REG - Logistics Dev Grp - Results of General Meeting

Logistics DevelopmentAnnouncement

31/01/2022 15:50

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RNS Number : 1997A  Logistics Development Group PLC  31 January 2022

31 January 2022

 

Logistics Development Group plc

(or "LDG" or the "Company")

Results of General Meeting

LDG is pleased to announce that, at a general meeting of the Company's
shareholders held earlier today (the "General Meeting"), the resolutions, as
set out in the Notice of General Meeting dated 14 January 2022, were duly
passed by shareholders by way of a poll. Full details of the voting at the
General Meeting are set out in the table below.

Amendment to the Investing Policy

In accordance with today's vote, the Company will continue to operate as an
AIM-quoted investing company managed by DBAY Advisers Limited in accordance
with the Revised Investing Policy. The investment objectives of the Company
remain unchanged and the Company will continue to aim to provide its
shareholders with attractive total returns achieved through capital
appreciation and, when prudent, shareholder distributions and dividends in
line with its dividend policy. The Revised Investing Policy can be found on
the Company's website at https://www.ldgplc.com/.

Capital Reduction

An application will be made to the Court to confirm and approve the Capital
Reduction, which has been approved as a special resolution by shareholders at
the General Meeting. It is anticipated that the directions hearing and the
confirmation hearing will be held on 11 February 2022 and 22 February 2022,
respectively. Shareholders should note that these dates are subject to change
depending on the Court's timetable.

As set out in paragraph 5 of Part I of the circular published by the Company
on 14 January 2022 (the "Circular"), it is proposed that the distributable
reserves that arise as a result of the Capital Reduction will be used by the
Company to finance an on-market purchase of up to 20 per cent. of the
Company's issued share capital (the "Share Buyback").

Share Buyback and Waiver of Rule 9 of the Takeover Code

Following completion of the Capital Reduction, the Company intends to commence
the Share Buyback, as approved by Shareholders at the General Meeting.
Shareholders should note that the Board reserves the right to decide how much
of the Company's issued share capital will be repurchased under Share Buyback
Authority, and may decide to discontinue the Share Buyback entirely in the
event that the Board decides that it would not be in the best interests of the
Company and its shareholders as a whole for the Company to undertake or
continue the Share Buyback, at the relevant time.

The Company has successfully applied for and received a waiver from the Panel
of the requirement for the Concert Party to make a mandatory offer under Rule
9 of the City Code on Takeovers and Mergers as a result of the exercise of the
Share Buyback Authority (the "Panel Waiver"). The Panel Waiver was subject to
Independent Shareholders approving the Whitewash Resolution by way of a poll
at the General Meeting. As more than 50 per cent. of the votes were cast in
favour, the Whitewash Resolution was duly passed by the Independent
Shareholders by way of poll at the General Meeting.

The Concert Party comprises the DBAY Funds and those acting, or deemed to be
acting, in concert with it, as more fully described in paragraph 4(a) of Part
I (Letter from the Chairman of Logistics Development Group plc) of the
Circular.

As of today, members of the Concert Party have an interest in LDG shares
equating to an aggregate of 32.90 per cent. of the issued share capital of the
Company. If the maximum number of LDG shares are bought back by the Company
pursuant to the Share Buyback Authority and assuming the Concert Party does
not participate in the Share Buyback and no further LDG shares are issued by
the Company, then the Concert Party would, in aggregate, hold interests in LDG
shares carrying a maximum of 41.12 per cent. of the issued share capital of
the Company, as set out in the table below.

 Name of ultimate beneficial owner  Number of LDG shares held  Current percentage of the issued share capital of the Company (%)  Maximum percentage of the issued share capital of the Company* (%)
 DBAY Fund II                       27,025,969                 3.85                                                               4.81
 DBAY Fund II Cayman                8,419,779                  1.20                                                               1.50
 DBAY Fund III                      153,996,143                21.93                                                              27.41
 Colin Kingsnorth                   11,838,807                 1.69                                                               2.11
 Alex Paiusco                       9,722,790                  1.38                                                               1.73
 David Morrison                     5,000,000                  0.71                                                               0.89
 Saki Riffner                       4,532,339                  0.65                                                               0.81
 William Stobart                    3,889,844                  0.55                                                               0.69
 Mike Branigan                      2,745,072                  0.39                                                               0.49
 Andrew Pegge                       1,838,807                  0.26                                                               0.33
 Mike Haxby                         1,290,347                  0.18                                                               0.23
 Peter Nixon                        706,467                    0.10                                                               0.13
 Total                              231,006,384                32.90                                                              41.12

* Assuming 140,441,180 LDG shares are acquired pursuant to the Share Buyback
Authority and the Concert Party does not participate in the Share Buyback and
no further LDG shares are issued by the Company.

Voting at the General Meeting

The results of the poll are set out below.

 No.  Resolution                    In favour           Against           Total votes cast as a % of issued share capital  Votes withheld
      Votes                                      %      Votes      %
 1.   Investing Policy Resolution   268,945,762  99.95  142,028    0.05   38.32                                            5,708,073
 2.   Share Buyback Resolution      265,998,095  96.94  8,382,950  3.06   39.07                                            414,818
 3.   Whitewash Resolution          43,746,741   82.08  9,553,663  17.92  7.59                                             216,256,653
 4.   Capital Reduction Resolution  268,911,428  99.94  154,035    0.06   38.32                                            5,730,400

 

The full text of the resolutions above are set out in the Notice of General
Meeting dated 14 January 2022. The Capital Reduction Resolution was proposed
as a special resolution.

As at 27 January 2022, the Company's issued share capital consisted of
702,205,900 ordinary shares, carrying one vote per share, with no LDG shares
held by the Company in treasury. In accordance with LDG's Articles of
Association, on a poll every member present in person or by proxy has one vote
for every LDG share held.

In accordance with the terms of the Panel Waiver, only Independent
Shareholders were entitled to vote on the Whitewash Resolution. Therefore, any
votes by members of the Concert Party in respect of the Whitewash Resolution
were not taken into account. Votes withheld are not votes in law and therefore
have not been counted in the calculation of the proportion of the votes for
and against any resolution. Link Group was appointed as the scrutineer for
vote-taking at the General Meeting.

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the Circular.

For 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) 20 7409 3494

 (Financial and Nominated Adviser)

 James Spinney

 James Dance

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

 (Broker)

 Gary Clarence

 Harry Hargreaves

 

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