TIDMLDG
RNS Number : 9722T
Logistics Development Group PLC
30 March 2021
Logistics Development Group plc
(the "Company")
Final Results for year ended 30 November 2020
Logistics Development Group plc, the AIM investing company,
announces its audited final results for the year ended 30 November
2020
Full Year 2020 Results Summary
-- On 9 December 2019, the Company concluded a transaction with
DBAY Advisors Limited ("DBAY"), in order to provide additional
liquidity of GBP70m to the GreenWhiteStar trading businesses ("GWSA
Group")(1) , which together with a new leadership team with
significant experience of the logistics sector, put it on a stable
footing and provided a platform from which to develop.
-- At the reporting date, the Company's only holding is the
investment in GWSA Group via its 49% share in Marcelos Limited. At
30 November 2020, the Company revalued its investment in Marcelos
Limited to GBP35.8m (thus incurring a GBP9.2m loss) to reflect the
market capitalisation of the Company at the reporting date.
-- The GWSA Group trading entities have continued to deliver
excellent service to their customers and, despite the uncertain
environment due to COVID-19 and Brexit, the business has benefitted
from its exposure to the fast-moving consumer goods and e-commerce
sectors and from growing demand for warehousing capacity. GWSA
Group performance has exceeded our expectations.
-- On 30 March 2021 GWSA Group advised LDG of its audited
consolidated results for the year ended 30 November 2020.
Highlights are:
o Revenue increased by 2% to GBP874.3m (2019 GBP857.5);
o Underlying EBITDA was GBP145.5m (2019: GBP4.2m). This includes
the impact of the implementation of IFRS 16 Leases, which
contributed GBP97.7m to EBITDA. Excluding the impact of IFRS 16,
EBITDA increased to GBP47.8m (2019 GBP4.2); and
o Net Debt (excluding the impact of IFRS 16) reduced by GBP77.2m
to GBP144.5m.
-- The Company's underlying EBIT(2) in the period was a loss of
GBP11.3m (2019: loss of GBP5.8m) before exceptional income of
GBP3.4m (2019: exceptional costs of GBP128.7m) and statutory loss
before tax was GBP7.9m (2019: loss of GBP134.5m).
Subsequent Events
-- On 9 December 2020 the Board announced that it had raised
GBP9m via a Placing and Subscription (ahead of an original GBP6m
target) to enable conversion to an investing company on AIM which
was approved by shareholders. In addition, an Open Offer to the
shareholders raised a further GBP7m and was 62.5% oversubscribed.
The combined fundraising raised a total of GBP14.5m (net of
expenses).
-- At the same time as the Company's conversion to an investing
company, the Company entered into an investment management
agreement with DBAY, with an investment strategy focused on growth
opportunities in the logistics sector and on 9 February 2021 the
Company confirmed it had changed its name to Logistics Development
Group plc with a new TIDM of "LDG."
(1) For the purposes of these results the "GWSA Group" means
GreenWhiteStar Acquisitions Limited and its subsidiaries at 30
November 2020, which were subsidiaries of the Company prior to the
transaction with DBAY in December 2019, and "FY20" means the twelve
months ending 30 November 2020.
(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
This announcement contains inside information as stipulated
under the Market Abuse Regulation (EU) no. 596/2014 ("MAR").
The Full Year 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 (0)20 3727 1340
Nick Hasell / Alex Le May / Cally Billimore
Cenkos Securities Plc (Nomad & Broker) (0)20 7397 8900
Nicholas Wells / Giles Balleny
Letter from Chairman
I am pleased to present the 2020 report and financial statements
for Logistics Development Group plc ("LDG", "the Company")
It has been a period of immense transformation for the Company
but we have now concluded the first phase of our strategy following
the successful outcome of the 2019 DBAY transaction (described
below) and culminating in the fundraising and transition to an
investing company under the AIM Rules, completed in December 2020,
and the change of the company name to reflect our new investment
policy and strategy, which are set out on page 6 below.
Review of the year
The financial results for the year ended 30 November 2020 show
an underlying EBIT(2) loss of GBP11.3m (2019: loss of GBP5.8m)
before exceptional income of GBP3.4m (2019: expenses of GBP128.7m)
and a loss before tax of GBP7.9m (2019: loss of GBP134.5m)
reflecting the issues faced by the Company in 2019 and the
subsequent disposal of its majority interest in the Greenwhitestar
Acquisitions Limited ("GWSA") group of companies ("GWSA Group").
These results are discussed in detail in the Business and Financial
Review and in the notes to the financial statements.
DBAY transaction
The DBAY transaction, overwhelmingly approved by shareholders on
9 December 2019, addressed the acute need for additional funding to
ensure the GWSA Group could continue to meet its obligations to
customers and suppliers, and to safeguard the long-term future of
the business and its employees. This transaction injected GBP70m of
liquidity into the operating businesses of GWSA Group (which
includes Eddie Stobart, iForce and The Pallet Network ) and also
allowed shareholders to retain an economic interest in these
businesses' operations. In addition, the Company has an option to
acquire an economic interest in the 18% PIK loan facility provided
as part of the DBAY transaction.
Changes to the Board
Following completion of the DBAY transaction Philip Swatman,
Sebastien Desreumaux and Anoop Kang retired from the Board. In
February 2020 Saki Riffner, Chief Investment Officer of DBAY and a
director of GWSA, joined the Board as a non-executive Director and
I joined the Board as Chairman in April 2020. In August 2020,
Christopher Casey, who had chaired the Audit Committee and
supported the Board through the complex process to finalise the
2019 statutory financial statements, also retired. I am pleased to
report that David Facey, an experienced chartered accountant and
CFO of AIM-listed financial sector companies, has agreed to join
the Board and chair the audit committee. David will be appointed
from 1 April 2021.
Our investment in the GWSA Group
Following the DBAY transaction, a new board and leadership team,
led by Executive Chairman William Stobart, was appointed at GWSA.
The Company welcomes the m easures that have been implemented to
streamline and refocus the operating business within the GWSA
Group. Despite the significant pressures created by the COVID-19
pandemic and the general economic uncertainty arising from Brexit,
the GWSA Group performance has exceeded our expectations and the
business is well placed to continue to benefit from the increasing
growth in e-commerce and a wider appreciation of the importance of
the supply chain.
On 30 March 2021 GWSA Group advised LDG of its audited
consolidated results for the year ended 30 November 2020.
Highlights are:
-- Revenue increased by 2% to GBP874.3m (2019 GBP857.5).
-- Underlying EBITDA was GBP145.5m (2019: GBP4.2m). This
includes the impact of the implementation of IFRS 16 Leases, which
contributed GBP97.7m to EBITDA. Excluding the impact of IFRS 16,
EBITDA increased to GBP47.8m (2019 GBP4.2); and
-- Net Debt (excluding the impact of IFRS 16) reduced by GBP77.2m to GBP144.5m.
The Company's links with the GWSA Group businesses have been
further strengthened by the appointment to the board of GWSA of
Stephen Harley, a very experienced logistics professional and
member of our Board. These links and the contractual arrangements
put in place at the time of the transaction enable the Board to
monitor the Company's interest in GWSA and contribute to its future
development.
Transition to being an AIM investing company and
fund-raising
On 31 December 2020, following a successful fund-raising through
a subscription, placing and open offer generating GBP16m (net
GBP14.5m), the Company was re-admitted to AIM completing its
transition to an AIM investing company focussing on investment in
the logistics sector. We anticipate this sector will benefit from
changing market dynamics and an increasing demand for logistics
services and we believe that the companies that can meet the
developing needs of businesses and consumers will prosper.
Shareholders approved the appointment of DBAY Advisors as
Investment Manager and approved the investment strategy, which is
set out in more detail below. DBAY is actively seeking
opportunities for investment and value creation and I look forward
to working with DBAY and the Board to deliver on the strategy for
our shareholders.
COVID-19 and Brexit
The impact of COVID-19 upon the Company has been limited as the
Company was a non-trading cash shell during the period. We will
continue to monitor the impact of the pandemic upon our investment
and also the wider economy.
We believe that the pandemic and the impact of Brexit have
focussed many businesses on the importance of the supply chain and
may give rise to changes in how businesses build resilience into
their supply chains, in particular impacting stock holding
decisions. Less than 1% of GWSA Group revenue is earned through
services between UK and the EU so this increased awareness of the
supply chain should have a positive impact upon the GWSA Group
businesses and parts of the wider logistics sector, creating
investment opportunities and validating the investment strategy we
have adopted.
Final thoughts
We must hope that the current vaccination programme will allow
the world to return to some semblance of normality but, in the
meantime, on behalf of the Board and shareholders, I pay tribute to
the commitment of the management and staff of the operating
companies within the GWSA Group, who have maintained excellence in
service levels for their customers whilst operating under the most
challenging circumstances. Since I have joined the Board I have
been impressed with the calibre and dedication of the leadership
team of the GWSA Group and our colleagues at DBAY, who now manage
our investment strategy, and look forward to the future with
optimism.
Finally, I would like to thank shareholders, old and new, for
their continued support.
Adrian Collins
Chairman
Business and financial review for the year ended 30 November
2020
Background
At the balance sheet date the AIM-listed cash shell Logistics
Development Group plc (the "Company") held only one investment: its
49% shareholding in Marcelos Limited ("Marcelos"), which holds its
interest in GreenWhiteStar Acquisitions Limited group ("GWSA")
through an intermediate holding company, Alpha Cassiopeae Limited
("Alpha"). The GWSA Group(1) comprises a leading UK end-to-end
supply chain, transport and logistics group of companies operating
under the "Eddie Stobart", "iForce" and "The Pallet Network"
brands.
On 9 December 2019, the Company concluded a transaction with
funds managed by DBAY Advisors Limited ("DBAY"), which provided
additional liquidity of GBP70m to the GWSA Group trading
businesses, providing a stable footing for the future development
of GWSA Group and allowing shareholders of the Company to continue
to participate in the future growth in value of GWSA Group.
Following the DBAY transaction, which resulted in a disposal of the
Company's direct equity interest in the GWSA Group to Marcelos, the
Company now holds a 49% equity interest in Marcelos. Additionally,
a new board and leadership team, led by Executive Chairman William
Stobart, was appointed to manage the GWSA Group.
Following completion of work instigated by the Board to clarify
the impact of certain accounting-related items (as discussed in the
Company's 2019 Annual Report), the Company's shares were
re-admitted to trading on AIM on 26 February 2020. The Company
today announces its audited results for the year ended 30 November
2020.
The results for the current year reflect the group structure as
at 30 November 2020, at which time the Company indirectly owned 49%
of the GWSA Group. At the comparative period ended 30 November
2019, the Company owned 100% of the GWSA Group. As the Company does
not have subsidiaries at the reporting date, there is no
requirement for consolidation and the audited financial statements
in this report reflect the standalone results of the Company for
the current and comparative periods.
The Company has elected to measure its investment in Marcelos at
fair value through profit and loss. The election is taken on the
basis of the investment being a 'venture capital' investment under
IAS 28 'Investments in Associates and Joint Ventures'. Had the
election not been made, the investment in Marcelos would have been
subject to equity accounting that involves recognition of the
investment at cost and subsequent measurement at cost plus a share
of profits and losses of GWSA Group, less dividends received.
At the reporting date the Company was on track to becoming an
investing company under AIM rules. This conversion required raising
funds of at least GBP6m and this was successfully achieved in
December 2020 (see Note 17 Subsequent Events). 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.
To further align the interest of DBAY and the Company's
shareholders, the Company has an option to acquire an economic
interest in the 18% PIK note facility issued by Alpha as part of
the DBAY transaction. At the reporting date this option was
conditional upon then Company's conversion to an investing
company.
Review of the year
At the reporting date, as the Company's only holding is the 49%
investment in Marcelos, there is no requirement for a
consolidation; consequently these full year results for the Company
are therefore presented with prior year comparatives on the same
basis. The Company has revalued its investment in Marcelos to
GBP35.8m thus incurring a GBP9.2m loss to reflect the market
capitalisation of the Company at the reporting date.
Administrative expenses before exceptional items are
significantly lower in the reporting year at GBP2.2m (2019: costs
of GBP5.8m) because the company no longer incurs any executive
directors' remuneration, has incurred a lower share-based payment
charge and has a lower audit fee.
The Company's underlying EBIT(2) loss in the year was GBP11.3m
(2019: loss of GBP5.8m) before exceptional income of GBP3.4m (2019:
exceptional expense of GBP128.7m) and statutory loss before tax was
GBP7.9m (2019: loss of GBP134.5m). During the year, the Company
recognised an exceptional income of GBP3.4m comprising the
transaction costs of GBP2.8m associated with the disposal of GWSA
and 2019-related audit fees of GBP0.6m. The costs were ultimately
borne by GWSA in accordance with the deal arrangements. During the
prior year, the Company recognised exceptional expenses of
GBP128.8m the particulars of which are set out in the Exceptional
Items section below.
At the reporting date, the Company was nearing the completion of
a fund-raising exercise which would result in it achieving its
objective of conversion into an AIM-listed investing company. As
discussed later in this report, the fundraising was successful, and
the professional costs incurred directly in respect of this
exercise have been expensed in the current financial year against
reserves in line with International Financial Reporting Standards
and the Companies Act 2006.
Following the DBAY transaction, a new board and leadership team,
led by Executive Chairman William Stobart, was appointed at GWSA.
The Company is supportive of the measures that have been
implemented to streamline and refocus the operating business within
the GWSA Group. Despite the significant pressures created by the
COVID-19 pandemic and the general economic uncertainty arising from
Brexit the GWSA Group performance has exceeded our expectations and
the business is well placed to continue to benefit from the
increasing growth in e-commerce and a wider appreciation of the
importance of the supply chain.
On 30 March 2021 GWSA Group advised LDG of its audited
consolidated results for the year ended 30 November 2020.
Highlights are:
-- Revenue increased by 2% to GBP874.3m (2019 GBP857.5).
-- Underlying EBITDA was GBP145.5m (2019: GBP4.2m). This
includes the impact of the implementation of IFRS 16 Leases, which
contributed GBP97.7m to EBITDA. Excluding the impact of IFRS 16,
EBITDA increased to GBP47.8m (2019 GBP4.2); and
-- Net Debt (excluding the impact of IFRS 16) reduced by GBP77.2m to GBP144.5m.
Net debt
As at the reporting date, the Company has cash reserves of
GBP0.7m (2019: GBP0.4m) and related party borrowings of GBP1.2m
(2019: Nil). Following the year end, the Company successfully
raised GBP16m in aggregate (pre fund raise costs of GBP1.5m) which
satisfied requirements to meet admission to AIM as an investing
company (see Note 17 Subsequent Events).
Furthermore, during the reporting year in a non-cash
transaction, as part of the disposal of shares in GWSA, the Company
novated and offset GBP53m of amounts owed by and to group
undertakings. No material gain or loss was recognised as the
intercompany receivables and payables have been written down to net
nil as at November 2019 ahead of the disposal.
Exceptional items
During the year under review, the Company recognised income in
relation to the transaction costs of GBP2.8m associated with the
disposal of GWSA and 2019-related audit fees of GBP0.6m. These
costs were ultimately borne by GWSA in accordance with the DBAY
transaction arrangements.
During the prior year ended 30 November 2019, the Company
recognised exceptional costs of GBP128.8m. An impairment test of
the investments in subsidiaries was carried out which resulted in
GBP20.3m impairment of investment and GBP99.3m impairment of
intercompany receivables. Transaction costs of GBP9.0m were
recognised in relation to the disposal of GWSA. Restructuring costs
of GBP0.1m were recognised in relation to the exit of the previous
CEO who left the business on 23 August 2019.
Further details of exceptional costs are included in note 5.
Tax
For the year ended 30 November 2020 the Company has incurred tax
losses. Following the DBAY transaction the Company is no longer
part of a tax group. Consequently, the Company did not recognise
any current or deferred income tax charge or credit. The deferred
tax asset of GBP0.2m was not recognised as the Directors do not
consider that there is sufficient certainly over its recovery. The
unrecognised asset can be carried forward indefinitely.
Dividends
The Company did not pay an interim dividend (2019: GBPNil) and
no final dividend is being recommended (2019: GBPNil).
Earnings per share
Underlying basic and diluted loss per share are both 3.0 pence
(2019: 1.5 pence). Statutory basic and diluted loss per share are
both 2.1 pence (2019: 35.5 pence).See note 3 to the Financial
Statements
(1) For the purposes of these results the "GWSA Group" means
Greenwhitestar Acquisitions Limited and its subsidiaries at 30
November 2020, which were subsidiaries of the Company prior to the
transaction with DBAY in December 2019,.
(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
Accounting matters
Investment in Marcelos
On 9 December 2019, the Company disposed of its holding of 100%
ownership of the issued share capital of GWSA held at cost less
impairment. No gain or loss was recognised in the period on this
disposal as the investment had been written down to its recoverable
value in the second half of 2019 of GBP45m, which was based on the
market capitalisation of the Company at the date of its
re-admission to AIM. In exchange for the sale of the shares in
GWSA, the Company acquired 49% of the issued share capital of
Marcelos, the new intermediate holding company of the GWSA Group.
The Directors elected to measure the investment at fair value
through profit or loss rather than to equity account.
In the year, the Company has revalued its investment in Marcelos
to GBP35.8m (thus incurring a GBP9.2m net loss) to reflect its fair
value based on the market capitalisation of the Company at 30
November 2020. The Directors believe that using observable market
inputs at the period end represents the most suitable valuation
methodology given the short trading period since the acquisition
and the dislocating effects of COVID-19. In addition, the Directors
have reviewed other valuation metrics such as peer group trading
multiples. Based on these metrics the Directors believe the
valuation of GBP35.8m is justifiable, albeit at the lower end of
the range of possible values. The Directors having reviewed this
valuation approach and consider it still to be the most appropriate
current method, and will review this again as at 31 May 2021.
Subsequent Events
On 9 December 2020 the Company announced that it had reached its
initial fund-raising target and had raised GBP9.0m via a Placing
and Subscription in connection with the Company's proposed
conversion to an investing company. The Company also announced its
intention to raise up to an additional GBP7.0m via an Open offer to
allow Qualifying Shareholders to participate on the same terms as
the Placing and Subscription.
On the same date, 9 December 2020, the Company announced that it
intended to change its name to "Logistics Development Group plc"
following Admission to AIM as an investing company by resolution of
the Board. The Company subsequently announced that the name change
had been successfully registered on 9 February 2021.
The Company announced on 29 December 2020 that the Open Offer
announced on 9 December 2020 had closed oversubscribed. The Company
raised total gross proceeds of approximately GBP7.0 million from
the Open Offer, which, together with the GBP9.0m raised by way of
the Placing and Subscription, meant the Company raised a total of
approximately GBP16.0m gross proceeds (GBP14.5m net proceeds after
expenses) as a result of the Placing, Subscription and Open
Offer.
Investment Policy and Strategy
The investment objective of the Company is to provide
Shareholders with attractive total returns achieved through capital
appreciation and, when prudent, shareholder distributions and
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.
On 31 January 2021, with the approval of shareholders, the
Company appointed DBAY to act as Investment Manager of the Company
for an initial period of five years (subject thereafter to annual
renewal by agreement). 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.
Founded in 2011, DBAY is a pan-European asset manager and
investor. The firm follows a value investing approach and invests
in listed equities across Europe, as well as in private equity
style control investments. It is owned by its partners and is
regulated and licensed by the Isle of Man Financial Services
Authority. As well as an office in the Isle Man, DBAY also has an
office in London. DBAY comprises a team of twelve investment and
operating professionals and brings significant expertise in the
logistics sector, with key individuals having served on the board
of Eddie Stobart Logistics and Transport Development Group in the
past.
The Directors and DBAY believe that the logistics sector
(including supply chain management, transportation, warehousing,
freight forwarding and home deliveries) is characterised by highly
attractive fundamentals. The sector benefits from strong structural
growth drivers, such as from a shift towards e-commerce related
transport and warehousing activities, and there are numerous
opportunities for growth from increased outsourcing in the
sector.
The resulting growth and the increased complexity of logistics
services will provide substantial opportunities for integrated
supply chain service organisations, and specifically for
organisations of a certain size, that have the ability to provide
the required technological and systems support required by
customers. The COVID-19 crisis has demonstrated the crucial role
played by logistics, which is a major contributor to UK GDP, and
the dependence of the fast-moving, demand-led economy on the
services provided by this sector. The completion of Brexit is
expected to increase demand in the UK for warehousing capacity, as
well as freight forwarding and management expertise.
The UK logistics and supply chain industry is concentrated at
the upper end (by revenues) but highly fragmented towards the
bottom end of the market, with approximately 192,000 logistics
small- to medium-sized enterprises in 2018. The Directors believe
that the Company will therefore have access to numerous
opportunities for profitable investments and value creation. The
Directors and DBAY, as investment managers, have considerable
knowledge and experience of the sector and consider that the
Company will be able to create a dynamic portfolio of investments
in the logistics sector.
The Investing Policy approved by shareholders on 29 December
2020 states that the Company will seek to achieve its investment
objectives by making investments within the following
parameters:
-- Sectors: Logistics, Transport, Warehousing and e-Fulfilment assets
-- Size: Small to transformational
-- Type: Stand-alone, or add-on for existing assets
-- Geography: UK-focused but also continental Europe
-- Characteristics: Scope for substantial operational
improvements or value creation; high growth markets; and offering
synergies with the existing portfolio
-- Ownership: Controlling stakes, or minority stakes with the
ability to effect change through active management
-- Hold period: 2-5 years targeted
-- Concentration: relatively concentrated portfolio expected,
with in excess of 50% of the portfolio exposed to one asset
initially
-- Market: Private or public
-- Leverage: Private equity style funding structures with
anticipated net financial debt levels of 3-5x EBITDA
-- Restrictions: No assets or businesses which do not
sufficiently meet the criteria detailed above, or where equity
returns are primarily driven by high levels of financial leverage
or fundamental strategic change
The Company would need to raise additional finance in order to
make further acquisitions in the form of equity and/or debt.
Subject to the composition of the Company's share register, it is
possible that any equity fundraising for those purposes will,
subject to the requisite Shareholder approvals, be carried out on a
non-pre-emptive basis. Any material changes to the Investing Policy
would be subject to Shareholder approval.
Annual general meeting
The Company intends to hold its Annual General Meeting on
Tuesday 25 May 2021 in London. In order to comply with restrictions
under current COVID-19 regulations on the number of people able to
meet currently applicable until mid-June, it is likely that the
meeting will be held with the minimum attendance required to form a
quorum. Shareholders will be unable to attend the meeting in person
but can be represented by the Chair of the meeting acting as their
proxy. Should circumstances change we will review the position.
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 year ended 30 November 2020
Year ended Year ended
30 November 30 November
2020 2019
Note GBP'000 GBP'000
--------------------------------------------- ----- ------------- -------------
Loss on investments measured at fair
value through profit or loss - net 10 (9,152) -
--------------------------------------------- ----- ------------- -------------
Administrative expenses: before exceptional
items (2,162) (5,759)
Administrative expenses: exceptional
items 5 3,415 (128,724)
--------------------------------------------- ----- ------------- -------------
Total administrative expenses 1,253 (134,483)
Loss before tax (7,899) (134,483)
--------------------------------------------- ----- ------------- -------------
Income tax charge 7 - -
--------------------------------------------- ----- ------------- -------------
Loss and total comprehensive expense
for the year (7,899) (134,483)
----- ------------- -------------
Earnings per share
Basic 9 (2.1p) (35.5p)
Diluted 9 (2.1p) (35.5p)
--------------------------------------------- ----- ------------- -------------
The accompanying notes form part of the financial
statements.
Company Statement of Financial Position
as at 30 November 2020
30 November 30 November
2020 2019
Note GBP'000 GBP'000
------------------------------------------ ----- -------------- --------------
Assets
Non-current assets
Investments in subsidiaries 10 - 45,000
Investments at fair value through profit
or loss 10 35,848 -
35,848 45,000
------------------------------------------ ----- -------------- --------------
Current assets
Amounts owed by related undertakings 11 - 52,936
Other receivables 11 28 584
Cash and cash equivalents 11 652 362
------------------------------------------ ----- -------------- --------------
680 53,882
------------------------------------------ ----- -------------- --------------
Total assets 36,528 98,882
------------------------------------------ ----- -------------- --------------
Current liabilities
Amounts owed to related undertakings 11 (1,235) (52,936)
Other payables 11 (2,184) (3,952)
------------------------------------------ ----- -------------- --------------
(3,419) (56,888)
------------------------------------------ ----- -------------- --------------
Total liabilities (3,419) (56,888)
------------------------------------------ ----- -------------- --------------
Net assets 33,109 41,994
------------------------------------------ ----- -------------- --------------
Equity
Called up share capital 12 3,793 3,793
Share premium account 12 146,002 146,002
Merger reserve 12 - 7,950
Own treasury shares 12 (2,611) (2,700)
Share option reserve 12 - 4,218
Retained earnings 12 (114,075) (117,269)
------------------------------------------ ----- -------------- --------------
Total shareholders' funds 33,109 41,994
------------------------------------------ ----- -------------- --------------
The accompanying notes form part of the financial
statements.
The Company Financial Statements on pages 29 to 42 were approved
by the Board of Directors on 30 March 2021 and were signed on its
behalf by:
Adrian Collins
Director
Company number 08922456
Company Statement of Changes in Equity
for the year ended 30 November 2020
Share
Share Share Merger options Retained
capital premium reserve reserves Own shares earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ --------- --------- --------- ---------- ----------- ---------- ----------
Balance at 1 December
2018 3,793 146,002 7,950 2,758 (2,700) 35,271 193,074
------------------------ --------- --------- --------- ---------- ----------- ---------- ----------
Loss for the year - - - - - (134,483) (134,483)
Share based payment
charges - - - 1,460 - - 1,460
Dividends paid - - - - - (18,057) (18,057)
Balance at 30 November
2019 3,793 146,002 7,950 4,218 (2,700) (117,269) 41,994
------------------------ --------- --------- --------- ---------- ----------- ---------- ----------
Loss for the year - - - - - (7,899) (7,899)
Share based payment
charges - - - 491 - - 491
Transfer of shares
from the trust - - - - 89 (89) -
Transfers (note 12) - - (7,950) (4,709) - 12,659 -
Fund raise costs (note
12) - - - - - (1,477) (1,477)
Balance at 30 November
2020 3,793 146,002 - - (2,611) (114,075) 33,109
------------------------ --------- --------- --------- ---------- ----------- ---------- ----------
The accompanying notes form part of the financial
statements.
Company Cash Flow Statement
for the year ended 30 November 2020
Year ended Year ended
30 November 30 November
2020 2019
Note GBP'000 GBP'000
------------------------------------------- ----- ------------- -------------
Cash flows from operating activities
Loss for the year (7,899) (134,483)
Adjustments for:
Equity settled share-based payment
expenses 12 491 1,460
Loss on investments measured at
fair value through profit or loss 10 9,152 -
Impairment of investments in subsidiaries 10 - 20,300
Changes in:
Other receivables 13 53,492 101,108
Other payables 13 (54,838) 30,030
Net cash inflow from operating activities 398 18,415
------------------------------------------- ----- ------------- -------------
Cash flows from financing activities
Share issue costs paid 12 (108) -
Dividends paid during the year 8 - (18,057)
Net cash outflow from financing
activities (108) (18,057)
------------------------------------------- ----- ------------- -------------
Net increase in cash and cash equivalents 290 358
Cash and cash equivalents at the
start of the financial year 362 4
Cash and cash equivalents at the
end of the financial year 652 362
------------------------------------------- ----- ------------- -------------
The accompanying notes form part of the financial
statements.
Notes to the Company Financial Statements
for the year ended 30 November 2020
1. Basis of accounting
Logistics Development Group plc (formerly Eddie Stobart
Logistics plc) (the "Company") is a public company limited by
shares and incorporated and domiciled in England and Wales. Its
registered address is Stretton Green Distribution Park, Langford
Way, Appleton, Warrington, Cheshire, England, WA4 4TQ. The Company
changed the name on 9 February 2021.
Basis of preparation
The Financial Statements were prepared in accordance
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 previously presented consolidated financial
statements. On 9 December 2019, the Company disposed of its only
subsidiary undertaking, Greenwhitestar Acquisitions Limited
("GWSA"), as discussed further in note 2. At 30 November 2020, the
Company has no subsidiaries and, as such, no consolidated financial
statements have been presented. The Financial Statements therefore
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 period
of 3 years which indicate 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
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.
(a) Investments in associates - associates are all entities over
which the Company has significant influence but not control or
joint control. Investments in associates are initially recognised
at fair value and subsequently measured at fair value through
profit or loss.
(b) 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;
- 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 they occur.
(c) 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 derecognised 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.
(d) Share-based payments - the Company operated a number of
equity-settled, share-based compensation plans, under which GWSA
and the Company received services from employees as consideration
for equity instruments (options) of the Company. The fair values of
the employee services received in exchange for the grant of the
options was recognised as an expense. The cancellation of
equity-settled plans is accounted for as an acceleration of the
vesting period and therefore any amount unrecognised that would
otherwise have been charged should be recognised immediately.
(e) 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.
(f) 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.
(g) 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.
(h) Operating segments - the Company now has a single operating
segment on a continuing basis, namely investment in the logistics
services business.
(i) 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.
(j) 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 year ended 30 November 2020 that have a material
impact on the financial statements of the Company. The new leases
standard IFRS 16, effective from the period commencing 1 December
2019, did not impact the financial statements of the Company as it
does not have lease contracts.
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 elected to
measure its investment in Marcelos Limited, the new intermediate
holding company of the GWSA Group, at fair value through profit and
loss. The election is taken on the basis of the investment being a
'venture capital' investment under IAS 28 'Investments in
Associates and Joint Ventures'.
The Company is currently in the start-up phase and is working
towards fully transitioning to becoming an Investing company with
an investment manager in place (see Note 17 Subsequent Events). 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.
Had the election not been made, the investment in Marcelos
Limited would have been subject to equity accounting that involves
recognition of the investment at cost and subsequent measurement at
cost plus a share of profits and losses of the GWSA Group, less
dividends received.
(ii) Fair value of the investments - the Directors estimated the
fair value of the investment in Marcelos Limited. The fair value at
the period end was calculated on the basis of the market
capitalisation of the Company. This is because, as at the 30
November 2020, the investment in Marcelos Limited was the only
material asset held by the Company.
The Directors believe that using observable market inputs at the
period end represents the most suitable valuation methodology given
the short trading period since the acquisition and Covid-19
situation. In addition, the Directors have also reviewed other
valuation metrics such as peer group trading multiples. Based on
these metrics the current valuation is justifiable, albeit at the
lower end of the range of possible values. The Directors having
established a policy to value investments will reconsider the
valuation of this investment at 30 November 2021 in line with the
policy. The initial fair value of the acquired investment in
Marcelos Limited of GBP45m was based on the market capitalisation
of the Company at the date of its re-admission to AIM on 26
February 2020. The Directors believe this value best represents the
price of the Company that would be received in an orderly
transaction between market participants at acquisition. The
investment was subsequently valued at 30 November 2020 using the
market capitalisation of the Company at that date.
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.
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:
2020 2019
GBP'000 GBP'000
------------------------------------- --------- ----------
Loss before tax (7,899) (134,483)
Exceptional (income) / expense (3,415) 128,724
Underlying EBIT (11,314) (5,759)
--------------------------------------- --------- ----------
Weighted average number of Ordinary
Shares - Basic 379,347 379,347
--------------------------------------- --------- ----------
Weighted average number of Ordinary
Shares - Diluted 379,347 379,347
--------------------------------------- --------- ----------
Underlying Basic loss per share
for total operations (3.0p) (1.5p)
--------------------------------------- --------- ----------
Underlying Diluted loss per share
for total operations (3.0p) (1.5p)
--------------------------------------- --------- ----------
4. Employees and Directors
Staff costs and the average number of persons (including
Directors) employed by the Company during the year are details
below:
2020 2019
GBP'000 GBP'000
---------------------------------------- -------- --------
Staff costs for the Company during the
year
Wages and salaries, including payments
on termination 292 1,506
Social security costs 26 199
Pension costs - 16
----------------------------------------- -------- --------
318 1,721
----------------------------------------- -------- --------
Average monthly number of employees
Management 3 8
------------------------------------------ -------- --------
A summary of Directors' remuneration (key management personnel)
is detailed below:
2020 2019
GBP'000 GBP'000
---------------------------------------- -------- --------
Emoluments, bonus and benefits in kind 245 1,424
Pension costs - 13
Total Directors' remuneration 245 1,437
----------------------------------------- -------- --------
Remuneration of the highest paid Director is detailed below:
2020 2019
GBP'000 GBP'000
---------------------------------------- --------- --------
Emoluments, bonus and benefits in kind n/a 543
----------------------------------------- --------- --------
5. Exceptional items
During the year, the Company recognised exceptional income in
relation to the transaction costs of GBP2,845,000 associated with
the disposal of GWSA and 2019-related audit fees of GBP570,000. The
costs were incurred by the Company in 2019 and ultimately borne by
GWSA upon completion of the transaction in accordance with deal
arrangements.
During the prior year, the Company recognised exceptional costs
of GBP128,724,000. An impairment test of the investments in
subsidiaries was carried out which resulted in GBP20,300,000
impairment of investment and GBP99,296,000 impairment of
intercompany receivables. Transaction costs of GBP8,981,000 were
recognised in relation to the disposal of GWSA. Restructuring costs
of GBP147,000 were recognised in relation to the exit of the
previous CEO who left the business on 23 August 2019.
6. Audit fees
During the year, 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:
2020 2019
GBP'000 GBP'000
------------------------------------------------ -------- --------
Fees payable for the audit of the Company's
annual financial statements 114 565
Audit-related assurance services 96 500
Other assurance services (fund raise expenses) 554 -
------------------------------------------------- -------- --------
Total fees payable to Company's
auditors 764 1,065
-------------------------------------------------- -------- --------
7. Income tax charge
The Company did not recognise current and deferred income tax
charge or credit. The deferred tax asset of GBP219,000 was not
recognised as the Directors do not consider that there is
sufficient certainly over its recovery. The underlying tax losses
can be carried forward indefinitely.
The income tax charge for the year included in the statement of
comprehensive income can be reconciled to loss before tax
multiplied by the standard rate of tax as follows:
2020 2019
GBP'000 GBP'000
-------------------------------------------------- -------- ----------
Loss before tax (7,899) (134,483)
--------------------------------------------------- -------- ----------
Expected tax credit based on a corporation
tax rate of 19% (2019: 19%) (1,501) (25,552)
--------------------------------------------------- -------- ----------
Effect of expenses not deductible in determining
taxable profit 1,282 24,817
--------------------------------------------------- -------- ----------
Group relief - 735
--------------------------------------------------- -------- ----------
Unused tax losses for which no deferred
tax asset has been recognised 219 -
--------------------------------------------------- -------- ----------
Income tax charge - -
---------------------------------------------------- -------- ----------
In the Spring Budget 2020, the UK Government announced that from
1 April 2020 the corporation tax rate would remain at 19% (rather
than reducing to 17%, as previously enacted). This new law was
substantively enacted on 17 March 2020. The March 2021 Budget
announced an increase in the UK standard rate of corporation tax to
25% from 1 April 2023. The legislation was not enacted during the
year so deferred tax has been provided using the enacted rate of
19%. If deferred tax was calculated using the 25% rate the net
deferred tax liability recognised at the balance sheet date would
be increased from GBP219,000 to GBP288,000.
8. Dividends
At the date of approving these Financial Statements, no final
dividend has been approved or recommended by the Directors (2019:
GBP18.1m).
2020 2019
GBP'000 GBP'000
----------------------------------------------- --------- --------
Final dividend for the year ended 30 November
2018 of 4.76p per share - 18,057
------------------------------------------------ --------- --------
9. Earnings per share
Basic earnings per share amounts are calculated by dividing loss
for the period attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares
outstanding during the 12 months to the period end.
Diluted earnings per share amounts are calculated by dividing
the 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's share options were
considered anti-dilutive and were cancelled on 9 December 2019 (see
note 12) and hence there are no dilutive instruments to be included
in the calculation.
2020 2019
GBP'000 GBP'000
---------------------------------------- -------- ----------
Loss attributed to equity shareholders (7,899) (134,483)
------------------------------------------ -------- ----------
Weighted average number of Ordinary
Shares - Basic 379,347 379,347
------------------------------------------ -------- ----------
Weighted average number of Ordinary
Shares - Diluted 379,347 379,347
------------------------------------------ -------- ----------
Basic loss per share for total
operations (2.1p) (35.5p)
Diluted loss per share for total
operations (2.1p) (35.5p)
------------------------------------------ -------- ----------
10. Investments
Investment of 100 per cent shares of GWSA, held at cost less
impairment, was disposed of on 9 December 2019. No gain or loss was
recognised on disposal as the investment had been written down to
its recoverable value in the second half of 2019.
In exchange for the sale of the shares in GWSA, an investment of
49 per cent of shares of Marcelos Limited, the new intermediate
holding company of the GWSA Group, was received and this investment
was recognised. The Directors elected to measure the investment at
fair value through profit or loss and categorised it within Level 2
of the fair value hierarchy.
Greenwhitestar
Acquisitions Marcelos
Limited Limited Total investments
GBP'000 GBP'000 GBP'000
---------------------------- --------------- --------- ------------------
30 November 2018 65,300 - 65,300
----------------------------- --------------- --------- ------------------
Impairment during the year (20,300) - (20,300)
----------------------------- --------------- --------- ------------------
30 November 2019 45,000 - 45,000
----------------------------- --------------- --------- ------------------
Disposals during the year (45,000) - (45,000)
Additions during the year - 45,000 45,000
Change in fair value - (9,152) (9,152)
----------------------------- --------------- --------- ------------------
30 November 2020 - 35,848 35,848
----------------------------- --------------- --------- ------------------
The fair value of the investment in Marcelos Limited was
calculated on the basis of the market capitalisation of Logistics
Development Group plc as the Directors considered this best
represents the value of the 49 per cent share in Marcelos Limited.
This is because, as at 30 November 2020, the investment in Marcelos
Limited was the only material asset held by the Company and
therefore the Directors believe it is reasonable to infer a fair
value for the GWSA Group based upon the Company's market
capitalisation.
The following inputs were used when calculating market
capitalisation:
2020 2019
GBP'000 GBP'000
----------------------- -------- --------
Number of shares '000 379,347 379,347
Share price, p 9.45 11.90
------------------------ -------- --------
Market capitalisation 35,848 45,000
------------------------ -------- --------
The share price of 11.9p represents the price of Logistics
Development Group plc shares at the date of re-admission to AIM (26
February 2020).
11. Financial assets and liabilities
2020 2019
GBP'000 GBP'000
-------------------------------------- -------- --------
Financial assets at fair value
through the profit or loss
Investments in associate (see
note 10) 35,848 -
Financial assets at amortised
cost
Amounts owed by related undertakings
(see note 13) - 52,936
Other receivables 28 584
---------------------------------------- -------- --------
Total financial assets 35,876 53,520
---------------------------------------- -------- --------
Financial liabilities at amortised
cost
Amounts owed to related undertakings
(see note 13) 1,235 52,936
Other payables 2,184 3,952
---------------------------------------- -------- --------
Total financial liabilities 3,419 56,888
---------------------------------------- -------- --------
Cash and cash equivalents (652) (362)
Net debt 583 (362)
---------------------------------------- -------- --------
All financial assets and liabilities mature within one year. The
fair value of those assets and liabilities approximates their book
value.
Other receivables represents prepayments. Other payables include
accruals of GBP2,122,000 with GBP1,369,000 relating to the accrued
fund raise costs (see note 12). The prior period other payables
included accruals of GBP3,949,000 which consisted predominantly of
exceptional accruals released in the current year.
The value of the investment in Marcelos Limited is directly
connected to the market capitalisation of the Company that is based
on the quoted share price. The sensitivity analysis of the share
price fluctuation can be seen below:
Fair value income
/ (loss)
'000
-------------------------------- ------------------
Increase in share price of the
Company by 5% 1,792
Decrease in share price of the
Company by 5% (1,792)
-------------------------------- ------------------
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:
Liquidity risk
The Company finances its operations by equity. 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.
Credit risk
The Company's principal exposure to credit risk is in the
amounts owed by related undertakings and is considered not to be
significant.
Capital management
Capital comprises share capital of GBP3.8m (2019: GBP3.8m) and
share premium of GBP146m (2019: GBP146m). The Company's short-to
medium-term strategy continues to be to strengthen its capital base
in order to sustain the future development of the business. The
Company also focuses on the management and control of working
capital in order to reduce net debt.
12. Capital and reserves
Called up Share
No of share premium
shares capital account
'000 GBP'000 GBP'000
------------------------------------- -------- ---------- ---------
Ordinary shares of 1p each in issue
at 30 November 2019 379,347 3,793 146,002
Ordinary shares of 1p each in issue
at 30 November 2020 379,347 3,793 146,002
------------------------------------- -------- ---------- ---------
All of the ordinary shares in issue referred to in the table
above were authorised and are fully paid.
On disposal of shares in GWSA, the Company transferred a merger
reserve, relating to the acquisitions of iForce group in 2017, to
retained earnings.
Costs in relation to the fund raise in December 2020 (see note
17) were deducted from the retained earnings reserve.
Own treasury shares
Included in the total number of ordinary shares outstanding
above are 1,634,304 (2019: 1,690,000) ordinary shares held by the
Company's employee benefit trust. The ordinary shares held by the
trustee of the Company's employee benefit trust pursuant to the SIP
are treated as Own shares in the Company's Balance Sheet in
accordance with IAS 32 . During the year, 55,696 (2019: nil) shares
were transferred to employees of the GWSA Group.
Own shares reserve
This reserve arose when the Company issued equity share capital
under its Share Incentive Plan (SIP) which is held in trust by the
trustee of the Company's employee benefit trust. If these shares
are forfeited throughout the vesting period for leavers or another
reason they will continue to be owned by the trust and therefore
will continue to be presented within Own shares in the Company
Financial Statements.
Share options reserves
On 9 December 2019, the Company cancelled all of its share award
plans: Long-term incentive plan (LTIP) and Share incentive plan
(SIP). An accelerated charge of GBP374,000 was recognised in
relation to SIP and GBP117,000 was recognised in relation to LTIP.
The balance of the share option reserve was transferred into
retained earnings.
Fund raise costs
During the year, the Company incurred transaction costs of
GBP1,477,000 in anticipation of an issuance of equity instruments
in December 2020 and recorded these as a deduction from the
retained earnings reserve in accordance with the Companies Act
2006.
13. Significant non-cash transactions
On 9 December 2019, as part of the disposal of shares in GWSA,
the Company novated and offset GBP53m of amounts owed by and to
related undertakings. No material gain or loss was recognised as
the intercompany receivables and payables have been written down to
net nil as at November 2019 ahead of the disposal.
14. Related party transactions
From the date of the disposal of the investment in its
subsidiary, GWSA, the Company entered into commercial transactions
with GWSA as follows:
Amounts owed to related parties
GBP'000
------------------------------------ --------------------------------
9 December 2019 -
------------------------------------ --------------------------------
Purchases from related parties 385
Reimbursement from related parties 850
------------------------------------- --------------------------------
30 November 2020 1,235
------------------------------------- --------------------------------
15. Capital commitments
At 30 November 2020, the Company had no commitments (2019:
GBPnil).
16. Contingent liabilities
As at 30 November 2019, the Company was part of an unlimited
bank cross guarantee arrangement with other subsidiary undertakings
with a maximum potential liability of GBP124m.
On 9 December 2019, the Company was excluded from the
arrangement as, due to the terms of the agreement with the bank, it
was no longer part of the GWSA Group. As a result, the Company has
no contingent liabilities as at 30 November 2020.
17. Subsequent events
On 9 December 2020 the Company announced that it had reached its
initial fund-raising target and had raised GBP9.0m via a Placing
and Subscription in connection with the Company's proposed
conversion to an investing company. The Company also announced its
intention to raise up to an additional GBP7.0m via an Open offer to
allow Qualifying Shareholders to participate on the same terms as
the Placing and Subscription.
On the same date, 9 December 2020, the Company announced that it
intended to change its name to "Logistics Development Group plc"
following Admission to AIM as an investing company by resolution of
the Board. The Company subsequently announced that the name change
had been successfully registered on 9 February 2021.
The Company announced on 29 December 2020 that the Open Offer
announced on 9 December 2020 had closed oversubscribed. The Company
raised total gross proceeds of approximately GBP7.0 million from
the Open Offer, which, together with the GBP9.0m raised by way of
the Placing and Subscription, meant the Company raised a total of
approximately GBP16.0m gross proceeds (GBP14.5m net proceeds after
expenses) as a result of the Placing, Subscription and Open
Offer.
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 T he 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 b oard of directors of the Company
Brexit A reference to the UK's withdrawal
from the European Union on 31 December
2020
CAGR Compound annual growth rate
CGU Cash Generating Unit
Company 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
DBAY Transaction On 9 December 2019 DouglasBay Capital
III Fund LP, a fund managed by DBAY
Advisors Limited completed the acquisition
of an indirect 51% equity stake in
Greenwhitestar Acquisitions Limited.
Directors The Directors of the Company as at
the date of this document, as identified
on page 10
EBITDA Earnings before interest, tax, depreciation
and amortisation
EPS Earnings per share
FY19 Financial Year ended 30 November
2019
FY20 Financial Year ended 30 November
2020
GWSA Greenwhitestar Acquisitions Limited,
the operational holding company of
the Eddie Stobart trading entities;
Eddie Stobart Limited, iForce Limited,
The Pallet Network Limited and The
Logistic People Limited.
GWSA Group Marcelos Limited and all of its subsidiaries
from time to time
HY19 Six month period ended 31 May 2019
HY20 Six month period ended 31 May 2020
IAS International Accounting Standards
IFRS International Financial Reporting
Standards
Investment Management An investment management agreement
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 page 6
LTIP The Long Term Incentive Plan
Marcelos Marcelos Limited, a company incorporated
on the Isle of Man (company no. 016829v),
whose registered office is at First
Names House, Victoria Road, Douglas,
Isle of Man, IM2 4DF
Ordinary Shares/Shares Ordinary shares of GBP0.01 each in
the capital of the Company
PIK loan facility Loan of GBP55m used to effect the
DBAY transaction, which carries interest
at 18% compounding quarterly, maturing
in November 2025.
PWC The Company's auditor
QCA Quoted Companies Alliance
QCA Governance Code QCA Corporate Governance Code for
Small and Mid-Size Quoted Companies
published by the QCA
SIP Share Incentive Plan described on
page 20
UK GAAP UK Generally Accepted Accounting
Principles
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END
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