TIDMLDG
RNS Number : 0456S
Logistics Development Group PLC
06 March 2023
6 March 2023
Logistics Development Group plc
(or "LDG" or the "Company")
Results of General Meeting
LDG is pleased to announce that, at a general meeting of the
Company's shareholders held earlier today (the "General Meeting"),
the resolutions, as set out in the Notice of General Meeting dated
6 March 2023, were duly passed by shareholders by way of a poll.
Full details of the voting at the General Meeting are set out in
the table below.
Share Buyback and Waiver of Rule 9 of the Takeover Code
The Company intends to commence the Share Buyback, as approved
by shareholders at the General Meeting, in due course. Shareholders
should note that the Board reserves the right to decide how much of
the Company's issued share capital will be repurchased under Share
Buyback Authority, and may decide to discontinue the Share Buyback
entirely in the event that the Board decides that it would not be
in the best interests of the Company and its shareholders as a
whole for the Company to undertake or continue the Share Buyback,
at the relevant time.
The Company has successfully applied for and received a waiver
from The Takeover Panel of the requirement for the Concert Party to
make a mandatory offer under Rule 9 of the City Code on Takeovers
and Mergers as a result of the exercise of the Share Buyback
Authority (the "Panel Waiver"). The Panel Waiver was subject to
Independent Shareholders approving the Waiver Resolution by way of
a poll at the General Meeting. As more than 50 per cent. of the
votes were cast in favour, the Waiver Resolution was duly passed by
the Independent Shareholders by way of poll at the General
Meeting.
The Concert Party comprises DBAY Fund II and those acting, or
deemed to be acting, in concert with it, as more fully described in
paragraph 5 of Part I ( Letter from the Chairman of Logistics
Development Group plc ) of the Circular.
As of today, members of the Concert Party have an interest in
LDG shares equating to an aggregate of 32.29 per cent. of the
issued share capital of the Company. If the maximum number of LDG
shares are bought back by the Company pursuant to the Share Buyback
Authority and assuming the Concert Party does not participate in
the Share Buyback and no further LDG shares are issued by the
Company, then the Concert Party would, in aggregate, hold interests
in LDG shares carrying a maximum of 40.36 per cent. of the issued
share capital of the Company, as set out in the table below.
Name of ultimate Number of Current percentage Maximum percentage
beneficial owner LDG shares of the issued of the issued share
held share capital capital of the Company**
of the Company (%)
(%)*
DBAY Fund III 143,701 ,525 25.58 31.98
------------- ------------------- --------------------------
Colin Kingsnorth 11,838,807 2.11 2.63
------------- ------------------- --------------------------
Alex Paiusco 9,722,790 1.73 2.16
------------- ------------------- --------------------------
David Morrison 5,000,000 0.89 1.11
------------- ------------------- --------------------------
Saki Riffner 4,532,339 0.81 1.01
------------- ------------------- --------------------------
Mike Branigan 2,745,072 0.49 0.61
------------- ------------------- --------------------------
Andrew Pegge 1,838,807 0.33 0.41
------------- ------------------- --------------------------
Mike Haxby 1,290,347 0.23 0.29
------------- ------------------- --------------------------
Peter Nixon 706,467 0.13 0.16
------------- ------------------- --------------------------
Total 181,376,154 32.29 40.36
------------- ------------------- --------------------------
*Excluding the Cancellation Shares (as defined below)
** Assuming 112,352,944 LDG shares are acquired pursuant to the
Share Buyback Authority and the Concert Party does not participate
in the Share Buyback and no further LDG shares are issued by the
Company.
Capital Reduction
As set out in paragraph 4 of Part I of the circular published by
the Company on 16 February 2023 (the "Circular " ), the Company
intends to make an application for a Court Order to cancel
140,441,180 Ordinary Shares (the "Cancellation Shares") by way of a
Court-approved reduction of capital, as approved by the
Shareholders at the General Meeting. A provisional date of 17 March
2023 has been obtained for the directions hearing, and 28 March
2023 for the confirmation hearing. These dates are subject to
change depending on the Court's timetable.
Voting at the General Meeting
The results of the poll are set out below.
No. Resolution In favour Against Total Votes withheld
votes
cast as
a % of
issued
share
capital
*
Votes % Votes %
----------- --------- ---- --------------
Share Buyback
1. Resolution 207,904,297 99.88 252,931 0.12 37.05 8,188,857
----------------- ----------- ----- --------- ---- -------- --------------
2. Waiver Resolution 50,266,600 91.84 4,466,035 8.16 9.74 161,613,450
----------------- ----------- ----- --------- ---- -------- --------------
Capital Reduction
3. Resolution 203,700,365 97.86 4,460,371 2.14 37.05 8,185,349
----------------- ----------- ----- --------- ---- -------- --------------
*Excluding the Cancellation Shares
The full text of the resolutions above are set out in the Notice
of General Meeting dated 16 February 2023. The Capital Reduction
Resolution was proposed as a special resolution.
As at 6 March 2023, the Company's issued share capital,
excluding the Cancellation Shares, consisted of 561,764,720
ordinary shares, carrying one vote per share, with no LDG shares
held by the Company in treasury. In accordance with LDG's Articles
of Association, on a poll every member present in person or by
proxy has one vote for every LDG share held.
In accordance with the terms of the Panel Waiver, only
Independent Shareholders were entitled to vote on the Waiver
Resolution. Therefore, any votes by members of the Concert Party in
respect of the Waiver Resolution were not taken into account. Votes
withheld are not votes in law and therefore have not been counted
in the calculation of the proportion of the votes for and against
any resolution. Link Group was appointed as the scrutineer for
vote-taking at the General Meeting.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Circular.
For enquiries:
Logistics Development Group 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 Dance
Richard Johnson
Abigail Wennington +44 (0) 20 7409 3494
Investec Bank plc
(Broker)
Gary Clarence
Harry Hargreaves +44 (0) 20 7597 5970
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END
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March 06, 2023 09:23 ET (14:23 GMT)
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