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REG - Logistics Dev Grp - Interim Results for six months ended 31 May 2023

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RNS Number : 0041L  Logistics Development Group PLC  31 August 2023

Logistics Development Group plc

 

(the "Company" and, with its subsidiaries , the "Group")

 

Interim Results for six months ended 31 May 2023

 

Logistics Development Group plc, the AIM-quoted investing company, announces
its unaudited interim results for the six months ended 31 May 2023.

 

Summary for the reporting period

 

During the period ending 31 May 2023, the Company, via its subsidiary Fixtaia
Limited ("Fixtaia"), made the following investments:

 

·      Acquisition of an approximately 9.1% see-through stake in SQLI
S.A. (ENXTPA: SQI) ("SQLI"), via Synsion TopCo, a private holding company of a
group of companies formed by DBAY Advisors Limited ("DBAY") specifically to
invest in SQLI. SQLI is a digital commerce and services agency. The investment
into Synsion TopCo was initially made by way of a €18.5m loan. Synsion TopCo
capitalised the loan in return for the issue of shares in Synsion TopCo and
made a repayment in cash of approximately €4.1m. At the period end the
number of Synsion TopCo shares held indirectly by the Company was 992,122,612,
representing 11.1% of Synsion TopCo shares, and corresponding to a see-through
stake in SQLI of approximately 9.1%.

 

·      Acquisition of c. 10.3% of the share capital of Alliance Pharma
Plc (AIM: APH LN) ("Alliance"). Alliance is an international healthcare group
founded in 1996 and headquartered in the United Kingdom. Alliance acquires,
markets and distributes consumer healthcare and prescription medicine
products. At the period end the number of Alliance shares held indirectly by
the Company was 55,593,562, representing 10.3% of Alliance's issued share
capital, for a consideration of £33.4m.

 

·      Acquisition of c. 0.1% of the share capital of Finsbury Foods
Group PLC (AIM: FIF LN) ("Finsbury"). Finsbury is a leading UK speciality
bakery manufacturer of cake, bread and morning goods for both the retail and
foodservice channels. At the period end the number of Finsbury shares held
indirectly by the Company was 11,763,979, representing 9.0% of Finsbury's
issued share capital, for a consideration of £9.3m.

 

·      Acquisition of c. 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. Trifast
has 34 locations within the UK, Asia, Europe and the USA. Trifast supply
components to over 5,000 companies globally across a wide range of industries.
At the period end the number of Trifast shares held indirectly by the Company
was 3,805,158 shares, representing 2.8% of Trifast's issued share capital, for
a consideration of £2.7m.

 

Underlying loss before tax and statutory loss before tax for the period was
£0.5m (31 May 2022: loss £0.8m). The loss was due to a loss on investments
at fair value in the current reporting period and a write off of other income
due to a change in the company's investment management agreement with its
Investment Manager, DBAY Advisors Limited.

On 28 March 2023, the buyback of 140,411,180 ordinary shares of £0.01 each
("ordinary shares") effected by the Company between 25 February 2022 and 6
April 2022 (the "Capital Reduction"), which had been approved by shareholders
on 6 March 2023, 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 28 March 2023. The Capital
Reduction became effective on 31 March 2023.

On 4 April 2023, following a special resolution passed by shareholders at the
General Meeting held on 6 March 2023, the Company announced the commencement
of a share buyback programme to purchase up to 112,352,944 ordinary shares,
representing approximately 20% of the Company's then issued share capital. The
share buyback will end no later than on the conclusion of the annual general
meeting of the Company in 2024, and the ordinary shares purchased under the
share buyback will be cancelled. During April 2023 and May 2023, the Company
repurchased a total of 7,998,538 ordinary shares in the market, for aggregate
consideration of £1,211,191.69, and thereafter 7,198,538 of these shares were
cancelled.

 

Key subsequent events

 

On 21 June 2023, the Group, issued a €649,000 loan to Synsion TopCo. On 27
June 2023, the loan was capitalised and new Synsion TopCo ordinary shares were
issued. The Group has a present indirect holding of 1,039,419,772 Synsion
TopCo shares, for a consideration of €15m.

The Group elected to receive the Alliance final dividend, payable on 18 July
2023, in shares and consequently received 1,362,033 new Alliance shares, to
bring the current holding, including post period trades, to 56,758,071
Alliance shares.

 

As at 30 August 2023, as part of the share buyback programme, 18,254,502
shares have now been repurchased, for aggregate consideration of
£2,705,497.01, all of which will be cancelled.

 

The Interim Results are also available to be viewed on, or downloaded from,
the Company's corporate website at www.ldgplc.com (http://www.ldgplc.com) .

 

 

Further 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) 02 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

 

 

 

Business strategy

 

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 2023, the Company
holds its investment portfolio indirectly 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 several 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 2023

 

Background

 

As at 31 May 2023, the Company holds its investment portfolio indirectly
through Fixtaia Limited, its wholly-owned subsidiary.

 

Summary of HY23 results

 

The Company reported an underlying loss before tax of £0.5m (31 May 2022:
loss before tax of £0.8m) in the period. On a statutory basis, the reported
loss before tax was £0.5m (31 May 2022: loss before tax of £0.8m). 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 0.10p (31 May
2022: loss of 0.12p).

 

Exceptional items

 

There were no exceptional items incurred during the reporting period or the
prior period.

 

Dividends

 

The Company did not pay a final dividend for the year ended 30 November 2022
and the Board has decided not to recommend an interim dividend payment.

 

Tax

 

For the six months to 31 May 2023, the Company has incurred tax losses and is
no longer part of a tax group (31 May 2022, the Company incurred tax losses).
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.

 

During the period, the Company increased its investment in Fixtaia Limited by
£25.0m and at the period end, the investment in Fixtaia Limited was revalued
to £59.0m (31 May 2022: £29.7m), incurring a fair value loss of £0.3m (31
May 2022: fair value loss of £0.3m), to reflect the fair value of Fixtaia
Limited as at 31 May 2023. 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 Loss

for the six months ended 31 May 2023

 

                                                                                 Six months    Six months ended

ended
31 May 2022

31 May 2023
                                                                                 Unaudited     Unaudited
                                                                          Notes  £'000         £'000
 Loss on investments measured at fair value through profit or loss - net  4      (332)         (299)
 Interest income                                                          2      447           -
 Other (loss)/income                                                      3      (173)         54

 Net finance cost                                                                (58)          (245)

 Administrative expenses                                                         (485)         (541)

 Loss from operating activities                                                  (543)         (786)

 Loss before tax                                                                 (543)         (786)

 Income tax charge                                                        7      -             -

 Total comprehensive loss for the period                                         (543)         (786)

 Earnings per share
 Basic loss                                                               8      (0.10p)       (0.12p)
 Diluted loss                                                             8      (0.10p)       (0.12p)

 

There are no items of other comprehensive income to be disclosed.

 

The above Statement of Comprehensive Loss 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 2023

 

                                                          31 May 2023   31 May 2022
                                                          Unaudited    Unaudited
                                                   Notes  £'000        £'000
 Assets
 Non-current assets
 Investments at fair value through profit or loss  4      59,006       29,701
                                                          59,006       29,701
 Current assets
 Other receivables                                 9      215          105
 Cash and cash equivalents                         10     52,087       81,731
 Amounts owed by group undertakings                9      -            54
                                                          52,302       81,890

 Total assets                                             111,308      111,591

 Liabilities
 Current liabilities
 Amounts owed to group undertakings                9      -            (652)
 Other payables                                    9      (363)        (231)
                                                          (363)        (883)

 Total liabilities                                        (363)        (883)
 Net assets                                               110,945      110,708

 Equity
 Share capital                                     11     5,546        5,618
 Own shares                                        11     -            (857)
 Retained earnings                                        105,399      105,947
 Total equity                                             110,945      110,708

 

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

 

31 August 2023

Director

Company Number: 08922456

 

 

 

 

Statement of Changes in Equity

for the six months ended 31 May 2023

 

                                       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               -              (157,476)      -           -                  (157,476)
 Transfer to retained earnings         -              -              -           157,476            157,476
 Share repurchase                      (1,404)        -              -           (21,046)           (22,450)

 Balance at 31 May 2022                5,618          -              (857)       105,947            110,708

                                       Share capital  Share premium  Own shares  Retained earnings  Total equity
                                       £'000          £'000          £'000       £'000              £'000
 Balance as at 1 December 2022         5,618          -              (11)        107,091            112,698

 Loss for the period                   -              -              -           (543)              (543)
 Disposal of own shares (see note 11)  -              -              11          (10)               1
 Share repurchase (see note 11)        (72)           -              -           (1,139)            (1,211)

 Balance at 31 May 2023                5,546          -              -           105,399            110,945

 

The above Statement of Changes in Equity should be read in conjunction with
the accompanying notes which form part of these extracts of the financial
statements.

 

 

Cash Flow Statement

for the six months ended 31 May 2023

 

                                                                                 Six months    Six months ended

ended
31 May 2022

31 May 2023
                                                                                 Unaudited     Unaudited
                                                                          Notes  £'000         £'000
 Cash flows from operating activities
 Loss for the period                                                             (543)         (786)

 Adjustments for:
 Loss on investments measured at fair value through profit or loss - net  4      332           299
 Interest income                                                          2      (447)         -
 Changes in:
 Other receivables                                                        9      (36)          8
 Other payables                                                           9      (41)          (58)
 Cash used in operating activities                                               (735)         (537)

 Cash flows from investing activities:
 Dividends received                                                              -             2,218
 Investment in subsidiary                                                 4      (25,000)      (30,000)
 Amounts owed from related undertakings                                   3      173           (54)
 Amounts owed to subsidiary                                                      (652)         652
 Net cash outflow from investing activities                                      (25,479)      (27,184)

 Cash flows from financing activities:
 Share repurchase                                                         11     (1,211)       (22,450)
 Disposal of own shares                                                   11     1             -
 Interest income                                                          2      447           -
 Net cash outflow from financing activities                                      (763)         (22,450)

 Decrease in cash and cash equivalents                                           (26,977)      (50,171)

 Cash and cash equivalents at the start of the financial period           10     79,064        131,902

 Cash and cash equivalents at the end of the financial period             10     52,087        81,731

 

The above 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 2023

 

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 2023 ("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 31 August 2023. The information for the period ended
31 May 2023 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 2022, 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 2023 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 2022 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 2023, 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 2022.

 

(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 bank balances and bank deposits, 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 has a single operating segment on a
continuing basis, namely investment in a portfolio of assets.

 

(g) 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 2023 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
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. Interest income

 

Interest income of £447k (31 May 2022: £nil) was generated from the
Company's deposit account held with Investec Bank Plc. The interest rate as at
31 May 2023 was 2.75%.

 

3. Other (loss)/income

 

Other losses of £173k (31 May 2022: income of £54k) is the reduction in the
management fee related to the investments held in Fixtaia Limited. On 30 March
2023, the Company's Investment Management policy was revised and the Board
agreed that the management fee will now be generated directly between Fixtaia
Limited and DBAY Advisors Limited, and not through the Company.

 

4. Investments at fair value through profit or loss

 

                              Fixtaia Limited
                              £'000
 1 December 2022              34,338
 Additions during the period  25,000
 Change in fair value         (332)
 31 May 2023                  59,006

 

 

Capital investments, by the Company into Fixtaia Limited, during the period:

 

                   Share allotment date  Amount invested  No. of shares allotted

 Investment date
                                         £'000
 11 January 2023   11 January 2023       5,000            50
 27 March 2023     27 March 2023         4,000            40
 30 March 2023     30 March 2023         10,000           100
 4 April 2023      4 April 2023          6,000            60
 Total                                   25,000           250

 

On 31 May 2023, the investment in Fixtaia Limited was revalued to £59,006k as
per the net asset value of Fixtaia Limited, resulting in the recognition of a
net revaluation loss of £332k during the period.

 

5. Exceptional items

 

There were no exceptional items incurred during the reporting period or during
the prior period.

 

6. Dividends

 

The Company did not pay a final dividend for the year ended 30 November 2022
and the Board has decided not to recommend an interim dividend payment.

 

7. Taxation

 

The Company did not recognise current and deferred income tax charge or
credit. The deferred tax asset of £604k (31 May 2022: £596k) 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.

 

8. 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 2023
31 May 2022
                                                         Unaudited         Unaudited
                                                         £'000             £'000
 Loss attributed to equity shareholders                  (543)             (786)

 Weighted average number of Ordinary Shares - Basic      561,038           652,324
 Weighted average number of Ordinary Shares - Diluted    561,038           652,324

 Basic loss per share for total operations               (0.10p)           (0.12p)
 Diluted loss per share for total operations             (0.10p)           (0.12p)

 

 

9. Financial assets and liabilities

 

                                                                31 May 2023  31 May 2022
                                                                Unaudited    Unaudited
                                                                £'000        £'000
 Financial assets at fair value through the profit or loss
 Investments at fair value through profit or loss               59,006       29,701
 Financial assets at amortised cost
 Amounts owed by group undertakings                             -            54
 Other receivables                                              215          105
 Total financial assets                                         59,221       29,860

 Financial liabilities at amortised cost
 Amounts owed to group undertakings                             -            (652)
 Other payables                                                 (363)        (231)
 Total financial liabilities                                    (363)        (883)

 Cash                                                           52,087       81,731
 Net cash/(debt)                                                52,087       81,079

 

All financial assets and liabilities can be liquidated 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 are comprised as follows:

 

                              31 May 2023  31 May 2022
                              Unaudited    Unaudited
                              £'000        £'000
 Other receivables
 Prepayments                  99           105
 Accrued interest receivable  116          -
 Total other receivables      215          105

 

Other payables are comprised as follows:

 

                                           31 May 2023  31 May 2022
                                           Unaudited    Unaudited
                                           £'000        £'000
 Other payables
 Accruals                                  239          184
 Trade creditors                           4            2
 Outstanding share repurchase settlements  120          -
 VAT                                       -            45
 Total other payables                      363          231

 

10. Cash and cash equivalents

 

The Company's cash and cash equivalents are comprised of bank accounts held
with the Royal Bank of Scotland and a deposit account held with Investec Bank.
The deposit account was opened during the period, in February 2023, and
interest is accrued daily and paid monthly. The interest rate as at 31 May
2023 was 2.75%.

 

 

11. Capital and reserves

 

                                              '000     £'000   £'000
 Ordinary shares in issue at 1 December 2022  561,765  5,618   (11)
 Disposal of own shares                       -        -       11
 Share repurchase                             (7,199)  (72)    -
 Ordinary shares in issue at 31 May 2023      554,566  5,546   -

 

During April and May 2023, the Company repurchased a total of 7,998,538 of its
shares, and of these shares, 7,198,538 were subsequently cancelled, resulting
in share capital balance of £5,546k from 31 May 2023. The shares were
purchased for a premium, resulting in a reduction of retained earnings of
£1,139k.

 

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 represented shares awarded to individuals who did
not meet the qualifying conditions.

 

On 20 February 2023, the entire remaining balance of own shares, 6,708 shares,
was disposed of. This resulted in a loss on disposal of £10k recognised in
retained earnings.

 

12. Significant non-cash transactions

 

No significant non-cash transactions took place in the reporting period of six
months to 31 May 2023.

 

13. Contingent liabilities

 

As at 31 May 2023, the Company has no contingent liabilities (31 May 2022:
nil).

 

14. Subsequent events

 

On 21 June 2023, the Group issued a €649,000 loan to Synsion TopCo. On 27
June 2023 the loan was capitalised and new Synsion TopCo ordinary shares were
issued. The Group has a present indirect holding of 1,039,419,772 Synsion
TopCo shares, for a consideration of €15m.

 

The Group elected to receive the Alliance final dividend, payable on 18 July
2023, in shares and consequently received 1,362,033 new Alliance shares, to
bring the current holding, including post period trades, to 56,758,071
Alliance shares.

 

As at 30 August 2023, as part of the share buyback programme, 18,254,502
shares have now been repurchased, for aggregate consideration of
£2,705,497.01, all of which will be cancelled.

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