending 31 May 2022 that have a material impact on the financial
statements of the Company.
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 - the Company has elected to measure its
investment in its wholly owned subsidiary Fixtaia Limited as an equity
investment at fair value through profit and loss. The election is taken on the
basis of the Company being classified as an investment entity per IFRS 10.
The criteria which define an investment entity under IFRS 10 are, as follows:
- An entity that obtains funds from one or more investors for the purpose of
providing those investors with investment services;
- An entity that commits to its investors that its business purpose is to
invest funds solely for returns from capital appreciation, investment income
or both; and
- An entity that measures and evaluates the performance of substantially all
of its investments on a fair value basis.
The Company is an Investing company on AIM with an investment manager in
place. The strategy of the Company as an Investing company is to generate
value though holding investments for the short to medium term. In addition,
the most likely exit strategy for the Company's investments would be a sale of
its subsidiary (or that the subsidiary itself would enter into a sale
agreement), which is a further indication that the Company itself is an
investment entity. Therefore, the Directors have concluded that the Company is
an investment entity and believe that the fair value method of accounting for
the investments is in line with the strategy of the Company.
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 Limited as those
of a single economic entity.
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.
2. Investments at fair value through profit or loss
Marcelos Limited Fixtaia Limited Total Unaudited
£'000 £'000 £'000
1 December 2021 2,218 - 2,218
Dividends received (2,218) - (2,218)
Additions during the period - 30,000 30,000
Change in fair value - (299) (299)
31 May 2022 - 29,701 29,701
As at the prior year end 30 November 2021, the Company's investment in
Marcelos Limited was revalued to £2,218k as a result of a dividend proposed
to be paid to the Company from Marcelos Limited in 2022. This dividend of
value £2,218k was received on 14 January 2022 and was offset against the
investment, resulting in an investment carrying value of £nil as at 31 May
2022.
On 7 March 2022, the Company acquired 100% of the share capital, consisting of
1 share of £1.00, of Fixtaia Limited, a company incorporated in Jersey, for
consideration of £1.00. On 21 March 2022, the Company purchased 300
additional shares in Fixtaia Limited for cash consideration of £30,000k to
enable the Company to buy CareTech shares for a total consideration of
£13,133k. On 31 May 2022, the investment in Fixtaia Limited was revalued to
£29,701k as per the net asset value of Fixtaia Limited, resulting in a net
revaluation loss of £299k.
3. Exceptional items
There were no exceptional items incurred during the reporting period. In the
prior period, the Company recognised income of £90k in relation to
exceptional charges with respect to the fund-raising activities concluded in
December 2020.
4. Dividends
The Company did not pay a final dividend for the year ended 30 November 2021
and the Board has decided not to recommend an interim dividend payment.
5. Taxation
The Company did not recognise current and deferred income tax charge or
credit. The deferred tax asset of £596k (2021: £363k) was not recognised as
the Directors do not consider that there is sufficient certainty over its
recovery. This unrecognised asset can be carried forward indefinitely.
6. Earnings per share
Basic earnings per share amounts are calculated by dividing profit/(loss) for
the period attributable to ordinary equity holders of the Company by the
weighted average number of ordinary shares outstanding during the 6 months to
the period end.
Diluted earnings per share amounts are calculated by dividing the
profit/(loss) 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 does not hold any dilutive instruments to be included in the
calculation.
Six months ended Six months ended
31 May 2022 31 May 2021
Unaudited Unaudited
£'000 £'000
(Loss)/profit attributed to equity shareholders (786) 21,608
Weighted average number of Ordinary Shares - Basic 652,324 514,683
Weighted average number of Ordinary Shares - Diluted 652,324 514,683
Basic (loss)/profit per share for total operations (0.12p) 4.2p
Diluted (loss)/profit per share for total operations (0.12p) 4.2p
7. Financial assets and liabilities
31 May 2022 31 May 2021
Unaudited Unaudited
£'000 £'000
Financial assets at fair value through the profit or loss
Investments at fair value through profit or loss 29,701 64,023
Financial assets at amortised cost
Amounts owed by group undertakings 54 -
Other receivables 105 88
Total financial assets 29,860 64,111
Financial liabilities at amortised cost
Amounts owed to group undertakings (652) (910)
Other payables (231) (247)
Total financial liabilities (883) (1,157)
Cash 81,731 7,943
Net cash/(debt) 81,079 7,033
All financial assets and liabilities mature within one year. The fair value of
those assets and liabilities approximates their book value. The net
cash/(debt) figure above reflects the net of cash and related party
borrowings.
Other receivables represent prepayments. Other payables include accruals of
£184k (2021: £178k).
8. Capital and reserves
No of shares Share capital Share premium Own shares
'000 £'000 £'000 £'000
Ordinary shares in issue at 1 December 2021 702,206 7,022 157,476 (857)
Share premium reduction - - (157,476) -
Share repurchase (140,441) (1,404) - -
Ordinary shares in issue at 31 May 2022 561,765 5,618 - (857)
On 22 February 2022, the Company underwent a capital reduction whereby there
was as a reduction in share premium of £157,476k which was transferred to
retained earnings, resulting in share premium of £nil.
Subsequently, during March and April 2022, the Company repurchased a total of
140,441,180 of its shares from shareholders and these shares were then
cancelled, resulting in a reduction in share capital to £5,618k from 8 April
2022. The shares were repurchased for a premium, and transaction costs were
incurred, resulting in a reduction of retained earnings of £21,046k.
The Own shares reserve was created at the inception of company share award
plans and the shares were held in an employee benefit trust. On 9 December
2019, the Company cancelled all of its share award plans; the Long-term
incentive plan (LTIP) and Share incentive plan (SIP). The balance remaining in
the employee benefit trust represents shares awarded to individuals who did
not meet the qualifying conditions and these shares will now be dealt with by
the trustees in accordance with the scheme rules and accepted accounting
practise. During the reporting period, the reserve remained at £857k.
9. Significant non-cash transactions
No significant non-cash transactions took place in the reporting period of six
months to 31 May 2022.
10. Contingent liabilities
As at 31 May 2022, the Company has no contingent liabilities (2021: nil).
11. Subsequent events
On 28 June 2022 DBAY confirmed that, further to its announcement of 4 April
2022, it did not intend to make an offer for CareTech.
In July 2022, the Company was advised that it is expected to receive an
interim dividend distribution from Marcelos Limited for the amount of £0.7m.
On 18 August 2022 the Company purchased 3,700,000 shares in Finsbury Food
Group PLC at a price of 69.5 pence per share.
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