TIDMLDG
RNS Number : 2905X
Logistics Development Group PLC
26 August 2022
26 August 2022
Logistics Development Group plc
(the "Company")
Interim Results for six months ended 31 May 2022
Logistics Development Group plc, the AIM-quoted investing
company, announces its unaudited interim results for the six months
ended 31 May 2022.
Summary for the reporting period
-- On 9 December 2021, Peter Nixon, an experienced chartered
accountant, was appointed to the Board as a non-executive director
and member of the Audit Committee and Remuneration Committee,
replacing Saki Riffner who resigned on the same date.
-- On 14 January 2022, the Company received an interim dividend
distribution of GBP2.2m from Marcelos Limited which reflected
expected final value in the Marcelos Limited investment at the
time, and as a result the Company's investment in Marcelos Limited
was revalued to GBPnil (see Subsequent events section and Note 2
regarding dividend receipts from Marcelos Limited).
-- On 22 February 2022, following a special resolution by
shareholders at the General Meeting, the Company underwent a
capital reduction whereby the share premium was reduced to GBPnil.
Subsequent to the capital reduction, the Company commenced a share
buyback programme. During March and April 2022, the Company
repurchased a total of 140,441,180 ordinary shares in the market
and thereafter these shares were cancelled.
-- It was announced on 10 March 2022 that 1,000,000 ordinary
shares had been acquired in CareTech Holdings PLC ("CareTech"). An
additional 974,130 ordinary shares in CareTech were purchased on 10
March 2022 and so as at 31 May 2022 the Company held, via its
wholly owned subsidiary Fixtaia Limited, 1,974,130 shares in
CareTech.
-- On 4 April 2022 the Company announced that DBAY Advisors
Limited ("DBAY"), the Company's investment manager, had made an
indicative proposal to CareTech regarding a possible all cash offer
for CareTech at 750 pence per CareTech share (the "Possible
Offer"). The Possible Offer announcement was released further to
the PUSU deadline being extended in relation to a possible offer by
a consortium formed by Sheikh Holdings Group (Investments) Limited
("Sheikh Holdings") at 725 pence per CareTech Share, as announced
on 1 April 2022. Sheikh Holdings announced its possible offer on 7
March 2022.
-- As at the period end, the Company revalued its CareTech
investment held in Fixtaia Limited to GBP29.7m (thus incurring a
GBP0.3m loss) to reflect the fair value of Fixtaia Limited, based
on a CareTech share price on 31 May 2022 of 705 pence.
-- On 27 June 2022, Amalfi Bidco Limited (a consortium formed by
Sheikh Holdings) announced a recommended cash offer (with a partial
rollover alternative) for CareTech, at a price of 750 pence per
CareTech share, with a Court Meeting and General Meeting in respect
of the Scheme of Arrangement expected to be held on 8 September
2022.
-- Underlying loss before tax(1) for the period was GBP0.8m
(2021: profit GBP21.5m) before exceptional items of GBPnil (2021:
GBP0.1m). Statutory loss before tax was GBP0.8m (2021: profit
GBP21.6m). The significant decrease in profitability was due to a
small loss on investments at fair value in the current reporting
period being compared to a significant comparative period gain on
investment at fair value following the sale of Marcelos' investment
in GreenWhiteStar Acquisitions Limited ("GWSA").
Subsequent events
-- On 28 June 2022, DBAY confirmed that, further to its
announcement of 4 April 2022, it did not intend to make an offer
for CareTech.
-- In July 2022, the Company was advised that it is expected to
receive a further interim dividend distribution of GBP0.7m from
Marcelos Limited arising from the sale of its investment in GWSA in
the prior reporting period.
-- On 18 August 2022, the Company purchased 3,700,000 million
shares in Finsbury Food Group PLC, a leading UK speciality bakery
manufacturer of cake, bread and morning goods for both the retail
and foodservice channels, at a price of 69.5 pence per share.
1 Underlying profit before tax is defined as profit before tax
adding back exceptional items.
The Interim Results are also available to be viewed on, or
downloaded from, the Company's corporate website at
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
(Financial and Nominated Adviser)
James Dance / James Spinney +44 (0) 02 7409 3494
Investec Bank plc
(Broker)
Gary Clarence / Harry Hargreaves +44 (0) 20 7597 5970
Business update
During the prior reporting period, the Company disposed of its
investment in GWSA which was held through the Company's 49% stake
in Marcelos Limited. GWSA is the holding company for the Eddie
Stobart, The Pallet Network, iForce, Eddie Stobart Europe and The
Logistics People businesses. In the current reporting period, the
Company has been notified that a further dividend of GBP0.7m is
expected to be received in regard of that disposal and this
represents the final amount receivable in respect of the
disposal.
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 2022, the Company holds its investment of
1,974,130 shares in CareTech 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 a number of
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 2022
Background
As at 31 May 2022, the Company holds its investment of 1,974,130
shares in CareTech through its wholly owned subsidiary Fixtaia
Limited, which it acquired in early March 2022.
Summary of HY22 results
The Company reported an underlying loss before tax of GBP0.8m
(2021: profit before tax of GBP21.5m) in the period before
exceptional items of GBPnil (2021: GBP0.1m). On a statutory basis,
the reported loss before tax was GBP0.8m (2021: profit before tax
of GBP21.6m). The reason for the loss before tax is due to a loss
on investments at fair value.
Earnings per share
Statutory basic and diluted earnings per share were a loss of
0.12p (2021: profit of 4.2p).
Exceptional items
There were no exceptional items incurred during the reporting
period. In the prior period, the Company recognised income of
GBP90k in relation to the VAT refund associated with the 2019
disposal of GWSA.
Dividends
The Company did not pay a final dividend for the year ended 30
November 2021 and the Board has decided not to recommend an interim
dividend payment.
Tax
For the six months to 31 May 2022, the Company has incurred tax
losses and is no longer part of a tax group. Therefore, the Company
did not recognise current and deferred assets as the Directors do
not consider that there is sufficient certainty over the recovery
of these assets.
Accounting matters
Investment in Fixtaia Limited
At the reporting date, the Company had a significant investment
in Fixtaia Limited, which it wholly owns. The Directors have
elected to measure investments held at fair value through profit or
loss.
The Company's investment in CareTech is held in Fixtaia Limited,
the Company has revalued its investment in Fixtaia Limited to
GBP29.7m, thus incurring a loss of GBP0.3m, to reflect the fair
value of Fixtaia Limited as at 31 May 2022 based on a CareTech
share price of 705 pence. 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 2022
Six months Six months
ended ended
31 May 31 May
2022 2021
Unaudited Unaudited
Notes GBP'000 GBP'000
--------------------------------------------- ------ ----------- -----------
(Loss)/gain on investments measured at
fair value through profit or loss - net 2 (299) 22,175
Other income 54 -
Net finance (cost)/income (245) 22,175
--------------------------------------------- ------ ----------- -----------
Administrative expenses: before exceptional
items (541) (657)
Administrative expenses: exceptional items 3 - 90
--------------------------------------------- ------ ----------- -----------
Total administrative expenses (541) (567)
(Loss)/profit from operating activities (786) 21,608
--------------------------------------------- ------ ----------- -----------
(Loss)/profit before tax (786) 21,608
--------------------------------------------- ------ ----------- -----------
Income tax charge 5 - -
Total comprehensive (loss)/income for
the period (786) 21,608
--------------------------------------------- ------ ----------- -----------
Earnings per share
Basic (loss)/|profit 6 (0.12p) 4.2p
Diluted (loss)/|profit 6 (0.12p) 4.2p
--------------------------------------------- ------ ----------- -----------
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 2022
31 May
2022 31 May 2021
Unaudited Unaudited
Notes GBP'000 GBP'000
------------------------------------------ ------ ---------- ------------
Assets
Non-current assets
Investments at fair value through profit
or loss 2 29,701 64,023
29,701 64,023
------------------------------------------ ------ ---------- ------------
Current assets
Other receivables 7 105 88
Cash and cash equivalents 81,731 7,943
Amounts owed by group undertakings 7 54 -
------------------------------------------ ------ ---------- ------------
81,890 8,031
------------------------------------------ ------ ---------- ------------
Total assets 111,591 72,054
------------------------------------------ ------ ---------- ------------
Liabilities
Current liabilities
Amounts owed to group undertakings 7 (652) (910)
Other payables 7 (231) (247)
------------------------------------------ ------ ---------- ------------
(883) (1,157)
------------------------------------------ ------ ---------- ------------
Total liabilities (883) (1,157)
Net assets 110,708 70,897
------------------------------------------ ------ ---------- ------------
Equity
Share capital 8 5,618 7,022
Share premium 8 - 157,439
Own shares (857) (857)
Retained earnings 105,947 (92,707)
Total equity 110,708 70,897
------------------------------------------ ------ ---------- ------------
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
25 August 2022
Director
Company Number: 08922456
Statement of Changes in Equity
for the six months ended 31 May 2022
Retained Total
Share capital Share premium Own shares earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- -------------- -------------- ----------- ---------- ----------
Balance as at 1
December 2020 3,793 146,002 (2,611) (114,075) 33,109
------------------------- -------------- -------------- ----------- ---------- ----------
Profit for the period - - - 21,608 21,608
Issue of share capital 3,229 12,951 - - 16,180
Transfers - (1,514) 1,754 (240) -
Balance at 31 May
2021 7,022 157,439 (857) (92,707) 70,897
------------------------- -------------- -------------- ----------- ---------- ----------
Retained Total
Share capital Share premium Own shares earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- -------------- -------------- ----------- ---------- ----------
Balance as at 1
December 2021 7,022 157,476 (857) (29,697) 133,944
------------------------- -------------- -------------- ----------- ---------- ----------
Loss for the period - - - (786) (786)
Share premium reduction
(see note 8) - (157,476) - - (157,476)
Transfer to retained
earnings - - - 157,476 157,476
Share repurchase
(see note 8) (1,404) - - (21,046) (22,450)
Balance at 31 May
2022 5,618 - (857) 105,947 110,708
------------------------- -------------- -------------- ----------- ---------- ----------
Cash Flow Statement
for the six months ended 31 May 2022
Six months
ended Six months
31 May ended
2022 31 May 2021
Unaudited Unaudited
Notes GBP'000 GBP'000
-------------------------------------------------- ------ ----------- -------------
Cash flows from operating activities
Loss/(profit) for the period (786) 21,608
Adjustments for:
Loss/(gain) on investments measured at
fair value through profit or loss - net 2 299 (22,175)
Changes in:
Other receivables 7 (46) (60)
Other payables 7 594 (1,937)
-------------------------------------------------- ------ ----------- -------------
Cash generated from/(used in) operating
activities 61 (2,564)
-------------------------------------------------- ------ ----------- -------------
Cash flows from investing activities:
Dividends received 2 2,218 -
Investment in subsidiary 2 (30,000) (6,000)
-------------------------------------------------- ------ ----------- -------------
Net cash outflow from investing activities (27,782) (6,000)
-------------------------------------------------- ------ ----------- -------------
Cash flows from financing activities:
Issue of share capital - 16,180
Repayment of related party loan - (325)
Share repurchase 8 (22,450) -
-------------------------------------------------- ------ ----------- -------------
Net cash (outflow)/inflow from financing
activities (22,450) 15,855
-------------------------------------------------- ------ ----------- -------------
(Decrease)/increase in cash and cash equivalents (50,171) 7,291
-------------------------------------------------- ------ ----------- -------------
Cash and cash equivalents at the start
of the financial period 131,902 652
Cash and cash equivalents at the end of
the financial period 81,731 7,943
-------------------------------------------------- ------ ----------- -------------
The above Statement of Changes in Equity and 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 2022
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 2022 ("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 25 August 2022. The
information for the period ended 31 May 2022 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 2021, 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
2022 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 2021 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 2022, 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 2021 .
(a) Fair value measurement - the Company's investments utilises
market observable inputs and data as far as possible. Inputs used
in determining fair value measurements are categorised into
different levels based on how observable the inputs used in the
valuation technique utilised are (the 'fair value hierarchy'):
- Level 1: Quoted prices in active markets for identical items
(unadjusted);
- Level 2: Observable direct or indirect inputs other than Level
1 inputs;
- Level 3: Unobservable inputs (i.e. not derived from market
data and may including using multiples of trading results or
information from recent transactions).
The classification of an item into the above levels is based on
the lowest level of the inputs used that has a significant effect
on the fair value measurement of the item. Transfers of items
between levels are recognised in the period in which they
occur.
(b) Financial instruments
- Financial assets - other receivables and amounts owed to
related undertakings. Such assets are recognised initially at fair
value plus any directly attributable transaction costs. Subsequent
to initial recognition, such assets are measured at amortised cost
using the effective interest method, less any impairment
losses.
- Cash and cash equivalents - in the Statement of Financial
Position, cash includes 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 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 now 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.
(h) 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 2022 that have a material
impact on the financial statements of the Company.
Critical judgements in applying the Company's accounting
policies
In applying the Company's accounting policies, the Directors
have made the following judgements that have the most significant
effect on the amounts recognised in the financial statements (apart
from those involving estimations, which are dealt with below) and
have been identified as being particularly complex or involve
subjective assessments.
(i) Measurement of the investments - the Company has elected to
measure its investment in its wholly owned subsidiary Fixtaia
Limited as an equity investment at fair value through profit and
loss. The election is taken on the basis of the Company being
classified as an investment entity per IFRS 10.
The criteria which define an investment entity under IFRS 10
are, as follows:
- An entity that obtains funds from one or more investors for
the purpose of providing those investors with investment
services;
- An entity that commits to its investors that its business
purpose is to invest funds solely for returns from capital
appreciation, investment income or both; and
- An entity that measures and evaluates the performance of
substantially all of its investments on a fair value basis.
The Company is an Investing company on AIM with an investment
manager in place. The strategy of the Company as an Investing
company is to generate value though holding investments for the
short to medium term. In addition, the most likely exit strategy
for the Company's investments would be a sale of its subsidiary (or
that the subsidiary itself would enter into a sale agreement),
which is a further indication that the Company itself is an
investment entity. Therefore, the Directors have concluded that the
Company is an investment entity and believe that the fair value
method of accounting for the investments is in line with the
strategy of the Company.
Had the Company not met the definition of an investment entity,
it would be required to prepare consolidated financial statements
which involve presenting the results and financial position of the
Company and Fixtaia Limited as those of a single economic
entity.
Key sources of estimation in applying the Company's accounting
policies
The Directors believe that there are no key assumptions
concerning the future, and other key sources of estimation
uncertainty at the balance sheet date that have a significant risk
of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year.
2. Investments at fair value through profit or loss
Marcelos Limited Fixtaia Limited Total Unaudited
GBP'000 GBP'000 GBP'000
1 December 2021 2,218 - 2,218
Dividends received (2,218) - (2,218)
Additions during the
period - 30,000 30,000
Change in fair value - (299) (299)
31 May 2022 - 29,701 29,701
---------------------- ----------------- ---------------- ----------------
As at the prior year end 30 November 2021, the Company's
investment in Marcelos Limited was revalued to GBP2,218k as a
result of a dividend proposed to be paid to the Company from
Marcelos Limited in 2022. This dividend of value GBP2,218k was
received on 14 January 2022 and was offset against the investment,
resulting in an investment carrying value of GBPnil as at 31 May
2022.
On 7 March 2022, the Company acquired 100% of the share capital,
consisting of 1 share of GBP1.00, of Fixtaia Limited, a company
incorporated in Jersey, for consideration of GBP1.00. On 21 March
2022, the Company purchased 300 additional shares in Fixtaia
Limited for cash consideration of GBP30,000k to enable the Company
to buy CareTech shares for a total consideration of GBP 13,133k .
On 31 May 2022, the investment in Fixtaia Limited was revalued to
GBP29,701k as per the net asset value of Fixtaia Limited, resulting
in a net revaluation loss of GBP299k.
3. Exceptional items
There were no exceptional items incurred during the reporting
period. In the prior period, the Company recognised income of
GBP90k in relation to exceptional charges with respect to the
fund-raising activities concluded in December 2020.
4. Dividends
The Company did not pay a final dividend for the year ended 30
November 2021 and the Board has decided not to recommend an interim
dividend payment.
5. Taxation
The Company did not recognise current and deferred income tax
charge or credit. The deferred tax asset of GBP596k (2021: GBP363k)
was not recognised as the Directors do not consider that there is
sufficient certainty over its recovery. This unrecognised asset can
be carried forward indefinitely.
6. 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 Six months
ended ended
31 May 2022 31 May 2021
Unaudited Unaudited
GBP'000 GBP'000
------------------------------------- ------------- -------------
(Loss)/profit attributed to equity
shareholders (786) 21,608
-------------------------------------- ------------- -------------
Weighted average number of Ordinary
Shares - Basic 652,324 514,683
-------------------------------------- ------------- -------------
Weighted average number of Ordinary
Shares - Diluted 652,324 514,683
-------------------------------------- ------------- -------------
Basic (loss)/profit per share for
total operations (0.12p) 4.2p
Diluted (loss)/profit per share for
total operations (0.12p) 4.2p
-------------------------------------- ------------- -------------
7. Financial assets and liabilities
31 May
2022 31 May 2021
Unaudited Unaudited
GBP'000 GBP'000
------------------------------------------ ---------- ------------
Financial assets at fair value through
the profit or loss
Investments at fair value through profit
or loss 29,701 64,023
Financial assets at amortised cost
Amounts owed by group undertakings 54 -
Other receivables 105 88
Total financial assets 29,860 64,111
------------------------------------------- ---------- ------------
Financial liabilities at amortised cost
Amounts owed to group undertakings (652) (910)
Other payables (231) (247)
------------------------------------------- ---------- ------------
Total financial liabilities (883) (1,157)
Cash 81,731 7,943
Net cash/(debt) 81,079 7,033
------------------------------------------- ---------- ------------
All financial assets and liabilities mature 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 represent prepayments. Other payables include
accruals of GBP184k (2021: GBP178k).
8. Capital and reserves
No of Share
shares capital Share premium Own shares
'000 GBP'000 GBP'000 GBP'000
------------------------------- ---------- --------- -------------- -----------
Ordinary shares in issue at 1
December 2021 702,206 7,022 157,476 (857)
Share premium reduction - - (157,476) -
Share repurchase (140,441) (1,404) - -
Ordinary shares in issue at
31 May 2022 561,765 5,618 - (857)
------------------------------- ---------- --------- -------------- -----------
On 22 February 2022, the Company underwent a capital reduction
whereby there was as a reduction in share premium of GBP157,476k
which was transferred to retained earnings, resulting in share
premium of GBPnil.
Subsequently, during March and April 2022, the Company
repurchased a total of 140,441,180 of its shares from shareholders
and these shares were then cancelled, resulting in a reduction in
share capital to GBP5,618k from 8 April 2022. The shares were
repurchased for a premium, and transaction costs were incurred,
resulting in a reduction of retained earnings of GBP21,046k.
The Own shares reserve was created at the inception of company
share award plans and the shares were held in an employee benefit
trust. On 9 December 2019, the Company cancelled all of its share
award plans; the Long-term incentive plan (LTIP) and Share
incentive plan (SIP). The balance remaining in the employee benefit
trust represents shares awarded to individuals who did not meet the
qualifying conditions and these shares will now be dealt with by
the trustees in accordance with the scheme rules and accepted
accounting practise. During the reporting period, the reserve
remained at GBP857k.
9. Significant non-cash transactions
No significant non-cash transactions took place in the reporting
period of six months to 31 May 2022.
10. Contingent liabilities
As at 31 May 2022, the Company has no contingent liabilities
(2021: nil).
11. Subsequent events
On 28 June 2022 DBAY confirmed that, further to its announcement
of 4 April 2022, it did not intend to make an offer for
CareTech.
In July 2022, the Company was advised that it is expected to
receive an interim dividend distribution from Marcelos Limited for
the amount of GBP0.7m.
On 18 August 2022 the Company purchased 3,700,000 shares in
Finsbury Food Group PLC at a price of 69.5 pence per share.
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END
IR QELFLLVLZBBL
(END) Dow Jones Newswires
August 26, 2022 02:00 ET (06:00 GMT)
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