REG - Logistics Dev Grp - Results of General Meeting

Logistics DevelopmentAnnouncement

06/03/2023 14:30

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RNS Number : 0456S  Logistics Development Group PLC  06 March 2023

6 March 2023

 

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 6 March 2023, 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.

Share Buyback and Waiver of Rule 9 of the Takeover Code

The Company intends to commence the Share Buyback, as approved by shareholders
at the General Meeting, in due course. 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
Takeover 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 Waiver Resolution
by way of a poll at the General Meeting. As more than 50 per cent. of the
votes were cast in favour, the Waiver Resolution was duly passed by the
Independent Shareholders by way of poll at the General Meeting.

The Concert Party comprises DBAY Fund II and those acting, or deemed to be
acting, in concert with it, as more fully described in paragraph 5 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 32.29 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 40.36 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 III                      143,701,525                25.58                                                               31.98
 Colin Kingsnorth                   11,838,807                 2.11                                                                2.63
 Alex Paiusco                       9,722,790                  1.73                                                                2.16
 David Morrison                     5,000,000                  0.89                                                                1.11
 Saki Riffner                       4,532,339                  0.81                                                                1.01
 Mike Branigan                      2,745,072                  0.49                                                                0.61
 Andrew Pegge                       1,838,807                  0.33                                                                0.41
 Mike Haxby                         1,290,347                  0.23                                                                0.29
 Peter Nixon                        706,467                    0.13                                                                0.16
 Total                              181,376,154                32.29                                                               40.36

*Excluding the Cancellation Shares (as defined below)

** Assuming 112,352,944 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.

Capital Reduction

As set out in paragraph 4 of Part I of the circular published by the Company
on 16 February 2023 (the "Circular"), the Company intends to make an
application for a Court Order to cancel 140,441,180 Ordinary Shares (the
"Cancellation Shares") by way of a Court-approved reduction of capital, as
approved by the Shareholders at the General Meeting. A provisional date of 17
March 2023 has been obtained for the directions hearing, and 28 March 2023 for
the confirmation hearing. These dates are subject to change depending on the
Court's timetable.

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.   Share Buyback Resolution      207,904,297  99.88  252,931    0.12  37.05                                             8,188,857
 2.   Waiver Resolution             50,266,600   91.84  4,466,035  8.16  9.74                                              161,613,450
 3.   Capital Reduction Resolution  203,700,365  97.86  4,460,371  2.14  37.05                                             8,185,349

*Excluding the Cancellation Shares

The full text of the resolutions above are set out in the Notice of General
Meeting dated 16 February 2023. The Capital Reduction Resolution was proposed
as a special resolution.

As at 6 March 2023, the Company's issued share capital, excluding the
Cancellation Shares, consisted of 561,764,720 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 Waiver Resolution. Therefore, any
votes by members of the Concert Party in respect of the Waiver 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 Dance

 Richard Johnson

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

 (Broker)

 Gary Clarence

 Harry Hargreaves

 

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