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RNS Number : 5006B Logistics Development Group PLC 23 August 2024
Logistics Development Group plc
(the "Company" and, with its subsidiaries, the "Group")
Interim Results for six months ended 31 May 2024
Logistics Development Group plc, the AIM-quoted investing company, announces
its unaudited interim results for the six months ended 31 May 2024.
Summary for the reporting period
Fixtaia Limited ("Fixtaia") is the Company's wholly-owned subsidiary vehicle
for investments made by the Company. All references to investments are those
held by Fixtaia. Details of the investments held at 31 May 2024 are listed
below:
· Finsbury Food Group ("Finsbury") is a speciality bakery business,
producing and selling high-quality bread and cakes to food retailers and
foodservice markets across the UK and Europe. Its product portfolio consists
largely of either essential bakery products (e.g. organic & artisan bread,
buns & rolls) or event-related purchases (e.g. brand licensed celebration
cakes for parties, especially for children). The Company owns 27.5% of
Finsbury through its interest in Frisbee Bidco Limited (an entity ultimately
owned by funds managed by DBAY Advisors Limited ("DBAY")), the Company's
investment manager), which acquired Finsbury in a take-private transaction
that completed during November 2023.
· Alliance Pharma plc (AIM: APH LN) ("Alliance") is an international
healthcare group founded in 1996 and headquartered in the UK. Alliance
acquires, markets and distributes consumer healthcare and prescription
medicine products. At the period end the number of Alliance shares held by the
Company was 64,353,781. This represents 11.9% of Alliance's issued share
capital and was acquired for a consideration of £38.2m.
· SQLI S.A. (ENXTPA: SQI) ("SQLI") is a digital commerce and services
agency. The Company has a see- through stake in SQLI, held in Synsion TopCo
Limited ("Synsion") which is part of a group of private holding companies
formed by DBAY. At the period end the Company had a holding of 1,039,419,772
Synsion shares representing an indirect holding of 9.1% of SQLI.
· The Company made a partial divestment during the period of Mission
Group plc (AIM: TMG LN) ("Mission"). Mission operates a marketing agency and
focuses on new product development. The agency collective has more than 1,100
people in 28 locations over 3 continents. At the period end, the number of
Mission shares held by the Company was 8,258,549 shares, representing 8.95% of
Mission's issued share capital.
· On 19 December 2023, the Company sold its entire investment holding
in Trifast plc (AIM: TRI LN) ("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.
Underlying profit before tax and statutory profit before tax for the period
was £1.6m (31 May 2023: loss £0.5m). The profit was due to a gain on
investments at fair value in the current reporting period and interest income
derived from a deposit account.
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 programme concluded on 9 May 2024. A total of 37,414,326
ordinary shares were repurchased and cancelled throughout the programme, for
an aggregate consideration of £5.12m.
Key subsequent events
On 10 June 2024, the Company acquired 6,811,500 shares in Alliance for an
aggregate consideration of £2.4m and currently holds 13.2% of Alliance's
issued share capital.
On 14 June 2024 the Company sold 517,501 shares in Mission and on 10 July 2024
sold its remaining investment holding of 7,741,048 shares. The Company made an
overall realised gain of £0.6m on these disposals.
On 13 August 2024, the Company published a circular containing details of a
proposed on-market purchase of the Company's ordinary shares of £0.01 each in
the capital of the Company and the related proposed approval of a waiver under
Rule 9 of the City Code on Takeovers and Mergers, and a notice of a general
meeting of the Company (the "General Meeting"). The General Meeting will be
held at 10.00 a.m. on 4 September 2024 at the offices of DBAY UK Ltd at 5th
Floor, 1 Albemarle Street, London W1S 4HA.
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
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
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 2024, 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 2024
Background
As at 31 May 2024, the Company holds its investment portfolio indirectly
through Fixtaia Limited, its wholly-owned subsidiary.
Summary of HY24 results
The Company reported an underlying profit before tax of £1.6m (31 May 2023:
loss before tax of £0.5m) in the period. On a statutory basis, the reported
profit before tax was £1.6m (31 May 2023: loss before tax of £0.5m). The
reason for the profit before tax is due to a gain on investments at fair value
and interest income.
Earnings per share
Statutory basic and diluted earnings per share were a profit of 0.29p (31 May
2023: loss of 0.10p).
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 2023
and the Board has decided not to recommend an interim dividend payment.
Tax
For the six months to 31 May 2024, the Company has not recognised a current
tax expense provision due to tax losses brought forward. The Company had a
brought forward deferred tax asset of £565.6k which was reduced in the period
through a charge to the profit or loss of £77.2k to £488.4k (31 May 2023: no
current tax nor deferred tax asset recognised due to tax losses).
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
£10.0m and at the period end, the investment in Fixtaia Limited was revalued
to £66.8m (31 May 2023: £59.0m), incurring a fair value gain of £1.4m (31
May 2023: fair value loss of £0.3m), to reflect the fair value of the
underlying investments at 31 May 2024. 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 2024
Six months Six months ended
Ended 31 May 2023
31 May 2024
Unaudited Unaudited
Notes £'000 £'000
Gain /(loss) on investments measured at fair value through profit or loss - 4 1,371 (332)
net
Interest income 2 675 447
Other loss 3 - (173)
Net finance income/(cost) 2,046 (58)
Administrative expenses (422) (485)
Profit/(loss) from operating activities 1,624 (543)
Profit/(loss) before tax 1,624 (543)
Income tax charge 7 (77) -
Total comprehensive income/(loss) for the period 1,547 (543)
Earnings per share
Basic profit/(loss) 8 0.29p (0.10p)
Diluted profit/(loss) 8 0.29p (0.10p)
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 2024
31 May 2024 31 May 2023
Unaudited Unaudited
Notes £'000 £'000
Assets
Non-current assets
Investments at fair value through profit or loss 4 66,763 59,006
Deferred tax asset 7 488 -
67,251 59,006
Current assets
Other receivables 9 212 215
Cash and cash equivalents 10 31,938 52,087
32,150 52,302
Total assets 99,401 111,308
Liabilities
Current liabilities
Amounts owed to group undertakings 9 (9) -
Other payables 9 (366) (363)
(375) (363)
Total liabilities (375) (363)
Net assets 99,026 110,945
Equity
Share capital 11 5,244 5,546
Retained earnings 93,782 105,399
Total equity 99,026 110,945
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
22 August 2024
Director
Company Number: 08922456
Statement of Changes in Equity
for the six months ended 31 May 2024
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 - - 11 (10) 1
Share repurchase (72) - - (1,139) (1,211)
Balance at 31 May 2023 5,546 - - 105,399 110,945
Share capital Share premium Own shares Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000
Balance as at 1 December 2023 5,331 - - 93,182 98,513
Profit for the period - - - 1,547 1,547
Share repurchase (see note 11) (87) - - (947) (1,034)
Balance at 31 May 2024 5,244 - - 93,782 99,026
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 2024
Six months Six months
ended ended
31 May 2024 31 May 2023
Unaudited Unaudited
Notes £'000 £'000
Cash flows from operating activities
Profit/(loss) for the period 1,547 (543)
Income tax expense 77 -
Adjustments for:
(Gain)/loss on investments measured at fair value through profit or loss - net 4 (1,371) 332
Interest income 2 (675) (447)
Changes in:
Other receivables 85 (36)
Other payables 16 (41)
Cash used in operating activities (321) (735)
Cash flows from investing activities:
Investment in subsidiary 4 (10,000) (25,000)
Amounts owed from related undertakings 3 - 173
Amounts owed to subsidiary (26) (652)
Net cash outflow from investing activities (10,026) (25,479)
Cash flows from financing activities:
Share repurchase (1,034) (1,211)
Disposal of own shares - 1
Interest income 2 675 447
Net cash outflow from financing activities (359) (763)
Net decrease in cash and cash equivalents (10,706) (26,977)
Cash and cash equivalents at the start of the financial period 10 42,644 79,064
Cash and cash equivalents at the end of the financial period 10 31,938 52,087
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 2024
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 2024 ("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 2024. The information for the period ended
31 May 2024 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 2023, 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 2024 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 2023 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 2024, 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 2023.
(a) Fair value measurement - the fair value 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;
- 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 2024 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 ("Fixtaia") 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 as those of a
single economic entity.
(ii) Fair value of the investments - the Directors have recorded the current
period 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 31 May 2024. Given the take-private
transaction of Finsbury Food Group Plc ("Finsbury"), the Board have concluded
that the take-private valuation of 110p per Finsbury share is fair and
reasonable and should be retained at 31 May 2024 for Frisbee Topco Limited, in
line with the DBAY Advisors valuation policy.
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 accounts 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.
2. Interest income
Interest income of £675k (31 May 2023: £447k) was generated from the
Company's deposit account held with Investec Bank Plc. The interest rate as at
31 May 2024 was 3.75%.
3. Other (loss)/income
There was no other loss or income in the current period. In the prior period,
other losses of £173k are the reduction in the management fee related to the
investments held in Fixtaia. 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 and DBAY Advisors Limited, and
not through the Company.
4. Investments at fair value through profit or loss
At 1 December 2023 Additions during the period Change in fair value Total investments at 31 May 2024 Fair value level
£'000 £'000 £'000 £'000
Fixtaia Limited 55,392 10,000 1,371 66,763 3
Capital investments, by the Company into Fixtaia, during the period:
Share allotment date Amount invested No. of shares allotted
Investment date
£'000
7 February 2024 7 February 2024 10,000 100
Total 10,000 100
Fixtaia is the subsidiary vehicle where all investment transactions are
executed and held.
On 31 May 2024, the investment in Fixtaia was revalued to £66,763k as per the
net asset value of Fixtaia, resulting in the recognition of a net revaluation
gain of £1,371k during the period.
The Company's accounting policy on fair value measurement is disclosed in note
1. 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 net
asset value. 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.
On 19 December 2023, the Company sold its entire underlying investment holding
in Trifast Plc (AIM: TRI LN) for £3.1m, realising a gain of £0.4m.
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 2023
and the Board has decided not to recommend an interim dividend payment.
7. Taxation
In the prior period, the Company did not recognise a deferred income tax
charge or credit as the Board did not consider there was sufficient certainty
over its recovery.
During 2023 and the current period the Company held cash on deposit resulting
in significant income received. A deferred tax asset was brought forward from
30 November 2023 of £565.6k and in the period this was reduced by £77.2k to
£488.4k.
The income tax charge for the period included in the statement of
comprehensive income can be reconciled to profit before tax multiplied by the
standard rate of tax as follows:
31 May 2024 31 May 2023
£'000 £'000
Profit/(loss) before tax 1,624 (543)
Expected tax charge/(credit) based on an effective corporation tax rate of 25% 406 (103)
(2023: 19%)
Adjustments in respect of prior years 13
Effect of expenses not deductible in determining taxable profit 1 188
Effect of income not taxable in determining taxable profit (343) (85)
Income tax charge 77 -
The current effective UK corporation tax main rate for the financial period is
25%. 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. 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 2024 31 May 2023
Unaudited Unaudited
£'000 £'000
Profit/(loss) attributed to equity shareholders 1,547 (543)
Weighted average number of Ordinary Shares - Basic 528,210 561,038
Weighted average number of Ordinary Shares - Diluted 528,210 561,038
Basic profit/(loss) per share for total operations 0.29p (0.10p)
Diluted profit/(loss) per share for total operations 0.29p (0.10p)
9. Financial assets and liabilities
31 May 2024 31 May 2023
Unaudited Unaudited
£'000 £'000
Financial assets at fair value through the profit or loss
Investments at fair value through profit or loss 66,763 59,006
Financial assets at amortised cost
Other receivables 212 215
Total financial assets 66,975 59,221
Financial liabilities at amortised cost
Amounts owed to group undertakings (9) -
Other payables (366) (363)
Total financial liabilities (375) (363)
Cash 31,938 52,087
Net cash/(debt) 31,938 52,087
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 2024 31 May 2023
Unaudited Unaudited
£'000 £'000
Other receivables
Prepayments 110 99
Accrued interest receivable 102 116
Total other receivables 212 215
Other payables are comprised as follows:
31 May 2024 31 May 2023
Unaudited Unaudited
£'000 £'000
Other payables
Accruals 327 239
Trade creditors 39 4
Outstanding share repurchase settlements - 120
Total other payables 366 363
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.
Interest on the deposit account is accrued daily and paid monthly. The
interest rate as at 31 May 2024 was 3.75%.
11. Capital and reserves
No. of shares Called up share capital
'000 £'000
Ordinary shares in issue at 1 December 2023 533,086 5,331
Share repurchase (8,736) (87)
Ordinary shares in issue at 31 May 2024 524,350 5,244
In the period from 1 December 2023 to 9 May 2024, the Company repurchased
8,455,757 shares, and 8,736,168 shares were cancelled, resulting in share
capital balance of £5,244k from 31 May 2024. The shares were purchased for a
premium and incurred costs in the form of commission and levies, resulting in
a reduction of retained earnings of £947k.
Overall, through the share buyback programme that commenced on 4 April 2023
and concluded on 9 May 2024, a total of 37,414,326 ordinary shares were
repurchased and cancelled, for aggregate consideration of £5,116k.
12. Significant non-cash transactions
No significant non-cash transactions took place in the reporting period of six
months to 31 May 2024.
13. Contingent liabilities
As at 31 May 2024, the Company has no contingent liabilities (31 May 2023:
nil).
14. Subsequent events
On 10 June 2024, the Company acquired 6,811,500 shares in Alliance for an
aggregate consideration of £2.4m and currently holds 13.16% of Alliance's
issued share capital.
On 14 June 2024 the Company sold 517,501 shares in Mission and on 10 July 2024
sold its remaining investment holding of 7,741,048 shares. The Company made an
overall realised gain of £0.6m on these disposals.
On 13 August 2024, the Company published a circular containing details of a
proposed on-market purchase of the Company's ordinary shares of £0.01 each in
the capital of the Company and the related proposed approval of a waiver under
Rule 9 of the City Code on Takeovers and Mergers, and a notice of a general
meeting of the Company (the "General Meeting"). The General Meeting will be
held at 10.00 a.m. on 4 September 2024 at the offices of DBAY UK Ltd at 5th
Floor, 1 Albemarle Street, London W1S 4HA.
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