REG - Logistics Dev Grp - Final Results for the 13 Months to 31 Dec 2024
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RNS Number : 6772J Logistics Development Group PLC 22 May 2025
22 May 2025
Logistics Development Group plc
("LDG" or the "Company")
Final Results for the 13 Month period to 31 December 2024
Logistics Development Group plc, the AIM listed investing company, announces
its audited final results for the 13 month period to 31 December 2024.
13 month period to 31 December 2024 Results Summary
· For the 13 month period to 31 December 2024 the Company's
underlying EBIT(1) in the year was a profit of £18.4m (2023: loss of £12.0m)
and statutory profit before tax was £19.8m (2023: loss before tax of
£10.7m).
· On 19 December 2023, the Company sold its entire investment
holding in Trifast plc (AIM:TRI LN) 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. The Board announced, on 23 December
2024, that the Nash Squared group had completed the disposal of its NashTech
division. The sale realised a cash distribution to the Group of c.£13.1m and
generating a net IRR of c. 36% over the holding period.
· During the financial year, LDG made partial divestments of its
holding in Mission Group PLC (AIM: TMG LN) ("Mission"). Mission operates a
marketing agency and focuses on new product development and solves business
problems. The agency collective has more than 1,100 people in 28 locations
over 3 continents. In July 2024, LDG sold its remaining holding, making an
overall realised gain of £0.6m on these disposals.
· A second buyback ("Second Buyback") of ordinary shares in its own
capital ("Ordinary Shares"), as announced on 4 April 2023, concluded on 9 May
2024 and was not renewed at the AGM of the Company held that day. Under the
Second Buyback, the Company acquired (and subsequently cancelled) an aggregate
37,414,326 ordinary Shares at an average price of 13.645 pence per share.
· On 13 August 2024, it was announced by the Company that,
following completion of the Second Buyback, trading in the Company's Ordinary
Shares had returned to a level which represented a significant discount to the
Company's unaudited and estimated net asset value ("NAV") of 18.89p per
ordinary share as at 31 May 2024. It was subsequently announced by the Company
that it intended to seek shareholder approval to acquire up to a further 15%
of the voting share capital. The general meeting to approve a general
authority for on-market share purchases ("Proposed Share Buyback") and approve
a waiver of Rule 9 of the City Code ("Waiver") was held on 4 September 2024.
As a result of the Waiver resolution not passing at the general meeting, the
Company did not implement the Proposed Share Buyback as contemplated in the
circular to shareholders dated 13 August 2024.
· On 4 September 2024, LDG announced it had received a requisition
notice (the "Requisition Notice") from Huntress (CI) Nominees Limited a/c
KGRIG in respect of 35,972,566 Ordinary Shares, representing approximately
6.9% of LDG's issued Ordinary Shares at that time. Due to certain resolutions
in the Requisition Notice not being effective and compliant with LDG's
articles of association, only one resolution out of three, which proposed that
an additional director be appointed to the board of LDG, was valid and
effective to be put to shareholders. The board of LDG recommended that
shareholders vote against this resolution. The Requisitioned General Meeting
was held on 16 October 2024 at which the resolution to appoint the additional
director was not carried by shareholders.
· On 29 November 2024, the Company announced that the accounting
reference date had changed from 30 November to 31 December. The new accounting
reference date is now in line with the private investment funds of the
Investment Manager and allows for more efficient reporting of financial
performance. Consequently, this financial report covers the 13 month period to
31 December 2024.
· On 24 December 2024, it was announced that the Board and DBAY
Advisors Limited ("DBAY") were reviewing the Company's distribution policy.
Since becoming an investing company in December 2020 and up until December
2024, LDG has distributed c. £27.0m to shareholders, primarily through share
buyback mechanisms. The Board planned for a further distribution and announced
it was contemplating a tender offer to return up to c. £21.0m to
shareholders. It was proposed that the tender offer be effected at a price of
19 pence per share. Any tender offer would be subject to, inter alia,
shareholder approval. The Board proposed a future plan to make additional
distributions as investments are realised. These will be based on 50% of net
cash profits realised from each asset sale, though timings will remain
contingent on market conditions.
· It was also confirmed in December 2024 that LDG intended to
publish unaudited NAV estimates on a quarterly basis, with unaudited NAV
estimates expected to be announced around two months after the relevant
quarter end.
Changes to the Board
Peter Nixon resigned from the Board on 29 November 2024. The Company announced
that Colin Kingsnorth was appointed as a non-executive director and Mark
Butcher was appointed as an independent non-executive director on the same
day.
(1) Underlying EBIT is an alternative performance measure (see Note 3) and is
defined as profit/loss before interest and tax and adding back exceptional
items.
A copy of the full year results are also available to be viewed on, or
downloaded from, the Company's corporate website at www.ldgplc.com
For 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
Letter from Chairman
Dear Shareholders
I present the annual report and audited financial statements for Logistics
Development Group plc ("LDG", the "Company or, together with its subsidiaries,
the "Group") for the 13 month period to 31 December 2024. For the 13 month
period to 31 December 2024, the Company reported an underlying EBIT(1) of a
profit of £18.4m (2023: loss of £12.0m) and a profit before tax of £19.8m
(2023: loss before tax of £10.7m).
It has been a very busy and broadly productive year for your company and the
various corporate actions are all set out in the Business and Financial Review
which follows my letter.
I should like to welcome Colin Kingsnorth and Mark Butcher to the Board, and I
would like to thank them and my other fellow director David Facey for the
hours spent helping drive through the corporate actions which have taken place
over the past 13 months. I should also like to extend my thanks to Peter Nixon
for all his hard work over the years, who resigned in the period.
I would also like to take this opportunity to congratulate our investment
manager, DBAY Advisors Limited, on being ranked the 3(rd) best small cap
private equity manager in the UK and 7(th) in Europe in the prestigious 2024
HEC Paris-Dow Jones small cap rankings. This notable recognition stands as a
testament to the strength of DBAY's investment strategy, their execution, and
their commitment to delivering long-term value to investors. Significantly,
this marks the third consecutive year in which DBAY has been ranked among the
top 10 small cap managers in Europe and the top 20 globally.
As you can see our portfolio now consists of three holdings, details of which
are set out later, the largest of which is Finsbury Foods, which is performing
well. We also now have an agreed formula for distributing cash to shareholders
on any future realisations and are now publishing a quarterly unaudited
estimated net asset value per share.
In addition, the post-period tender offer was successful and satisfied in
full, with the repurchase of 110,526,351 Ordinary Shares, returning £21.0m to
shareholders.
I hope we can now enter a period of corporate calm unlike the events taking
place on the global stage.
Adrian Collins
Chairman
Investment Manager's report
The Company has been implementing its broader investing policy since its
approval in January 2022. Fixtaia Limited ("Fixtaia") has been set up as the
subsidiary vehicle for investments for the Company. All reference to
investments are held in Fixtaia. Details of the investments held at 31
December 2024 are listed below.
Finsbury Food Group Limited
(Holding company: Frisbee TopCo Limited)
Status: Private (delisted) | Staff: ~3,500 | Operations: UK & Europe
FY24 Revenue: £452.4m
Fixtaia Investment: £14.2m for 27.5% equity stake
Overview
Finsbury Food Group ("Finsbury") is a leading UK and European speciality
bakery business, producing fresh bread, buns, rolls, and celebration cakes.
Its portfolio balances daily staples with licensed event-driven products for
brands such as Disney, Thorntons, and Mars. Customers include major UK
supermarkets (Tesco, Sainsbury's, Co-op) and foodservice providers (Costa
Coffee, KFC, Bidfood).
The group operates across the UK and Europe through subsidiaries in France and
Poland. With a history dating back to 1925, Finsbury was taken private during
the period.
Performance & Outlook
For FY24 (June year-end), Finsbury reported revenue of £452.4 million,
delivering solid profitability. In Q2 FY25, revenue softened by 5% due to
product rationalisation, but underlying profitability showed improvement
year-on-year. The business is benefiting from price recovery, deflation in key
inputs, and operational efficiency via the "Operating Brilliance" programme.
Management has reaffirmed its FY25, with margins expected to improve despite a
slight dip in top-line revenue. The company continues to pursue strategic
M&A opportunities within the bakery and food manufacturing space.
SQLI S.A.
Status: Private (delisted) | Employees: ~2,000 | Operations: France, DACH,
Benelux, Morocco
FY24 Revenue: €247m
Fixtaia Investment: £13.34m for 10.8% indirect equity stake
Overview
SQLI is a pan-European digital services group delivering customer experience
and enterprise IT solutions across France and key European markets. Its
capabilities span strategy, design, and technology integration for digital
platforms, with a focus on long-term client relationships across retail,
manufacturing, and financial services.
In December 2024, DBAY Advisors successfully completed a tender offer to take
SQLI private. The de-listing is expected to simplify operations, improve
strategic flexibility, and facilitate a future exit. As part of succession
planning, Erwan le Duff (formerly COO) succeeded Philippe Donche-Gay as CEO at
year-end, with Donche-Gay transitioning to Chairman.
Performance & Outlook
For FY24, SQLI reported revenue of €247 million achieving margins of 9.5%,
up 1.5 percentage points versus the prior year. The group delivered strong
cash generation, with over 90% of profits converting to free cash flow, driven
by improvements in working capital processes.
Despite softer demand trends across parts of Europe, the group achieved modest
top-line growth (+1% like-for-like) and continues to benefit from operational
discipline. The FY25 budget targets 4% revenue growth and a further 200bps
margin expansion, supported by continued process optimisation and leadership
transition momentum.
Alliance Pharma plc
Status: Private (delisted) | Employees: ~290 | Operations: Global
FY24 See-through Revenue: £180.3m | Underlying PBT: £31.5m
Fixtaia Investment: £39m for 13.2% stake
Overview
Alliance Pharma is an international healthcare group specializing in consumer
healthcare and prescription medicines. The company's portfolio includes
well-known brands such as Kelo-Cote™, MacuShield™, and Hydromol™, with a
global reach across Europe, North America, and Asia Pacific. Alliance operates
an asset-light model, outsourcing manufacturing and logistics to focus on
brand management and market expansion.
Performance & Outlook
In FY24, Alliance reported see-through revenue of £180.3 million, a slight
decrease of 1% from the previous year, while maintaining strong underlying
profitability. The company achieved a 37% increase in free cash flow to £29.1
million and reduced net debt by 34% to £60.1 million.
Despite challenges in certain product lines, such as Nizoral™, which saw a
24% revenue decline due to distributor order timing, other brands like
Kelo-Cote™ and MacuShield™ experienced growth, with revenues increasing by
6% and 11% respectively.
On 10 January 2025, DBAY announced a recommended offer for the entire share
capital of Alliance of 62.50p per share representing a 14% increase in value
per share compared to LDG's average purchase price and a 37% premium to the
valuation as at 31 December 2024. On 10 March 2025, DBAY announced an increase
in its offer to 64.75p per share, representing an 18% increase in value per
share compared to LDG's average purchase price and a 42% premium to the
valuation as at 31 December 2024. The offer had been conducted as a scheme of
arrangement, which became effective on 14 May 2025.
Business and financial review for the 13 month period to 31 December 2024
Review of the period
On 19 December 2023, the Company sold its entire investment holding in Trifast
plc (AIM:TRI LN) 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. The Board announced, on 23 December 2024,
that the Nash Squared group had completed the disposal of its NashTech
division. The sale realised a cash distribution to the Group of c.£13.1m and
generating a net IRR of c. 36% over the holding period.
During the financial year, LDG made partial divestments of its holding in
Mission Group PLC (AIM: TMG LN) ("Mission"). Mission operates a marketing
agency and focuses on new product development and solves business problems.
The agency collective has more than 1,100 people in 28 locations over 3
continents. In July 2024, LDG sold its remaining holding, making an overall
realised gain of £0.6m on these disposals.
A second buyback ("Second Buyback") of ordinary shares in its own capital
("Ordinary Shares"), as announced on 4 April 2023, concluded on 9 May 2024 and
was not renewed at the AGM of the Company held that day. Under the Second
Buyback, the Company acquired (and subsequently cancelled) an aggregate
37,414,326 ordinary Shares at an average price of 13.645 pence per share.
On 13 August 2024, it was announced by the Company that, following completion
of the Second Buyback, trading in the Company's Ordinary Shares had returned
to a level which represented a significant discount to the Company's unaudited
and estimated net asset value ("NAV") of 18.89p per ordinary share as at 31
May 2024. It was subsequently announced by the Company that it intended to
seek shareholder approval to acquire up to a further 15% of the voting share
capital. The general meeting to approve a general authority for on-market
share purchases ("Proposed Share Buyback") and approve a waiver of Rule 9 of
the City Code ("Waiver") was held on 4 September 2024. As a result of the
Waiver resolution not passing at the general meeting, the Company did not
implement the Proposed Share Buyback as contemplated in the circular to
shareholders dated 13 August 2024.
On 4 September 2024, LDG announced it had received a requisition notice (the
"Requisition Notice") from Huntress (CI) Nominees Limited a/c KGRIG in respect
of 35,972,566 Ordinary Shares, representing approximately 6.9% of LDG's issued
Ordinary Shares at that time. Due to certain resolutions in the Requisition
Notice not being effective and compliant with LDG's articles of association,
only one resolution out of three, which proposed that an additional director
be appointed to the board of LDG, was valid and effective to be put to
shareholders. The board of LDG recommended that shareholders vote against this
resolution. The Requisitioned General Meeting was held on 16 October 2024 at
which the resolution to appoint the additional director was not carried by
shareholders.
On 29 November 2024, the Company announced that the accounting reference date
had changed from 30 November to 31 December. The new accounting reference date
is now in line with the private investment funds of the Investment Manager and
allows for more efficient reporting of financial performance. Consequently,
this financial report covers the 13 month period to 31 December 2024.
On 24 December 2024, it was announced that the Board and DBAY Advisors Limited
("DBAY") were reviewing the Company's distribution policy. Since becoming an
investing company in December 2020 and up until December 2024, LDG has
distributed c. £27.0m to shareholders, primarily through share buyback
mechanisms. The Board planned for a further distribution and announced it was
contemplating a tender offer to return up to c. £21.0m to shareholders. It
was proposed that the tender offer be effected at a price of 19 pence per
share. Any tender offer would be subject to, inter alia, shareholder approval.
The Board proposed a future plan to make additional distributions as
investments are realised. These will be based on 50% of net cash profits
realised from each asset sale, though timings will remain contingent on market
conditions.
It was also confirmed in December 2024 that LDG intended to publish unaudited
NAV estimates on a quarterly basis, with unaudited NAV estimates expected to
be announced around two months after the relevant quarter end.
Changes to the Board
Peter Nixon resigned from the Board on 29 November 2024. The Company announced
that Colin Kingsnorth was appointed as a non-executive director and Mark
Butcher was appointed as an independent non-executive director on the same
day.
Subsequent events
On 10 January 2025, DBAY announced a recommended offer for the entire share
capital of Alliance of 62.50p per share representing a 14% increase in value
per share compared to LDG's average purchase price and a 37% premium to the
valuation as at 31 December 2024. On 10 March 2025, DBAY announced an increase
in its offer to 64.75p per share, representing an 18% increase in value per
share compared to LDG's average purchase price and a 42% premium to the
valuation as at 31 December 2024. The offer had been conducted as a scheme of
arrangement, which became effective on 14 May 2025.
On 17 March 2025, LDG announced its quarterly portfolio data. As at 31
December 2024, LDG's unaudited estimated NAV per share was £0.223. An update
on the investments was also provided, along with a distribution update in that
LDG intended to launch a tender offer in the coming weeks.
On 28 March 2025, LDG announced that it had published a circular ("Circular")
containing details of a proposed tender offer to return up to £21.0m to
shareholders at a tender price of 19 per share (the "Tender Offer"). If
implemented in full the tender offer would result in the purchase, by the
Company, of 110,526,315 Ordinary Shares or approximately 21.08% of the voting
share capital. The Circular also contained a notice of general meeting of the
Company in relation to the Tender Offer, which was held on 22 April 2025. The
resolution approving the Tender Offer at the general meeting of the Company
was passed by the shareholders and the Tender Offer closed that day.
On 24 April 2025, the Company announced the results of the Tender Offer. Valid
tenders were received for basic entitlements in respect of 105,721,869
Ordinary Shares, which were satisfied in full. Valid excess tenders were
scaled back such that the Tender Offer was implemented in full. The
110,526,315 Ordinary Shares tendered have been repurchased by the Company and
subsequently cancelled, pursuant to which the Company's issued share capital
comprises 413,824,079 Ordinary Shares.
Financial performance
On 29 November 2024, it was announced the Company would amend its financial
year end to 31 December to align with its investment manager, DBAY. The
financial statements are results for the 13 month period to 31 December 2024
and reflect the Company structure as at 31 December 2024.
The Directors consider the Company is an investment entity per IFRS 10 and
measure its investments at fair value through profit and loss. The Company's
investments are all held through Fixtaia.
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.
At the reporting date, the fair value ascribed to the investments was £87.2m
(2023: £55.4m) which reflects the current NAV of the underlying investments
at the reporting date. The Directors have reviewed this valuation approach and
consider it to be appropriate.
Administrative expenses are on par with the prior year at £1.0m (2023:
£1.0m).
The Company's underlying EBIT(2) in the year was a profit of £18.4m (2023:
loss of £12.0m) and statutory profit before tax was £19.8m (2023: loss
before tax of £10.7m).
(2)Underlying EBIT is an alternative performance measure (see Note 3) and is
defined as profit/loss before interest and tax adding back exceptional items.
Net cash
As at the reporting date, the Company has cash and cash equivalents of £29.6m
(2023: £42.6m). Related party transactions amounted to £0.1m (2023: £0.2m).
See note 14.
Exceptional items
During the year there were no exceptional items to report.
Tax
The Company is expected to have taxable profits in future periods and will be
making use of existing tax losses. Therefore, a deferred tax asset has been
recognised on this basis.
A tax liability of £0.8m has been recognised in the period in relation to
activities of Fixtaia. See note 7.
Dividends
The Company did not pay an interim dividend (2023: £Nil) and no final
dividend is being recommended (2023: £Nil).
Earnings per share(3)
Underlying basic and diluted earnings per share are both 3.5p (2023:
underlying basic and diluted loss per share were both 2.3p). Statutory basic
and diluted earnings per share are both 3.6p (2023: statutory basic and
diluted loss per share were both 1.8p). See note 3 and 9.
3Earnings per share ("EPS") serves as an indicator of a company's
profitability. EPS measures the amount of a company's profit on a per share
basis (see notes 3 & 9).
Information about the Investment Manager
DBAY is an Isle of Man based asset management firm with offices in London and
Douglas, Isle of Man. Founded in 2011, DBAY is owned by its partners and is
licensed by the Isle of Man Financial Services Authority. The firm follows a
value investing approach and invests in listed equities across Europe, as well
as in private equity style control investments. The core DBAY team, who have
worked together for over 20 years, have developed a diversified set of skills
from financial and operational backgrounds, with deep insight into a number of
industry sectors. DBAY comprises a team of 16 investment and operating
professionals. Capital is managed on behalf of institutional investors,
endowments, foundations, family offices and pension funds.
Investment Policy and Strategy
The investment objective of the Company is to provide shareholders with
attractive total return achieved through capital appreciation and, when
prudent, shareholder distributions or dividends.
The Directors believe that opportunities exist to create significant value for
shareholders through the acquisition of, and the implementation of substantial
operational improvements in, businesses in the sectors outlined in the
Company's Investing Policy.
The investing policy can be found on the website www.ldgplc.com
(http://www.ldgplc.com) .
DBAY is tasked with full authority to manage the Company's assets to deliver
the investment strategy set out below in accordance with its investing policy,
reporting to the Board on a regular basis.
The Investing Policy, approved by shareholders on 31 January 2022, states that
the Company will seek to achieve its investment objectives by making
investments within the following parameters:
· Characteristics: investment primarily in undervalued companies,
with a focus on companies that generate or have the potential to generate
significant cash flows, where there is a high degree of revenue visibility and
a strong and distinctive market position;
· Investment Type: investment in equity and equity related
products, in both quoted and unquoted companies, and in the DBAY Investment
Funds;
· Sectors: a broad range of sectors, such as business services
including, amongst others, logistics, distribution, technology services,
security and manufacturing, or in funds managed by DBAY which invest in the
aforementioned sectors;
· Geography: there is no geographical restriction but expected to
be primarily within the United Kingdom or the European Union;
· Ownership: will range from a minority position to 100%,
non-operating ownership; and
· Restrictions: a maximum of 50% of the Company's NAV at the time
the relevant investment is made, using the latest available management
accounts of the Company, can be invested in DBAY Investment Funds. Investments
made outside of the DBAY Investment Funds will be limited to 10% of NAV per
investment (on the same basis), unless approved by the Board.
Investment Management agreement amendments
An investment management agreement was entered into on 14 January 2022. At the
general meeting held on 31 January 2022, the investment management agreement
and amended investing policy was approved by shareholders. The changes were:
· DBAY will not receive management or performance fees from LDG in
respect of funds committed to the DBAY Investment Funds by the Company. Fees
will only be charged by the fund, to ensure there will be no double charging;
· DBAY have made a commitment to ensure that any DBAY Investment
Funds in which the Company invests will retain investment policies that are
substantially the same as the new investing policy of the Company;
· DBAY has made a commitment that it will provide the Company with
an amount which is equal to the Company's reasonable corporate expenses in the
given year, provided that such amount shall not exceed the lower of: (i)
£800,000; or (ii) the management fees in respect of investments made and/or
amounts committed by the Company which are received by DBAY in the relevant
year; and
· DBAY will ensure that there is, at all times, a contingency
amount of at least £2.0m on the Company's balance sheet to cover any
exceptional expenses that may arise in the future.
The investment management agreement was further amended by way of an addendum
dated 30 March 2023, to state that, with effect from the beginning of the
current financial year, the maximum amount payable would not exceed the lower
of (i) £800,000; and (ii) amounts paid to DBAY in respect of investments in
DBAY Investment Funds specifically, and not all management fees received by
DBAY.
Annual general meeting
The Company intends to hold its Annual General Meeting on 25 June 2025 in
London. Further details will be set out in the Notice of Meeting to be sent to
shareholders in due course and published on our website www.ldgplc.com.
Company Statement of Comprehensive Income
for the 13 month period to 31 December 2024
13 month period to 31 December 2024 Year ended
30 November 2023
Note £'000 £'000
Gain/(loss) on investments measured at fair value through profit or loss - 10 19,336 (10,856)
Interest income 4 1,384 1,317
Other loss - (173)
Net finance income/(cost) 20,720 (9,712)
Administrative expenses (968) (974)
Total administrative expenses (968) (974)
Profit/(loss) before tax 19,752 (10,686)
Income tax (expense)/credit 7 (932) 566
Profit/(loss) and total comprehensive income/(loss) for the period 18,820 (10,120)
Earnings per share
Basic 9 3.6p (1.8p)
Diluted 9 3.6p (1.8p)
The accompanying notes form part of the financial statements.
Company Statement of Financial Position
as at 31 December 2024
31 December 2024 30 November 2023
Note £'000 £'000
Assets
Non-current assets
Investments at fair value through profit or loss 10 87,228 55,392
Deferred tax asset 7 428 566
87,656 55,958
Current assets
Other receivables 11 106 297
Cash and cash equivalents 11 29,613 42,644
29,719 42,941
Total assets 117,375 98,899
Current liabilities
Amounts owed to related undertakings 11 (4) (35)
Current tax liability 7 (794)
Other payables 11 (278) (351)
(1,076) (386)
Total liabilities (1,076) (386)
Net assets 116,299 98,513
Equity
Called up share capital 12 5,244 5,331
Retained earnings 13 111,055 93,182
Total shareholders' funds 116,299 98,513
The accompanying notes form part of the financial statements.
The Company Financial Statements on pages 24 to 35 were approved by the Board
of Directors on 21 May 2025 and were signed on its behalf by:
Adrian Collins
Director
21 May 2025
Company number 08922456
Company Statement of Changes in Equity
for the 13 month period to 31 December 2024
Share capital Own shares Retained earnings Total
£'000 £'000 £'000 £'000
Balance at 1 December 2022 5,618 (11) 107,091 112,698
Loss for the year - - (10,120) (10,120)
Share repurchase (287) - (3,795) (4,082)
Disposal/cancellation of own shares - 11 6 17
Balance at 30 November 2023 5,331 - 93,182 98,513
Profit for the period - - 18,820 18,820
Share repurchase (note 12) (87) - (947) (1,034)
Balance at 31 December 2024 5,244 - 111,055 116,299
The accompanying notes form part of the financial statements.
Company Cash Flow Statement
for the 13 month period to 31 December 2024
13 month period to Year ended
30 November 2023
31 December 2024
Note £'000 £'000
Cash flows from operating activities
Profit/(loss) for the period 18,820 (10,120)
Adjustments for:
(Gain)/loss on investments measured at fair value through profit or loss - net 10 (19,336) 10,856
Interest income (1,384) (1,317)
Income tax expense/(credit) 7 932 (566)
Changes in:
Decrease/(increase) in other receivables 11 191 (118)
Increase/(decrease) in other payables 11 (73) (53)
Net outflow from operating activities (850) (1,318)
Cash flows from investing activities
Purchase of investment 10 (12,500) (31,910)
Amounts owed (to)/from related undertakings 11 (31) 173
Amounts owed to subsidiary 11 - (617)
Net cash outflow from investing activities (12,531) (32,354)
Cash flows from financing activities
Share repurchase 12 (1,034) (4,082)
Disposal/cancellation of own shares 12 - 17
Interest income 4 1,384 1,317
Net cash outflow from financing activities 350 (2,748)
Net decrease in cash and cash equivalents (13,031) (36,420)
Cash and cash equivalents at the start of the financial period 42,644 79,064
Cash and cash equivalents at the end of the financial period 29,613 42,644
The accompanying notes form part of the financial statements.
Notes to the Company Financial Statements
for the 13 month period to 31 December 2024
1. Basis of accounting
Logistics Development Group plc (the "Company") is a public company limited by
shares and incorporated and domiciled in England, United Kingdom. Its
registered address is 4th Floor, 3 More London Riverside, London, SE1 2AQ.
Basis of preparation
The Financial Statements were prepared in accordance with UK - adopted
International Accounting Standards in conformity with the requirements of the
Companies Act 2006 ("IFRS").
The Financial Statements are presented in pounds sterling, rounded to the
nearest thousand, unless otherwise stated.
The Company amended its financial year end to 31 December to align with the
private investment funds of its investment manager, DBAY. These financial
statements are for the 13 month period to 31 December 2024 with comparatives
for a full year to 30 November 2023.
For the 13 month period to 31 December 2024, the Company has one subsidiary.
As the Company is defined under IFRS10 as an Investment Entity, consolidation
exemption allows the measuring of controlling interests in another entity at
fair value through profit and loss.
The Financial Statements present Company only information for the current and
comparative periods.
The Financial Statements were 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. The Company is not registered for VAT
and therefore all expenses are recorded inclusive of VAT.
Going concern
The Directors have a reasonable expectation 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. The Directors have prepared a
cash flow forecast for a period of 18 months to May 2026 which indicates that
available funds significantly exceed anticipated expenditure. Consequently,
the Directors of the Company continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
2. Significant accounting policies
(a) Fair value measurement - the fair value measurement 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; and
- Level 3: Unobservable inputs (i.e. not derived from market data and may
include 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 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 it
relates 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) 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.
New and amended IFRS Accounting Standards that are effective for the current
year
In the current period, the Company has applied a number of new standards and
amendments to existing IFRSs issued by the International Accounting Standards
Board (IASB) that are mandatorily effective for an accounting period that
begins on or after 1 January 2024. Their adoption has not had any material
impact on the disclosures or on the amounts reported in these financial
statements.
· IFRS 16 (amendments) - Lease Liability in a Sale and Leaseback
(Effective 1 January 2024)
· IAS 1 (amendments) - Classification of liabilities as Current or
Non-Current and Non-current Liabilities with Covenants (Effective date 1
January 2024)
· IAS 7 and IFRS 7 (amendments) - Supplier Finance Arrangement
(Effective 1 January 2024)
New and revised IFRS accounting standards in issue but not yet effective
Certain standards, amendments to, and interpretations of, published standards
have been published that are mandatory for the Company's accounting years
beginning on or after 1 January 2025 or later years and which the Company has
decided not to adopt early:
· IAS 21 (amendments) - Lack of Exchangeability (Effective 1
January 2025)
None of the above listed changes are anticipated to have a material impact on
the Company's financial statements.
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 -during the year, the Company measured its
investment in Fixtaia at fair value through profit and loss.
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 investment
is in line with the strategy of the Company.
If the Company was not an Investing Company, the investments in Fixtaia would
have been accounted for as a subsidiary undertaking in the consolidated
financial statements.
(ii) Fair value of the investments - the Directors have recorded the current
year 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 consist of an investment in a listed entity, together with 2
private companies and cash/cash equivalents. The listed investment is carried
at the quoted price as at 31 December 2024.
The Directors believe that this valuation approach represents the price the
Company would expect to receive in an orderly transaction between market
participants.
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 financial statements 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 (see note 10).
3. Alternative performance measures reconciliations
Alternative performance measures (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.
The reconciliation of APMs to the reported results is detailed below:
2024 2023
£'000 £'000
Profit/(loss) 18,820 (10,120)
Interest income (1,384) (1,317)
Income tax expense/(credit) 932 (566)
Underlying EBIT 18,368 (12,003)
2024 2023
(in thousands) (in thousands)
Weighted average number of Ordinary Shares - Basic 526,129 552,189
Weighted average number of Ordinary Shares - Diluted 526,129 552,189
Underlying Basic earnings/(loss) per share for total operations 3.5p (2.3p)
Underlying Diluted earnings/(loss) per share for total operations 3.5p (2.3p)
4. Interest Income
In June 2024, the Company opened a deposit account with RBS. It continued to
earn interest on its deposit account with Investec Bank plc until September
2024. Interest earned during 2024 amounted to £1,384k (2023: £1,317k), with
£Nil (2023: £133k) of this receivable at the year end.
5. Employees and Directors
Staff costs and the average number of persons (including Directors) employed
by the Company during the period are detailed below:
2024 2023
£'000 £'000
Staff and Director costs for the Company during the period
Wages and salaries 255 287
Social security costs 12 23
267 310
Average monthly number of employees and Directors
Employees and Directors 3 4
A summary of Directors' remuneration (key management personnel) is detailed
below:
2024 2023
£'000 £'000
Emoluments, bonus and benefits in kind 255 287
Total Directors' remuneration 255 287
Remuneration of the highest paid Director is detailed below:
2024 2023
£'000 £'000
Emoluments, bonus and benefits in kind 104 96
6. Audit fees
During the period, the Company obtained the following services from the
Company's auditors, the costs of which (inclusive of VAT as the Company is not
registered for VAT) are detailed below:
2024 2023
£'000 £'000
Fees payable for the audit of the Company's annual financial statements 103 82
Audit-related assurance services - -
Total fees payable to Company's auditors 103 82
7. Income tax
During 2024 the Company has held cash on deposit resulting in significant
income received. In 2024, a deferred tax asset of £428k (2023: £566k) is
recognised.
The income tax expense 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:
2024 2023
£'000 £'000
Profit/(loss) before tax 19,752 (10,686)
Expected tax charge/(credit) based on an effective corporation tax rate of 25% 4,938 (2,459)
(2023: 23.01%)
Effect of expenses not deductible in determining taxable profit 21 2,516
Tax rate changes - (45)
Movement of tax losses for which no deferred tax asset has been recognised - (578)
Income not taxable (4,834) -
Taxable interest income 795 -
Adjustments in respect of prior years 12 -
Income tax expense/(credit) 932 (566)
The main rate of corporation tax is 25% for the financial year beginning 1
April 2024 (previously 25% in the financial year beginning 1 April 2023). This
main rate applies to companies with profits in excess of £250k. For profits
below £50k, a lower rate of 19% is generally applicable.
Expenses not deductible consist of legal and professional fees relating to
capital items for share buybacks.
Taxable interest income relates to interest income and loan redemption premium
received by Fixtaia that has been brought into the charge to UK tax during the
period by the Company.
8. Dividends
At the date of approving these Financial Statements, no final dividend has
been approved or recommended by the Directors (2023: £Nil).
9. Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the
period attributable to ordinary equity holders of the Company by the weighted
average number of ordinary shares outstanding during the same period.
Diluted earnings per share amounts are calculated by dividing the profit
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 has no
dilutive instruments to be included in the calculation.
2024 2023
£'000 £'000
Profit/(loss) attributed to equity shareholders 18,820 (10,120)
2024 2023
(in thousands) (in thousands)
Weighted average number of Ordinary Shares - Basic 526,129 552,189
Weighted average number of Ordinary Shares - Diluted 526,129 552,189
Basic earnings/(loss) per share for total operations 3.6p (1.8p)
Diluted earnings/(loss) per share for total operations 3.6p (1.8p)
10. Investments at fair value through profit or loss
At 1 December 2023 Additions during the period Change in fair value Total investments Fair value level
2024 2024 2024
£'000 £'000 £'000 £'000
Fixtaia Limited 55,392 12,500 19,336 87,228 3
At 1 December 2022 Additions during the year Change in fair value Total investments Fair value level
2023 2023 2023
£'000 £'000 £'000 £'000
Fixtaia Limited 34,338 31,910 (10,856) 55,392 3
Fixtaia is the subsidiary vehicle where all investment transactions are
executed and held.
During the current period, the Company received 125 shares in Fixtaia for cash
consideration of £12.5m. The number of shares held in Fixtaia as at December
2024 was 775.1 (2023: 650.01). At 31 December 2024, the investment in Fixtaia
was revalued to £87.2m as per the net asset value of Fixtaia, resulting in a
net revaluation gain of £19.3m through profit or loss.
The Company's accounting policy on fair value measurement is disclosed in note
2. 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 NAV.
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.
11. Financial assets and liabilities
2024 2023
£'000 £'000
Financial assets at fair value through the profit or loss
Investments (see note 10) 87,228 55,392
Financial assets at amortised cost
Amounts owed by related undertakings (see note 14) - -
Other receivables 106 297
Total financial assets 87,334 55,689
Financial liabilities at amortised cost
Amounts owed to related undertakings (see note 14) (4) (35)
Current tax liability (794) -
Other payables (278) (351)
Total financial liabilities (1,076) (386)
Cash and cash equivalents 29,613 42,644
Net funds 29,613 42,644
The fair value of assets and liabilities approximates their book value.
Other receivables represent receivables, prepayments and accrued interest
receivable. Other payables include accruals of £269k (2023: £288k).
The Company's overall risk management programme focuses on reducing financial
risk as far as possible and therefore seeks to minimise potential adverse
effects on the Company's financial performance. The policies and strategies
for managing specific financial risks are summarised as follows:
Market risk
Market price risk is the risk that the market price of a financial instrument
will fluctuate due to changes in factors specific to the security or its
issuer. This market risk comprises three elements - currency risk, interest
rate risk and other price risk.
If the market value of the Company's investments increased/decreased in value
by 10% as at 31 December 2024 the effect on the investment portfolio would
have been an increase/decrease of £8,723k.
Currency risk
The Company holds one investment, via its subsidiary Fixtaia, denominated in a
currency other than Sterling (GBP). Consequently, the Company is exposed to
currency risk as the value of the investment denominated in Euro's will
fluctuate due to the change in the exchange rate. The Company does not
currently engage in currency hedging activities. The Company's cash is held in
GBP.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates
will affect the level of income receivable on cash deposits. The Company's
interest-bearing assets are cash and cash on deposit at Royal Bank of Scotland
("RBS"). The Company would be significantly affected by changes in interest
rates on cash held on deposit with RBS. Interest rate movements may affect the
fair value of investments in fixed interest and equity securities.
Liquidity risk
Liquidity risk is the risk to Company will encounter difficulties in meetings
its obligations associated with its financial liabilities. The Company
undertakes short-term cash forecasting to monitor its expected cash flows
against its cash availability. The Company also undertakes longer-term cash
forecasting to monitor its expected funding requirements in order to meet its
current business plan. The Company has sufficient cash to cover all
outstanding current liabilities at the period end.
Credit risk
The Company's principal exposure to credit risk is in the amounts owed by
related undertakings. As at 31 December 2024, £4k is owed to DBAY Advisors
Limited.
Capital management
Capital comprises share capital of £5.2m (2023: £5.3m).
12. Capital and reserves
No of shares Called up share capital
'000 £'000
Ordinary shares of 1p each in issue at 30 November 2023 533,087 5,331
Ordinary shares of 1p each in issue at 31 December 2024 524,350 5,244
All ordinary shares in issue referred to in the table above were authorised
and are fully paid.
Share repurchase
A share buyback programme commenced in April 2023. During the current period,
the Company cancelled 280,411 shares that were repurchased in the prior year.
From December 2023 to May 2024, 8,455,757 shares were repurchased and
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.
The share buyback programme concluded on 9 May 2024. A total of 37,414,326
shares were repurchased and cancelled throughout the programme.
13. Retained earnings
31 Dec 2024 30 Nov 2023
£'000 £'000
At 1 December 93,182 107,091
Profit/(loss) for the period 18,820 (10,120)
Share repurchase (947) (3,795)
Disposal of own shares - 6
At 31 December and 30 November 111,055 93,182
14. Related party transactions
Transactions with related parties Amounts owed by related parties Amounts owed to related parties
2024 2023 2024 2023 2024 2023
£'000 £'000 £'000 £'000 £'000 £'000
Related party
DBAY Advisors Limited (20) (208) - - (4) (35)
During the period, DBAY Advisors Limited paid for expenses of £19k (2023:
£35k) on the behalf of the Company. As at 31 December 2024, £4k is owed to
DBAY Advisors Limited. (2023: £35k).
During the period, Fixtaia accrued performance fees of £3,149k (2023:
£694k). The balance outstanding as at 31 December 2024 was £3,873k (2023:
£889k).
The Company did not enter into any other related party transactions.
15. Capital commitments
At 31 December 2024, the Company had no commitments (2023: £Nil).
16. Contingent liabilities
At 31 December 2024, the Company had no contingent liabilities (2023: £Nil).
17. Subsequent events
On 10 January 2025, DBAY announced a recommended offer for the entire share
capital of Alliance of 62.50p per share representing a 14% increase in value
per share compared to LDG's average purchase price and a 37% premium to the
valuation as at 31 December 2024. On 10 March 2025, DBAY announced an increase
in its offer to 64.75p per share, representing an 18% increase in value per
share compared to LDG's average purchase price and a 42% premium to the
valuation as at 31 December 2024. The offer is being conducted as a scheme of
arrangement, which became effective on 14 May 2025
On 17 March 2025, LDG announced its quarterly portfolio data. As at 31
December 2024, LDG's unaudited estimated NAV per share was £0.223. An update
on the investments was also provided, along with a distribution update in that
LDG intended to launch a tender offer in the coming weeks.
On 28 March 2025, LDG announced that it had published a circular ("Circular")
containing details of a proposed tender offer to return up to £21.0m to
shareholders at a tender price of 19 per share (the "Tender Offer"). If
implemented in full the tender offer would result in the purchase, by the
Company, of 110,526,315 Ordinary Shares or approximately 21.08% of the voting
share capital. The Circular also contained a notice of general meeting of the
Company in relation to the Tender Offer, which was held on 22 April 2025. The
resolution approving the Tender Offer at the general meeting of the Company
was passed by the shareholders and the Tender Offer closed that day.
On 24 April 2025, the Company announced the results of the Tender Offer. Valid
tenders were received for basic entitlements in respect of 105,721,869
Ordinary Shares, which were satisfied in full. Valid excess tenders were
scaled back such that the Tender Offer was implemented in full. The
110,526,315 Ordinary Shares tendered have been repurchased by the Company and
subsequently cancelled, pursuant to which the Company's issued share capital
comprises 413,824,079 Ordinary Shares.
GLOSSARY
Term Definition
Accounts The financial statements of the Company
Admission The admission of the issued ordinary shares in the Company admitted to trading
on AIM that became effective on 31 December 2020
AGM Annual general meeting of the Company
AIM Alternative Investment Market of the London Stock Exchange
AIM Rules The AIM Rules for Companies published by the London Stock Exchange from time
to time (including, without limitation, any guidance notes or statements of
practice) which govern the rules and responsibilities of companies whose
shares are admitted to trading on AIM
AIM Investing Company An Investing Company as defined by the AIM rules
APMs Alternative Performance Measures
Board The Board of Directors of the Company
Company or LDG Logistics Development Group plc, a public limited company incorporated in
England and Wales with registered number 08922456
DBAY DBAY Advisors Limited and/or any fund(s) or entity(ies) managed or controlled
by DBAY Advisors Limited as appropriate in the relevant context
Directors The Directors of the Company as at the date of this document, as identified on
page 11
EPS Earnings per share
Fixtaia Fixtaia Limited, a company incorporated in Jersey (company no. 140806).
Fixtaia is the subsidiary investment vehicle. All investments are executed and
held in Fixtaia. Registered office is at 2nd Floor, Gaspé House, 66-72
Esplanade, St. Helier, JE1 1GH, Jersey
FY23 Financial year ended 30 November 2023
FY24 Financial period for the 13 months to 31 December 2024
HY24 Six-month period ended 31 May 2024
IAS International Accounting Standards
IFRS International Financial Reporting Standards
Investment Management Agreement An investment management agreement entered into between the Company and DBAY,
pursuant to which DBAY has been appointed as the Company's Investment Manager
Investing Policy The Company's investing policy more particularly set out on pages 6 and 7
Ordinary Shares/Shares Ordinary shares of £0.01 each in the capital of the Company
QCA Quoted Companies Alliance
QCA Governance Code QCA Corporate Governance Code for Small and Mid-Size Quoted Companies
published by the QCA
Sectors
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. END FR SEAFWFEISESIRecent news on Logistics Development
See all newsREG - Logistics Dev Grp - Final Results for the 13 Months to 31 Dec 2024
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AnnouncementREG - Logistics Dev Grp - Results of General Meeting
AnnouncementREG - Logistics Dev Grp - Proposed Tender Offer, Circular, & GM Notice
AnnouncementREG - Logistics Dev Grp - Portfolio NAV and Distribution Update
Announcement