TIDMLDG
RNS Number : 0750Q
Logistics Development Group PLC
16 February 2023
16 February 2023
Logistics Development Group plc
("LDG" or the "Company")
Publication of Circular and Notice of General Meeting
LDG is pleased to announce that today it will be publishing a
circular (the "Circular") containing details of a proposed
on-market purchase of the Company's ordinary shares of GBP0.01 each
in the capital of the Company ("Ordinary Shares"), the related
proposed approval of a waiver under Rule 9 of the City Code on
Takeovers and Mergers and a proposed capital reduction (together
the "Proposals"), and a notice of a general meeting of the Company
(the "General Meeting"). The General Meeting will be held at 10:00
a.m. on 6 March 2023 at the offices of DBAY UK Ltd at 5th Floor, 1
Albemarle Street, London W1S 4HA.
On 14 January 2022, the Company announced the publication of a
circular containing details of a proposed reduction of capital,
change of investing policy and share buyback (the "Prior Buyback").
Following completion of the Prior Buyback, the Company has made a
number of new investments, however, the Company's Ordinary Shares
have returned to a level which represents a significant discount to
the amount of available cash per Ordinary Share. The Company is,
therefore, seeking shareholder approval to acquire up to a further
20 per cent. of the voting share capital (the "Share Buyback") to
reduce the discount to net asset value per Ordinary Share and
provide an exit opportunity for shareholders.
The Share Buyback is to be financed from the Company's existing
cash resources and using distributable reserves attained by the
reduction of capital that was completed in 2022.
The expected timetable of principal events and the Chairman's
statement from the Circular are set out below. Unless otherwise
indicated, all defined terms in this announcement shall have the
same meaning as described in the Circular.
For enquiries:
Logistics Development Group Via FTI Consulting
plc
FTI Consulting
Nick Hasell
Alex Le May
Cally Billimore +44 (0) 20 3727 1340
Strand Hanson Limited
(Financial and Nominated Adviser)
James Spinney
James Dance
Abigail Wennington +44 (0) 20 7409 3494
Investec Bank plc
(Broker)
Gary Clarence
Harry Hargreaves +44 (0) 20 7597 5970
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times set out below are based on the Company's
current expectations and may be subject to change. Any change will
be notified via a Regulatory Information Service. References to
times are to London times, unless otherwise stated.
Publication of the Circular 16 February 2023
Latest time and date for receipt of Forms 10.00 a.m. on 2 March
of Proxy 2023
General Meeting 10.00 a.m. on 6 March
2023
Completion of the Share Buyback on the conclusion
of the annual general
meeting of the Company
in 2024
LETTER FROM THE CHAIRMAN OF LOGISTICS DEVELOPMENT GROUP PLC
(Registered in England and Wales with registered number
08922456)
16 February 2023
Dear Shareholder
Proposed General Authority for On-Market Share Purchases
Approval of Waiver of Rule 9 of the City Code on Takeovers and
Mergers Proposed Reduction of Capital
and
Notice of General Meeting
1. Introduction
On 1 December 2022, the Company announced, inter alia, its
intention to initiate a further share buyback, subject to
Shareholder approval.
On 14 January 2022, the Company announced the publication of a
circular containing details of a proposed reduction of capital,
change of Investing Policy and share buyback (the "Prior Buyback"),
which was later approved by the Shareholders at a general meeting
on 31 January 2022. Pursuant to the Prior Buyback, the Company
acquired 140,441,180 Ordinary Shares in its own capital at an
average price of GBP0.157 per share between 25 February 2022 and 6
April 2022. Additionally, since the Prior Buyback DBAY Advisors
Limited ("DBAY"), as investment manager of the Company, has
procured:
-- the acquisition by the Company of a total of 11,663,511
ordinary shares in Finsbury Food Group plc (AIM: FIF) ("Finsbury
Food"), representing 8.95 per cent. of its issued share capial, for
aggregate consideration of GBP9.0 million;
-- a net investment of EUR14.4 million (c.GBP12.4 million) into
Synsion TopCo Ltd ("Synsion Topco"), which is the private holding
company of a group of companies formed by DBAY speci cally to
invest in SQILI S.A. (ENXTPA:SQI);
-- the disposal of 1,974,130 ordinary shares in CareTech
Holdings PLC (AIM: CTH) for aggregate consideration of GBP14.8
million; and
-- the acquisition by the Company of a total of 18,010,710
ordinary shares in Alliance Pharma PLC (AIM: APH) representing 3.34
per cent. of its issued share capital for a consideration of GBP8.9
million.
As at the Latest Practicable Date, the Company had available
cash of approximately GBP77.8 million and no debt.
Following completion of the Prior Buyback, despite making a
number of new investments, trading in the Company's Ordinary Shares
has returned to a level which represents a signi cant discount to
the Company's net asset value ("NAV") per Ordinary Share.
Accordingly, the Company is seeking authority to acquire Ordinary
Shares in the market (the "Share Buyback"), which the Board
believes may serve to reduce the observed discount to NAV per
Ordinary Share. The Board believes that the Share Buyback may also
provide an exit opportunity for any Shareholders who do not wish to
retain their investment in the Company. Shareholders should note,
however, that there is no guarantee that the Share Buyback will
either eliminate or reduce the observed discount to NAV per
Ordinary Share, nor that any Shareholders wishing to do so will be
able to exit their investment in the Company in full under the
Share Buyback.
DBAY, which represents the Company's largest shareholder (with
one of its managed funds, DBAY Fund III, holding approximately
25.58 per cent. of the Company's issued share capital), and certain
associates presumed to be acting in concert with DBAY (together
with DBAY, the "Concert Party") together hold in aggregate
approximately 32.29 per cent. of the Company's issued share
capital. Given the Concert Party is interested in Ordinary Shares
which, in aggregate, would carry no less than 30 per cent. of the
Voting Share Capital but does not hold more than50 per cent. of the
Voting Share Capital, any increase in the Concert Party's aggregate
percentage voting rights as a result of the Share Buyback would
require the Concert Party to make an offer for the Ordinary Shares
not owned by the Concert Party in accordance with Rule 9 of the
Takeover Code. Accordingly, the Company's ability to commence the
Share Buyback programme will be conditional on Independent
Shareholders passing the Waiver Resolution approving a waiver of
the obligation for the Concert Party to make a general offer
pursuant to Rule 37 of the Takeover Code.
The purpose of the Circular is to provide you with information
on the background to and reasons for the proposals set out herein,
to explain why the Board considers such proposals to be in the best
interests of the Company and the Shareholders as a whole and why
the Independent Directors unanimously recommend that you vote in
favour of the Resolutions to be proposed at the General
Meeting.
2. Share Buyback
Following completion of the Prior Buyback, the Company has made
a number of new investments, however, trading in the Company's
Ordinary Shares has returned to a level which represents a signi
cant discount to the amount of cash per Ordinary Share, with the
volume-weighted average price per Ordinary Share being 13.51 pence
between 6 April 2022 and the Latest Practicable Date and cash of
approximately GBP81.54 million on the balance sheet as at the
Latest Practicable Date representing approximately 14.52 pence per
Ordinary Share.
Accordingly, the Company is seeking authority to acquire up to
112,352,944 Ordinary Shares in the market, which the Board believes
may serve to reduce the observed discount to NAV per Ordinary
Share. Shareholders should note, however, that there is no
guarantee that the Share Buyback will either eliminate or reduce
the observed discount to NAV per Ordinary Share.
In light of the foregoing, the Board wishes to seek Shareholder
approval for the Share Buyback, such approval being in respect of
up to 20 per cent. of the Voting Share Capital (the "Share Buyback
Authority"). Accordingly, Shareholders are being asked to approve
the Share Buyback Resolution. The Board, however, expects to limit
the total consideration for the Further Share Buyback to an
aggregate of GBP15.0 million.
Through the Share Buyback, the Company intends to implement a
discount management policy, targeting a share price discount to NAV
per share of no more than 15 per cent. in normal market conditions.
The discount to NAV per share will be calculated on the basis of
the NAV per Ordinary Share gure last noti ed by the Company via
RIS.
Upon completion of the Share Buyback, the Company intends to
cancel the Ordinary Shares bought back by the Company pursuant to
the Share Buyback Authority. The Company will be under no
obligation to buy back the maximum number of Ordinary Shares that
the Share Buyback Authority allows and will consider the best
course of action for the Company in light of the prevailing share
price and investment opportunities at the relevant time. If,
however, the maximum number of Ordinary Shares are bought back by
the Company pursuant to the Share Buyback Authority, the issued
share capital of the Company would comprise 449,411,776 Ordinary
Shares.
The Board reserves the right to decide how much of the Voting
Share Capital the Company will buy back under Share Buyback
Authority, and may decide to discontinue the Share Buyback entirely
if 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.
Summary information on the Share Buyback Authority
Shareholders are being asked to approve the Share Buyback
Resolution to enable the Company to make market purchases of up to
112,352,944 Ordinary Shares, representing a maximum of up to
approximately 20 per cent. of the Voting Share Capital as at the
Latest Practicable Date. The Board, however, expects to limit the
total consideration for the Further Share Buyback to an aggregate
of GBP15.0 million.
The Share Buyback Resolution is subject to and conditional upon
the passing of the Waiver Resolution to approve the Panel Waiver
(see paragraph 3 below, headed "The Takeover Code" for further
details).The maximum price (exclusive of expenses) to be paid in
relation to any share purchase shall be ve per cent. above the
average middle market quotations for an Ordinary Share (as derived
from the London Stock Exchange's Daily Of cial List) for the ve
business days immediately preceding the date on which such Ordinary
Share is contracted to be purchased. The minimum price (exclusive
of expenses) to be paid in relation to any share purchase shall be
its nominal value.
Further details regarding the Share Buyback Resolution are set
out below in the paragraph 5 below headed "General Meeting".
3. The Takeover Code
As set out in paragraph 1 above and as was the case with the
Prior Buyback, the Share Buyback gives rise to certain
considerations under the Takeover Code. The Takeover Code is issued
and administered by the Takeover Panel. The Takeover Code applies
to all takeover and merger transactions, however effected, where
the offeree company is, among other things, a listed or unlisted
public company resident in the United Kingdom, the Channel Islands
or the Isle of Man (and to certain categories of private limited
companies). The Company is a public company registered in the
United Kingdom an listed on AIM and its Shareholders are therefore
entitled to the protections afforded by the Takeover Code.
(a) Information on the Concert Party
Each of the entities listed in the table below are together
considered to be acting in concert for the purposes of the Takeover
Code (together the "Concert Party"). As at the Latest Practicable
Date, members of the Concert Party have an interest in the Ordinary
Shares equating to an aggregate of 32.29 per cent. of the issued
share capital of the Company.
Name of ultimate beneficial Number of Ordinary Percentage of the
owner Shares held issued share capital
of the Company (%)
DBAY Fund III 143,701,525 25.58
Colin Kingsnorth 11,838,807 2.11
Alex Paiusco 9,722,790 1.73
David Morrison 5,000,000 0.89
Saki Riffner 4,532,339 0.81
Mike Branigan 2,745,072 0.49
Andrew Pegge 1,838,807 0.33
Mike Haxby 1,290,347 0.23
Peter Nixon 706,467 0.13
Total 181,376,154 32.29
(b) Application of the Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires,
whether by a series of transactions over a period of time or not,
an interest in shares (as de ned in the Takeover Code) which when
taken together with shares in which that person or persons acting
in concert with that person are already interested in or acquired
by persons acting in concert with him/her, carry 30 per cent. or
more of the voting rights of a company which is subject to the
Takeover Code or is interested in 30 per cent. or more but does not
hold more than 50 per cent. of the shares carrying voting rights of
such a company and acquires an interest in any additional shares
carrying voting rights of that company, is normally required to
make a general cash offer to all the remaining shareholders of the
company to acquire their equity shares and transferable securities
carrying voting rights in the company. An offer under Rule 9 of the
Takeover Code must be in cash at the highest price paid by the
person or the group of persons acting in concert in the preceding
12 months.
Accordingly, pursuant to Rule 9 of the Takeover Code, if the
Board were to effect the Share Buyback, resulting in an increase to
the percentage of the voting rights which the Concert Party
controls, the Concert Party may be required to make a general cash
offer to all other Shareholders of the Company to acquire their
Ordinary Shares, unless such obligation has been waived by the
Takeover Panel.
Rule 37 of the Takeover Code speci cally refers to situations
where a company purchases its own voting shares, noting that any
resulting increase in the percentage of shares carrying voting
rights in which a person or group of persons acting in concert is
interested will be treated as an acquisition for the purposes of
Rule 9 of the Takeover Code, but that the Panel will normally waive
any such resulting obligation to make a general offer if there is a
vote of the independent shareholders.
(c) Panel Waiver
In order to enable the Company to effect the Share Buyback
without triggering a mandatory offer obligation for the Concert
Party, the Company has consulted with the Takeover Panel and the
Takeover Panel has agreed to waive the requirement for the Concert
Party to make a general offer to all Shareholders under Rule 9 of
the Takeover Code in circumstances where, following the Share
Buyback, the aggregate percentage holding of the Concert Party
increases (the "Panel Waiver"). This Panel Waiver is subject to the
approval by a vote of Independent Shareholders of the Company on a
poll at the General Meeting. The Waiver Resolution seeks this
approval. The duration of the Panel Waiver is the same as the
duration of the Share Buyback Authority and will therefore expire
on the conclusion of the annual general meeting of the Company in
2024. Accordingly, should Independent Shareholders approve the
Waiver Resolution, they will be waiving the requirement for the
Concert Party to make a mandatory general offer under Rule 9 of the
Takeover Code as a result of the exercise of the Share Buyback
Authority.
If the maximum number of Ordinary 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 Ordinary Shares are issued by the Company, then the Concert
Party would, in aggregate, hold interests in Ordinary Shares
carrying a maximum of 40.36 per cent. of the Voting Share Capital,
as set out in the table below.
Name of ultimate beneficial Number of Ordinary Maximum Percentage
owner Shares held of the Voting Share
Capital of the Company*
(%)
DBAY Fund III 143,701,525 31.98
Colin Kingsnorth 11,838,807 2.63
Alex Paiusco 9,722,790 2.16
David Morrison 5,000,000 1.11
Saki Riffner 4,532,339 1.01
Mike Branigan 2,745,072 0.61
Andrew Pegge 1,838,807 0.41
Mike Haxby 1,290,347 0.29
Peter Nixon 706,467 0.16
Total 181,376,154 40.36
*Assuming 112,352,944 Ordinary Shares are acquired pursuant to
the Share Buyback Authority and the Concert Party does not
participate in the Share Buyback and no further Ordinary Shares are
issued by the Company.
Following exercise of the Share Buyback Authority in full, the
Concert Party would be interested in Ordinary Shares carrying over
30 per cent. of the Voting Share Capital but would not hold
Ordinary Shares carrying more than 50 per cent. of the Voting Share
Capital and, as long as members of the Concert Party continue to be
treated as acting in concert, any further increase in the Concert
Party's aggregate interest in Ordinary Shares will be subject to
Rule 9 of the Takeover Code.
If the Rule 9 Waiver is approved then the Concert Party will not
be restricted from making an offer.
Accordingly, whilst the obligations under Rule 9 of the Takeover
Code would be waived in relation to any exercise of the Share
Buyback Authority, any other future share buybacks after the expiry
of the Panel Waiver or purchases of any interest in shares in the
Company by the Concert Party would remain subject to Rule 9 and the
other provisions of the Takeover Code.
The individual members of the Concert Party have each con rmed
to the Company that they are not proposing, following any increase
in their percentage interests in the Voting Share Capital as result
of the Share Buyback, to seek any change in the general nature of
the Company's business. The Concert Party has further con rmed that
it has no intention to change the Company's plans with respect to:
(i) the composition of the Board, nor the Company's plans with
respect to the continued employment of employees and management of
the Company and its subsidiaries (including any material change in
conditions of employment) or any material change to the balance of
skills and functions of the employees and management; (ii) the
Company's future business and its strategic, research and
development plans; (iii) the location of the Company's headquarters
or headquarter functions or the location of the Company's place of
business; (iv) employer contributions into any of the Company's
pension schemes, the accrual of bene ts for existing members, nor
the admission of new members; (v) redeployment of the Company's xed
assets; or (vi) the continuation of the Ordinary Shares being
admitted to trading on AIM.
Under Rule 25.2 of the Takeover Code, only the Independent
Directors are able to make a recommendation to the Independent
Shareholders with respect to the proposed Waiver Resolution. The
Independent Directors believe it is in the best interests of the
Company that the Waiver Resolution be passed and hereby recommend
that Independent Shareholders vote in favour of the Waiver
Resolution. Strand Hanson, as the Company's independent nancial
adviser, has provided formal advice to the Independent Directors
that it considers the terms of these proposals to be fair and
reasonable and in the best interests of Shareholders and the
Company as a whole. In providing this advice, Strand Hanson has
taken into account the Independent Directors' commercial
assessments. In accordance with the requirements of the Takeover
Code, members of the Concert Party are not permitted to vote on the
Waiver Resolution in respect of their aggregate holding of
181,376,154 Ordinary Shares.
4. Prior Buyback
In accordance with the Companies Act 2006 (the "Act"), the
Company intended to fund the Prior Buyback from distributable pro
ts, rather than the proceeds of a fresh issues of shares. The Act
provides that a public company may make a payment out of its
distributable pro ts as shown in the last accounts circulated to
members or, if interim accounts are used, those that have been led
at Companies House. These requirements apply notwithstanding that
the company in question has suf cient distributable pro ts to
purchase the relevant shares at the relevant time. The Prior
Buyback was funded by reference to interim accounts as at 22
February 2022 (the "Interim Accounts").
The Company has always led its statutory annual accounts in
accordance with the requirements of the Act. It was the intention
of the Company to fund the Prior Buyback in full compliance with
the Act and all other regulatory requirements and at all times the
Company had suf cient distributable pro ts to justify the funding
of the Prior Buyback. The Company was in a position to be able to
sign and deliver the Interim Accounts (showing the requisite level
of distributable pro ts for the continued purchase of ordinary
shares pursuant to the Prior Buyback) to Companies House, in order
to satisfy the procedural requirements of the Act. It did not do
so, however, due to an administrative oversight. This omission
constitutes a procedural breach of the Act.
Consequently, whilst there is currently no registered holder of
the Ordinary Shares the subject of the Prior Buyback, the Prior
Buyback must be treated as void under the Act and, in order to make
the purchase of Ordinary Shares under it effective, the Company is
now seeking to cancel 140,441,180 Ordinary Shares by way of a
Court-approved reduction of share capital (the "Reduction of
Capital"). The Act permits a company to reduce its capital by
obtaining approval of its shareholders by special resolution and
then applying to the High Court of Justice of England and Wales for
an order con rming the reduction (the "Court Order"). A reduction
of capital takes effect on registration by the Registrar of
Companies of the Court Order. Resolution 3 seeks shareholders'
approval of the Reduction of Capital and, if passed, the Company
will then make an application for a Court Order.
5. General Meeting
You will nd at the end of the Circular a notice convening a
general meeting of the Company, to be held at 10.00 a.m. on 6 March
2023 at the of ces of DBAY UK Ltd at 5th Floor, 1 Albemarle Street,
London W1S 4HA to consider and, if thought appropriate, pass the
Resolutions summarised below.
(a) Resolution 1 (the Share Buyback Resolution)
The Share Buyback Resolution is conditional upon the passing of
the Waiver Resolution and Reduction of Capital Resolution and seeks
to confer authority for the market purchase by the Company of up to
112,352,944 Ordinary Shares. This number represents approximately
20 per cent. of the Voting Share Capital as of the Latest
Practicable Date.
The Share Buyback Resolution will be proposed as an ordinary
resolution and all Shareholders will be entitled to vote on this
resolution.
The Share Buyback Authority will expire on the conclusion of the
annual general meeting of the Company in 2024, unless such
authority is otherwise revoked or varied by the Company prior to
the date of such expiry and save that the Company may (prior to
such expiry) enter into a contract to acquire Ordinary Shares which
will or may be completed or executed wholly or partially after such
expiry and may make an acquisition of Ordinary Shares pursuant to
such contract in reliance on the Share Buyback and the Panel
Waiver.
Although the Share Buyback Authority will last until the
conclusion of the annual general meeting of the Company in 2024,
the Company may ask Shareholders to approve a new share buyback
authority at the Company's next annual general meeting or at some
other later date. Since, however, the Panel Waiver only relates to
the Share Buyback Authority, and also expires on the conclusion of
the annual general meeting of the Company in 2024, the Company
would be required to seek a new waiver from the Takeover Panel in
relation to any obligation which would otherwise be imposed on any
member of the Concert Party to make a general offer to all
Shareholders under Rule 9 of the Takeover Code as a result of the
exercise of any share buyback authority subsequently obtained by
the Company at a shareholder meeting (such waiver again being
conditional upon the approval of Independent Shareholders voting on
a poll).
(b) Resolution 2 (the Waiver Resolution)
The Waiver Resolution proposes to approve the waiver
conditionally granted by the Takeover Panel for the disapplication
of Rule 9 of the Takeover Code following the exercise by the
Company of the Share Buyback (whether exercised in whole or in
part). The Takeover Panel has con rmed that, subject to the Waiver
Resolution being passed by the requisite majority of the
Independent Shareholders on a poll, no mandatory bid obligation on
the Concert Party under Rule 9 of the Takeover Code would be
triggered by virtue of the Share Buyback. The Waiver Resolution
seeks the approval of the Panel Waiver by Shareholders.
The Waiver Resolution will be proposed as an ordinary resolution
and is conditional upon the passing of the Share Buyback Resolution
and Reduction of Capital Resolution. In accordance with the
requirements of the Takeover Code, members of the Concert Party are
not permitted to vote on the Waiver Resolution in respect of their
aggregate holding of 181,376,154 Ordinary Shares, but may vote on
the Share Buyback Resolution.
(c) Resolution 3 (the Reduction of Capital Resolution)
The purpose of the Reduction of Capital Resolution is set out in
paragraph 4 above and is a pre-requisite to the Company applying
for the Court Order to cancel the 140,441,180 Ordinary Shares
purportedly bought back under the Prior Buyback. It will be
proposed as a special resolution and all Shareholders will be
entitled to vote on this resolution. The Reduction of Capital
Resolution is conditional upon the passing of the Share Buyback
Resolution and the Waiver Resolution.
6. Action to be taken
You have been provided with a Form of Proxy for use in
connection with the General Meeting. Whether or not you propose to
attend the General Meeting in person, you are requested to complete
and sign the Form of Proxy in accordance with the instructions
printed thereon and return it to the Company's registrars, Link
Group, at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1
4DL as soon as possible but, in any event, so as to arrive no later
than 10.00 a.m. on 2 March 2023.
The completion and return of a Form of Proxy will not preclude
you from attending the General Meeting and voting in person if you
wish to do so.
7. Recommendation
(a) Share Buyback Resolution and Reduction of Capital Resolution
The Directors consider the Share Buyback and Reduction of
Capital to be fair and reasonable and in the best interests of the
Company as a whole and accordingly unanimously recommend that
Shareholders vote in favour of Resolution 1 and Resolution 3 at the
General Meeting.
Stephen Harley, Adrian Collins and Peter Nixon, the Directors
who hold Ordinary Shares, intend to vote in favour of Resolution 1
and Resolution 3 in respect of the in aggregate 2,716,467 Ordinary
Shares held by them, representing approximately 0.48 per cent. of
Voting Share Capital as at the Latest Practicable Date.
The Company has received irrevocable commitments from Saki
Riffner, Alex Paiusco and DBAY Fund III to vote or procure votes in
favour of the Share Buyback Resolution and Reduction of Capital
Resolution at the General Meeting in respect of their entire
holding of Ordinary Shares. These irrevocable commitments are in
respect of, in aggregate, 157,956,654 Ordinary Shares, representing
approximately 28.12 per cent. of the Voting Share Capital as at the
Latest Practicable Date.
(b) The Waiver Resolution
The Independent Directors, being Adrian Collins, David Facey and
Stephen Harley, who have been so advised by Strand Hanson, consider
the proposals to be fair and reasonable and in the best interests
of the Independent Shareholders and the Company as a whole.
Accordingly, the Independent Directors unanimously recommend that
Independent Shareholders vote in favour of the Waiver Resolution to
be proposed as Resolution 2 at the General Meeting.
Adrian Collins and Stephen Harley, the Independent Directors who
hold Ordinary Shares, intend to vote in favour of the Waiver
Resolution in respect of the 2,010,000 Ordinary Shares held by
them, representing approximately 0.36 per cent. of Voting Share
Capital as at the Latest Practicable Date.
DEFINITIONS
The following de nitions apply, unless the context requires
otherwise:
"GBP" pounds sterling, the lawful
currency of the UK;
"AIM" the market of that name operated
by the London Stock Exchange;
"Board" the board of Directors of the
Company from time to time, or
a duly constituted committee
thereof;
"Company" Logistics Development Group
plc, a public limited company
incorporated in England & Wales
with registered number 08922456;
"Concert Party" the DBAY Fund III and those
acting, or deemed to be acting,
in concert with it;
"DBAY" DBAY Advisors Limited, a company
incorporated in the Isle of
Man (company number 126150C)
whose registered of ce is at
2nd Floor, Exchange House, 54-62
Athol Street, Douglas, Isle
of Man IM1 1JD;
"DBAY Fund III" DouglasBay Capital III Fund
LP;
"Directors" the directors of the Company
as at the publication of the
Circular;
"Form of Proxy" the form of proxy accompanying
the Circular for use by Shareholders
in relation to the General Meeting;
"General Meeting" the general meeting of the Company,
convened for 6 March 2023 or
any adjournment, therefore;
"Independent Directors" those directors of the Company
other than Peter Nixon or such
other director being an appointee
or associate of DBAY;
"Independent Shareholders" Shareholders excluding members
of the Concert Party;
"Investing Policy" means the investing policy adopted
by the Company on 31 January
2022;
"Latest Practicable Date" the latest practicable date
prior to the publication of
the Circular, being 14 February
2023;
"London Stock Exchange" London Stock Exchange plc;
"NAV" net asset value;
"Notice of General Meeting" the notice of the General Meeting;
"Ordinary Shares" ordinary shares of GBP0.01 each
in the capital of the Company;
"Panel Waiver" the waiver granted by the Takeover
Panel, conditional on the approval
by Independent Shareholders
of the Panel Waiver Resolution,
of any obligation which would
otherwise be imposed on members
of the Concert Party, either
individually or collectively,
to make a general offer to all
Shareholders under Rule 9 of
the Takeover Code, as a result
of market purchases made pursuant
to the exercise of the Share
Buyback Authority;
"Prior Buyback" the buyback approved by shareholders
at a general meeting on 31 January
2022;
"Reduction of Capital" the cancellation of 140,441,180
ordinary shares by way of a
Court-approved reduction of
share capital;
"Reduction of Capital Resolution" the resolution numbered 3 set
out in the Notice of General
Meeting to approve the Reduction
of Capital;
"Resolutions" the resolutions 1, 2 and 3set
out in the Notice of General
Meeting;
"Share Buyback Authority" the general authority for the
Company to make on-market purchases
of up to 20 per cent. of its
Voting Share Capital implemented
by way of share buyback;
"Share Buyback Resolution" the resolution numbered 1 set
out in the Notice of General
Meeting to approve the Share
Buyback Authority;
"Shareholder(s)" holder(s) of Ordinary Shares;
"Strand Hanson" Strand Hanson Limited of 26
Mount Row, London, W1K 3SQ;
"Synsion TopCo " Synsion TopCo Ltd a company
incorporated in England and
Wales with registered number
13514422, whose registered of
ce is at 5th Floor 1 Albemarle
Street, London W1S 4HA;
"Takeover Code" the City Code on Takeovers and
Mergers published by the Takeover
Panel (as amended from time
to time);
"Takeover Panel" the Panel on Takeovers and Mergers;
"UK" or "United Kingdom" the United Kingdom of Great
Britain and Northern Ireland;
"Voting Share Capital " or "Voting 561,764,720 Ordinary Shares,
Shares" comprising the entire issued
share capital of the Company;
and
"Waiver Resolution" the resolution numbered 2 set
out in the Notice of General
Meeting to approve the Panel
Waiver.
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END
NOGNKPBQKBKBBBD
(END) Dow Jones Newswires
February 16, 2023 02:00 ET (07:00 GMT)
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