Annual Report and
Financial Statements 2020
Logistics Development Group plc Annual Report and Financial Statements 2020
Table of contents
Strategic Report
Letter from Chairman
Business and Financial review
Risk management and principal risks
Governance
Board of Directors
Chairman’s Governance Statement
The Board
Audit Committee report
Remuneration Committee report
Directors’ report
Statement of directors’ responsibilities
Financial Statements
Independent Auditors’ report
Company Statement of Comprehensive Income
Company Statement of Financial Position
Company Statement of Changes in Equity
Company Cash Flow Statement
Notes to the Company Financial Statements
Glossary
Advisors
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Annual Report and Financial Statements 2020
Strategic Report
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
pages 6 to 7 below.
Review of the year
The financial results for the year ended 30 November 2020
show an underlying EBIT2 loss of £11.3m (2019: loss of
£5.8m) before exceptional income of £3.4m (2019:
expenses of £128.7m) and a loss before tax of £7.9m
(2019: loss of £134.5m) 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”)1. 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
£70m 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 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.
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Logistics Development Group plc Annual Report and Financial Statements 2020
Letter from Chairman continued
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 £874.3m (2019 £857.5).
Underlying EBITDA was £145.5m (2019: £4.2m). This includes
the impact of the implementation of IFRS 16 Leases, which
contributed £97.7m to EBITDA. Excluding the impact of IFRS 16,
EBITDA increased to £47.8m (2019 £4.2); and
Net Debt (excluding the impact of IFRS 16) reduced by £77.2m
to £144.5m.
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
£16m (net £14.5m), 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
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
2
Annual Report and Financial Statements 2020
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 (“LDG”, “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 Group1
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 £70m 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 £6m 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 the 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 £35.8m thus
incurring a £9.2m 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 £2.2m (2019:
costs of £5.8m) because the company no longer incurs
any executive directors’ remuneration, has incurred a lower
share-based payment charge and has a lower audit fee.
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Logistics Development Group plc Annual Report and Financial Statements 2020
Business and financial review continued
for the year ended 30 November 2020
The Company’s underlying EBIT2 loss in the year was
£11.3m (2019: loss of £5.8m) before exceptional income
of £3.4m (2019: exceptional expense of £128.7m) and
statutory loss before tax was £7.9m (2019: loss of
£134.5m). During the year, the Company recognised an
exceptional income of £3.4m comprising the transaction
costs of £2.8m associated with the disposal of GWSA and
2019-related audit fees of £0.6m. The costs were ultimately
borne by GWSA in accordance with the deal arrangements.
During the prior year, the Company recognised exceptional
expenses of £128.8m 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 £874.3m (2019 £857.5).
Underlying EBITDA was £145.5m (2019: £4.2m). This includes
the impact of the implementation of IFRS 16 Leases, which
contributed £97.7m to EBITDA. Excluding the impact of IFRS 16,
EBITDA increased to £47.8m (2019 £4.2); and
Net Debt (excluding the impact of IFRS 16) reduced by £77.2m
to £144.5m.
Net debt
As at the reporting date, the Company has cash reserves of
£0.7m (2019: £0.4m) and related party borrowings of £1.2m
(2019: Nil). Following the year end, the Company
successfully raised £16m in aggregate (pre fund raise
costs of £1.5m) 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 £53m 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 £2.8m
associated with the disposal of GWSA and 2019-related
audit fees of £0.6m. 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 £128.8m. An
impairment test of the investments in subsidiaries was
carried out which resulted in £20.3m impairment of
investment and £99.3m impairment of intercompany
receivables. Transaction costs of £9.0m were recognised
in relation to the disposal of GWSA. Restructuring costs of
£0.1m 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.
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Annual Report and Financial Statements 2020
Business and financial review continued
for the year ended 30 November 2020
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
£0.2m 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:
£Nil) and no final dividend is being recommended (2019:
£Nil).
In the year, the Company has revalued its investment in
Marcelos to £35.8m (thus incurring a £9.2m 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 £35.8m 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.
Earnings per share
Subsequent Events
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
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 £45m, 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.
On 9 December 2020 the Company announced that it
had reached its initial fund-raising target and had raised
£9.0m 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 £7.0m 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 £7.0 million from the Open Offer, which,
together with the £9.0m raised by way of the Placing and
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
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Logistics Development Group plc Annual Report and Financial Statements 2020
Business and financial review continued
for the year ended 30 November 2020
Subscription, meant the Company raised a total of
approximately £16.0m gross proceeds (£14.5m 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.
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Annual Report and Financial Statements 2020
Business and financial review continued
for the year ended 30 November 2020
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. Share-
holders 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
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.
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Logistics Development Group plc Annual Report and Financial Statements 2020
Risk management and principal risks
Risk management framework
The Board is ultimately responsible for setting the Group’s risk appetite and overseeing the effective management of risk.
The Board has delegated oversight of risk management and internal controls to the Audit Committee.
During the 2020 financial year, day to day risk management was the responsibility of the senior management team.
The risk management framework setting out the Group’s risk management’s processes and procedures is reviewed by
the Audit Committee annually. The mitigating factors and actions in place for each risk was recorded on a risk register
and a report on the review of that register by senior management was submitted to the Audit Committee.
Principal risks
Following its transition to an investing company the principal risks faced by the Company differ from those faced during
the 2019 financial year when the Company was the owner of 100 per cent of the GWSA Group. The Company has
delegated the management of its assets to DBAY as Investment Manager and the remaining corporate and compliance
risks are managed by the Company Secretary reporting to the Board. The risk management framework has been updated
to reflect the differing nature of the principal risks faced by the Company. These risks are reviewed by the Directors through
the Audit Committee and at regular Board meetings.
RISKS
MITIGANTS
The Company may not achieve its strategic investment objectives in
a competitive market and challenging economic environment.
The Board believes the logistics sector will experience significant growth in
demand and has appointed an experienced Investment Manager to manage
the Company’s assets.
The Company’s level of profit will be reliant upon the performance of the assets
acquired and the Investing Policy.
The Board has appointed an experienced Investment Manager tasked with
meeting the Company’s investment objectives.
The success of the Investing Policy depends on the Investment Manager’s ability
to identify investments in accordance with the Company’s investment objectives
and to interpret market data correctly. The Company cannot estimate how long it
will take to identify suitable acquisition opportunities or whether it will be able to
identify any suitable acquisition opportunities.
The Board has appointed an experienced Investment Manager tasked with
meeting the Company’s investment objectives.
No assurance can be given that the strategy to be used will be successful under
all or any market conditions or that the Company will be able to generate positive
returns for Shareholders.
The Board has appointed an experienced Investment Manager tasked with
meeting the Company’s investment objectives.
GWSA Group, the supply chain, transport and logistics group, which is currently
the Company’s sole investment, may not perform in line with its management
team’s expectations and/or may be adversely affected by an external risk
(such as a change in economic or operating environment).
The Board of the Company receives regular financial and business performance
information from GWSA under agreed governance arrangements enabling the
Board to closely monitor its investment. Two of the Company’s Directors have
been appointed to the board of GWSA, supporting close links and information
flow between the Company and the group.
An Executive Chairman with strong experience of the logistics sector and who
knows the GWSA business well has been appointed and the Finance function
has been significantly enhanced. The strong leadership team is experienced in
managing risk in a challenging economic environment.
The complexity of the structure of the Company’s investment following
completion of the DBAY transaction gives rise to a risk of inadvertent
non-compliance with legal and/or regulatory requirements.
The Company retains a qualified and experienced company secretary with
the support of external advisers to assist in ensuring legal and regulatory
compliance. The Board is closely involved in addressing any legal or regulatory
matters as they arise.
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Annual Report and Financial Statements 2020
Risk management and principal risks continued
COVID-19
The COVID-19 outbreak could have an adverse effect on the Company’s business including the ability of the Company to
undertake adequate due diligence on potential targets and hence the timing of any such transaction. The virus has spread
rapidly across the globe and the pandemic has had an unprecedented impact on the global economy as governments react
to this public health crisis, which has created significant uncertainties. The extent of the impact of the pandemic on the
Company’s business, results of operations, financial condition or prospects will depend upon future developments, including
the impact on capital and financial markets and the related impact on consumer behaviour, all of which are highly uncertain
and cannot be predicted.
Section 172 Statement
The directors consider that, both individually and collectively, they have acted in good faith in a way which would most
likely promote the success of the Company for the benefit of the members as a whole, and in doing so have had a regard
(amongst other matters) to factors in (a) to (f) as set out in s.172 (1) of the Companies Act 2006 for the decisions during the
year ended 30 November 2020. In making this statement the directors have considered the following matters:
Likely consequences of any decision in the long-term: the Board reviewed the Company’s strategy, as disclosed in the Strategic Report, during
the year and concluded that it remains appropriate to support the long-term success of the Company. Shorter term expectations in supporting
that strategy are approved by the Board as part of the annual budgeting process, against which the performance of the Company is then
monitored. Decisions taken during the year are made in the context of the Company’s strategy in order to ensure that they are consistent with
that strategy. The appointment of an investment manager to implement the Company’s investing policy is consistent with this strategy.
The interests of the Company’s employees: The Company is an investing company with (at the date of this report) only one employee.
The Board has ultimate responsibility for ensuring the Company’s decisions consider the interest of our employees.
The need to foster the Company’s business relationships with suppliers, customers and others: managing the Company’s relationships with
its professional suppliers and its investee companies is critical in ensuring the Company delivers on its strategy. The Board will maintain an
ongoing dialogue with the Investment manager, shareholders and investee companies.
The impact of the Company’s operations on the community and the environment: the Company does not have any assets or properties.
However, it will ensure that, through the investment manager, its investee companies will seek to have a positive impact on the communities
in which they operate and minimise the environmental impact of their operations.
The desirability of the Company maintaining a reputation for high standards of business conduct: the Board regularly reviews and updates,
where appropriate, its business conduct and ethics policies and ensures that these are communicated to relevant stakeholders.
The need to act fairly as between members of the Company: the Company always seeks to ensure that its communications are transparent
and its actions are in accordance with the Company’s stated strategic aims to promote the long-term success of the Company. On page 14
within the Corporate Governance Statement we detail how we engage with our shareholders, including both institutional investors and private
investors.
This Strategic Report was approved by the Board on 30 March 2021 and signed on its behalf by:
Adrian Collins
Director
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9
Logistics Development Group plc Annual Report and Financial Statements 2020
Governance
Board of Directors
Adrian Collins, Independent Non-executive Chairman
Stephen Harley, Independent Non-executive Director
Chair of the Audit Committee.
Appointed in April 2020.
Skills and experience: Adrian has worked in the
investment management industry for over 40 years most
recently at Liontrust Asset Management where he served
as Chairman from 2009 to 2019. Prior to that he was
Managing Director at Gartmore Investment Management
where he spent a large part of his career.
Other roles: Adrian is Chairman of CIP Merchant Capital
Ltd, Non-Executive Director of Hargreaves Lansdown plc
and Bahamas Petroleum Company plc.
Member of the Audit Committee and the Remuneration
Committee.
Appointed in April 2017.
Skills and experience: Stephen brings significant
international logistics and supply chain expertise to the
Board. He spent most of his 42 year career with Ford in
logistics and supply chain management and held the most
senior positions in this area as executive director for global
material planning and logistics and for parts supply and
logistics.
Other roles: Stephen was previously Managing Director,
Advance Manufacturing for Laing O’Rourke.
Saki Riffner, Non-executive Director
Member of the Audit Committee.
Appointed in February 2020.
Skills and experience: Saki brings significant experience
of the logistics sector having led acquisitions and managed
logistics-related investments by DBAY such as the
acquisition of TDG plc which was later sold to Norbert
Dentressangle (now part of XPO Corp.). Saki also brings
a deep understanding of the GWSA Group having been
closely involved in the listing of the Company on AIM in
2017 following the acquisition of the Eddie Stobart
business by DBAY in 2014.
Other roles: Saki is Chief Investment Officer and
co-founder of DBAY Advisors Ltd. Prior to his current
role Saki worked for Rothschilds and Laxey Partners.
10
Annual Report and Financial Statements 2020
Chairman’s Governance Statement
As the Company begins a new era as an AIM investing company, its governance will evolve to recognise the new role of
the Board and to support good business practices in the way the Company makes and monitors its investment decisions.
As Chairman one of my key responsibilities is supporting and promoting the evolution of this governance framework to
ensure it supports the successful achievement of the Company’s new strategy. By which I mean making sure we have in
place practices and endorse behaviours that support the Company in setting and reviewing its strategy, monitoring its
performance and that of the investment manager, understanding its risks and opportunities, and taking decisive action at
the right time based on the right information.
As outlined in principle 8 of the QCA Corporate Governance Code the culture we promote at Board level and within the
businesses the Company invests in will be key to this success. This Board is committed to upholding high ethical
standards that set the tone for how we expect the companies we invest in to do business.
The Directors acknowledge the importance of high standards of corporate governance. The Directors intend to continue
to adhere to the QCA Corporate Governance Code which sets out a standard of minimum best practice for small and
mid-sized companies, particularly AIM companies. As we move forward and our governance evolves we will continue to
be open and transparent about how we manage our business and how we take into account the interests of our
shareholders and other stakeholders.
Further information about the work of the Board, Audit Committee and Remuneration Committee in 2020 is set out on
pages 13 to 20.
Adrian Collins
Chairman
30 March 2021
Code compliance
The Company complied with the requirements and recommendations of the QCA Corporate Governance Code, which is considered
appropriate for an AIM listed company, throughout the financial year ended 30 November 2020 apart from at Principle 3, as the Company has
been a cash shell during the period. The Board consider this structure to be appropriate for the Company in its current status as an AIM
investing company and anticipate that the board will evolve in terms of its structure and diversity as the business grows and develops.
The Board intends to continue to comply with the QCA Corporate Governance Code to the extent the Code principles remain appropriate in
the light of the Company’s current status. Please see page 12 in relation to the Company’s governance structure.
Governance Structure
The Company has published a corporate governance statement, which explains how the Company satisfied most of the requirements of the
QCA Corporate Governance Code during the 2020 financial year and where relevant disclosures made in accordance with the QCA Corporate
Governance Code can be found.
The corporate governance statement is available on the Company’s website at www.ldgplc.com.
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Logistics Development Group plc Annual Report and Financial Statements 2020
Principles of the QCA Code
1
2
3
4
5
6
7
8
9
Establish a strategy and business model which promote long-term value for shareholders
Seek to understand and meet shareholder needs and expectations
Take into account wider stakeholder and social responsibilities and their implications for long-term success
Embed effective risk management, considering both opportunities and threats, throughout the organisation
Maintain the Board as a well-functioning, balanced team led by the chair
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Promote a corporate culture that is based on ethical values and behaviours
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
10
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The table above outlines the 10 principles of the QCA Corporate Governance Code. We have highlighted in the Annual Report where we explain
how we have applied the relevant principle of the code.
Governance Structure – QCA principle 9
Following completion of the DBAY transaction in December
2019, the Company holds, indirectly a 49 per cent interest
in GWSA, the holding company of the GWSA trading
entities (including Eddie Stobart, iForce and The Pallet
Network). The Company became a “cash shell” pursuant to
the AIM Rules and therefore, in order to remain admitted to
trading on AIM, was required, inter alia, to complete an
acquisition or acquisitions constituting a reverse takeover
within six months of the DBAY Transaction. For the
purposes of this requirement, becoming an Investing
Company is treated as a reverse takeover.
In light of the global COVID-19 pandemic, which impacted
public fundraising activities, and noting the Company’s
retained interest in GWSA, the London Stock Exchange
agreed to an extension to the six month timeline noted
above to 9 December 2020.
On 31 December 2020 the Company was re-admitted to
AIM having completed a successful fund-raising exercise
which resulted in it achieving its strategy to convert into an
investing company.
Since the date of completion of the DBAY transaction, the
Company has not had an executive leadership team and
has only one employed member of staff: the Deputy
Company Secretary. The Board comprises of three
directors all three of whom are non-executive directors,
reflecting a blend of different experience and backgrounds.
The structure and diversity of the board will develop as the
business grows and develops.
The Company has appointed DBAY Advisors to act as
Investment Manager with full power and authority to
manage the assets of the Company under an Investment
Management Agreement, which sets out the terms and
responsibilities of the Manager. The Company has
contracted with IQ EQ Global (UK) Limited for the provision
of certain administrative services, including day-to-day
financial accounting and the Company continues to receive
support services provided under a Transitional Services
Agreement from a subsidiary of GWSA, including the
services of the Company Secretary.
Following admission as an investing company on 31
December 2020 the Company entered into a Relationship
Agreement with DBAY (as a significant shareholder) to
manage the relationship between the Company and DBAY
and ensure that the Company will be capable of carrying
on its business independently and that all transactions
between the Company and DBAY will be at arms’ length
and on normal commercial terms.
See pages 6 and 7 for further details of the investment
policy and strategy and how the Investment Manager will
manage the company assets to deliver on the investment
strategy and create significant value for its shareholders
– QCA principle 1.
Copies of the Investment Management Agreement and the
Relationship Agreement referred to above can be found on
the company’s website at www.ldgplc.com.
Arrangements have been agreed for the management of
potential conflicts of interest that may arise in connection
from Saki Riffner and Stephen Harley being directors of
both GWSA and the Company, as described on page 17.
12
Annual Report and Financial Statements 2020
The Board
Role of the Board – QCA principle 9
Skills and experience – QCA principle 6
The role of the Board is to meet regularly to review,
formulate and approve the Company’s strategy, budgets,
corporate actions and oversee the Company’s progress
towards its goals. It has established an Audit Committee
and a Remuneration Committee with formally delegated
duties and responsibilities and with written terms of
reference using recommendations from the QCA guides on
board committees and FRC guidance on Audit
Committees. From time to time, separate committees may
be set up by the Board to consider specific issues when
the need arises.
Board members – QCA principle 5
Adrian Collins, was appointed independent Non-executive
Chairman in April 2020. Saki Riffner, Chief Investment
Officer of DBAY Advisors Ltd was appointed in February
2020. Stephen Harley was appointed shortly before the IPO
in April 2017. The Directors have determined that, given the
size of the Board, it is not appropriate to appoint a senior
independent non-executive director.
The Independence of Directors is reviewed annually and
the Board has determined that each of the Directors
demonstrates strong independent judgment. In the light of
Saki Riffner’s role with DBAY the Board has concluded that
he should not be considered independent. No other
Director has a relationship that could materially interfere
with the exercise of their independent judgment.
Other Directors during the 2020 financial year were
Christopher Casey from April 2017 to August 2020, Philip
Swatman from April 2017 until December 2019, Sebastien
Desreumaux, Chief Executive from August 2019 until
December 2019 and Anoop Kang, Chief Financial Officer
from April 2019 until December 2019.
Since the completion of the DBAY transaction, the
Company has not had a Chief Executive and there is
therefore no current document setting out a division of
responsibilities. The Company has however published on
its website a document describing the role of its Non-
executive Chairman.
The Board members bring a wealth of commercial and
financial expertise to the Board from a variety of
backgrounds. Please see the biographies of the Directors
on page 10 for further information on their skills and
experience.
Despite not having any executive directors, the non-
executive directors believe the Board has an appropriate
mix of skills and experience required for an AIM investing
company, which currently has no operations. Each Director
is aware of the importance of keeping their skills up to date.
During the 2020 financial year, the Company Secretary
provided briefings on developments in corporate
governance and the regulatory framework and advisers
have also provided briefings on regulatory obligations.
Time commitment – QCA principle 5
The time commitment expected of the Non-executive
Directors is commensurate with the size and complexity of
the Company and as necessary to properly perform their
duties. Attendance at a minimum of ten Board meetings a
year and the Annual General Meeting is expected when
appropriate.
Board Committees
The Board has established an Audit Committee and a
Remuneration Committee. Given the size of the Board it is
not considered necessary to establish a Nomination
Committee.
During the 2020 financial year all Non-Executive Directors
continued to be members of the Audit Committee and
Remuneration Committee. As noted above, the terms of
reference of these committees, which are available on the
Company’s website, have been updated to reflect the
evolving governance structure of the Company as an
investing company.
Board and Committee meetings and attendance
– QCA principle 5
Board meetings are scheduled to be held monthly with ad
hoc meetings called when needed. Twelve Board meetings
were held in the financial year ended 30 November 2020
and ad-hoc meetings were held to facilitate Board oversight
as matters required attention between regular scheduled
meetings. All Directors attended all scheduled Board and
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Logistics Development Group plc Annual Report and Financial Statements 2020
The Board continued
Committee meetings they were entitled to attend during the
year following appointment unless there were previously
arranged engagements during the first year of appointment.
The table below illustrates attendance by Directors at
scheduled meetings in the 2020 financial year that they
were entitled to attend as members.
the process for conversion to an AIM-listed investing company to
give effect to the DBAY transaction approved by shareholders;
re-assessment of accounting policies and practices and
management judgments in relation to accounting matters as a
cash shell;
Director
Current Directors
A Collins1
S Harley
S Riffner2
Former Directors
C Casey
Board
Audit Committee Remuneration Committee
8/8
12/12
9/10
2/2
9/9
7/8
0
0
0
Board
Audit Committee Remuneration Committee
7/7
8/8
0
Note:
1
2
3
A Collins was appointed a Director in April 2020
S Riffner was appointed a Director in February 2020
C Casey ceased to be a Director in August 2020.
the appointment of DBAY as investment manager and
development of an investment strategy in readiness for the
conversion to an investing company; and
review and consideration of:
> Annual budget and monitoring performance against budget;
> Monitoring of the performance of its interest in GWSA
> Approval of 2019 annual report and financial statements; and
Board activities
> The Company’s dividend policy.
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. In the second half of 2020, the Directors
devoted a significant amount of time planning and
exercising the steps towards the re-admission of the
Company as an investing company under the AIM rules.
This involved discussing with brokers and potential
investors, the level of funds to raise and the method of
fundraising to adopt, which resulted in a successful placing,
subscription and open offer following approval by
shareholders at a General Meeting on 29 December 2020
and admission as an AIM Investing company on 31
December 2020.
During 2020 the Board considered the strategic options
available to the Company and addressed matters such as:
the restructuring of the Board as the Company became a cash
shell following completion of the DBAY transaction, which led to
the appointment of Saki Riffner as director in February 2020;
Interactions with investors – QCA principle 2
Effective communication with investors is an important part
of the Board’s role. During the 2020 financial year, the
Board focused in particular on keeping investors promptly
informed, to the extent practicable, of all material matters
as the Company made the transition towards becoming an
investing company under AIM rules. Investors did not raise
any significant matters of concern with the Board.
The Board continues to be committed to giving
shareholders the opportunity to raise questions and to
interact with the Directors. Directors meet with investors on
request and shareholders generally have the opportunity to
raise matters at the Annual General Meeting. Unfortunately,
due to the impact of the COVID-19 pandemic, the Board
was unable to invite shareholders to attend the Annual
General Meeting held in May 2020. The Board will review
the position as regards attendance at the 2021 annual
general meeting to be held on 25 May 2021 in light of the
continuing regulations arising from the COVID-19 pandemic
and keep shareholders fully informed.
14
Annual Report and Financial Statements 2020
The Board continued
Performance evaluation – QCA principle 7
In the light of changes to the Board and the Company’s transition to investing company status and new strategy the Board
agreed that an externally facilitated evaluation process would be of limited value in the year under review and that an
internal interview-based evaluation process should again be conducted during 2021 using a questionnaire based
approach. The main outcomes and learnings from the 2021 evaluation will be reported on in the Annual Report and
Accounts 2021.
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15
Logistics Development Group plc Annual Report and Financial Statements 2020
Audit Committee report
Audit Committee
Christopher Casey was the Chairman of the Audit
Committee until he ceased to be a director in August 2020.
Following his departure, Adrian Collins became chairman of
the Audit Committee on an interim basis pending
recruitment of a new experienced non-executive director,
which is underway. The other two Non-executive Directors
are members of the Committee. A majority of the members
are therefore independent. Saki Riffner is the member
identified as having recent and relevant financial
experience.
Meetings and attendance
The Audit Committee met nine times during the financial
year ended 30 November 2020. During the 2020 financial
year, meetings were usually attended by the external
Auditor.
Attendance by Directors at meetings during the 2020
financial year is set out in the table on page 14.
Areas of particular focus for the Committee during the 2020
financial year in relation to the 2019 statutory financial
statements were:
to understand the basis on which it was appropriate for the
Directors to re-assess the accounting treatment of transactions
or re-assess the judgments made in prior periods financial
statements;
to assess the impact on the financial statements of proposed
changes in the treatment of individual balances or transactions
upon the 2019 full year results and the impact on, and
restatement of, past periods’ results;
to assess the impact of new accounting standards impacting the
Company’s results for the first time in the 2020 financial year;
and
to satisfy itself and the Board that it was reasonable to conclude
that all material accounting matters requiring reassessment had
been identified during the review.
The Chairman of the Audit Committee spent a significant
amount of time outside formal meetings liaising with the
external auditors, PwC, and the finance team to better
understand, and where possible resolve, outstanding
issues in order to facilitate publication of the 2019 results.
Upon the conclusion of the review, the Audit Committee
determined that it was appropriate to recommend to the
Board a more prudent approach to the application of
certain accounting policies and management judgments
which impacted the full year results for the 2019 financial
year (and required restatement of results for prior periods)
as disclosed in the 2019 Annual Report.
Other activities of the Audit Committee during the 2020
financial year included:
Reviewing the financial results for the half year and full year 2020
for approval by the Board;
Considering the appropriateness of preparing the financial
statements on a going concern basis;
Recommending the re-appointment of PricewaterhouseCoopers
LLP as the Company’s auditor;
Approving the audit plan for the 2020 financial year;
Reviewing and considering principal risks faced, risk
management and internal controls;
Receiving reports and updates on potential control and legal/
regulatory compliance issues; and
Approving polices and statements adopted by the Company
such as its treasury policy, tax policy, conflicts policy and
modern slavery act statement.
Significant accounting judgments
The Audit Committee considered areas of significant
accounting judgment in connection with the preparation of
the 2020 financial statements, taking into account the views
of the Company’s external auditors, including the following:
Fair value of the investments – the Directors estimated the
fair value of the investment in Marcelos. 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 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.
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Annual Report and Financial Statements 2020
Audit Committee report continued
The initial fair value of the acquired investment in Marcelos
of £45m was based on the market capitalisation of the
Company at the date of its re-admission to AIM. 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.
For further information see applicable notes to the financial
statements.
External auditor
The Audit Committee oversees the relationship with the
external auditor. Having conducted its annual review, which
took into account a number of factors including the change
in audit signing partner, the amount of non-audit work done
in the 2020 financial year in relation to the review of the
interim results and fact that PwC audits the statutory
financial statements of GWSA and its subsidiaries, the
Committee concluded that PricewaterhouseCoopers LLP
remains independent and is best placed to conduct the
Company’s audit for 2021. The Audit Committee has
recommended PricewaterhouseCoopers LLP be re-
appointed as auditor for the financial year ending 30
November 2021.
Risk management, internal controls and internal audit
– QCA principle 4
The Board had delegated to the Audit Committee the
responsibility for reviewing the effectiveness of the Group’s
systems of internal control and oversight of its risk
management system in 2020. This covered all material
controls including financial, operational and compliance
controls. The Group’s risk management systems are
designed to manage rather than eliminate the risk of failure
to achieve business objectives, and can only provide
reasonable and not absolute assurance against material
misstatement or loss.
Following the DBAY transaction the Audit Committee
observed the appointment of new finance leadership to the
GWSA business and an increased focus on internal
financial controls. The Board of GWSA has put in place an
Audit Committee with whom we will liaise in our capacity as
a significant minority shareholder.
Following the completion of the DBAY transaction, the
Company does not have an operating business and only
had one member of staff (as described on page 12 of this
annual report). Administrative services are provided to the
Company by IQ EQ under an administration agreement
and by GWSA pursuant to a Transitional Services
Agreement. Asset management services are provided by
DBAY under an Investment Management Agreement. In the
light of this structure the Audit Committee has determined
that it is not currently appropriate for the Company to
engage an internal auditor in respect of the Company’s
internal controls. This decision will be regularly reviewed.
The Committee recognises as the Company has converted
to an AIM investing company, it is likely to be appropriate
for the Company to seek additional assurance about the
Company’s own internal control system and those of any
material third party provider of services to the Company
and also to seek information and assurance about the
internal control and risk management system of any
investee company.
Conflicts
The Committee undertakes an annual review of conflicts of
interest of Directors. The Board has determined, based on
the recommendation of the Audit Committee, that all
Directors, with the exception of Saki Riffner, are
independent. Saki Riffner is a representative of a significant
shareholder, DBAY, and is also a Director of GWSA and the
Audit Committee recommended that he should not be
considered to be independent.
The potential conflict of interest in relation to Saki Riffner’s
role with DBAY managed under an information and conflicts
protocol agreed with DBAY. The potential conflict of interest
in relation to his role as a Director of GWSA is managed
pursuant to a protocol agreed with between the Company
and GWSA.
Stephen Harley is considered to be independent
notwithstanding his appointment to the Board of GWSA as
referred to on page 2. The potential conflict of interest in
relation to this role is managed under an information and
conflicts protocol agreed between the Company and
GWSA.
New Committee members
The role of the Audit Committee will further evolve during
the new era of the Company as an investing company. The
Board has recruited David Facey as a new Non-Executive
director who will appointed on 1 April and become
Chairman of the Audit Committee. Together with the
existing committee members he brings financial and
investment management experience that will be invaluable
as we seek further investments.
Adrian Collins Chairman of the Audit Committee
30 March 2021
17
Logistics Development Group plc Annual Report and Financial Statements 2020
Remuneration Committee report
QCA principle 9
Following the completion of the DBAY transaction and admission as an investing company, the role of the Remuneration
Committee is more limited as the Company does not have an operating business and at the reporting date has only one
employee in addition to the directors (as described on page 12 of this annual report). The Company’s responsibilities are
currently to make recommendations to the Board as to the remuneration of Non-executive Directors and liaise with an
investee company on remuneration matters if requested. This remuneration report focuses on the activities of the
Committee and the approach to remuneration related matters in the 2020 financial year to the extent they are relevant.
Approach to remuneration
During the 2020 financial year the Company had no executive directors or senior management, and therefore remuneration
packages were not relevant.
Directors’ remuneration in the year ended 30 November 2020
The remuneration of the Directors during the year ended 30 November 2019 (current and former) is set out below together
with comparable figures for the previous financial year.
Current Directors
2020
2019
2020
2019
2020
2019
2020
2019
2020
Salary/fees 1
£,000
Benefits 2
£,000
Pension costs 3
£,000
Long term incentives 4
£,000
A Collins
S Harley
S Riffner
Former Directors
C Casey 5
P Swatman 5,6
S Desreumaux 5
A Kang 5
A Laffey 7
D Harte 7
64
61
-
53
59
-
8
-
-
-
61
-
71
153
29
187
378
251
-
-
-
-
-
-
-
-
-
-
-
-
-
-
75
36
164
18
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4
-
-
8
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
64
61
-
53
59
-
8
-
-
Total
£,000
2019
-
61
-
71
153
108
223
542
277
1
2
3
4
5
6
7
This column sets out salary and fees received for the full financial years ended 30 November 2020 and 30 November 2019. No payments were made to Saki Riffner who does not take a fee.
Benefits includes private medical insurance, life assurance, car allowance and tax paid by the Company on such benefits.
A cash allowance was paid to two of the Directors in lieu of a pension contribution.
None of the Directors have received cash under any incentive arrangement in the financial ended 30 November 2020.
C Casey resigned on 25/08/2020. P Swatman, S Desreumaux and A Kang resigned on 9/12/2019.
Salary/fees for P Swatman include an amount representing salary in lieu of notice. P Swatman resigned on 9/12/2019.
Salary/fees for A Laffey include an amount representing salary and benefits in lieu of notice and for D Harte includes fees of £168k under consultancy arrangements with a subsidiary
company after he retired as Chief Financial Officer.
Other than as set out in the table above and its footnotes, no other payments were made to any past Director of the
Company or in connection with the exit of any Director.
Membership
Throughout the 2020 financial year, the Remuneration Committee consisted of Adrian Collins as Chairman and the two other
Non-executive Directors, Stephen Harley and Saki Riffner. The majority of members throughout 2020 were independent
Non-executive Directors.
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Annual Report and Financial Statements 2020
Remuneration Committee report continued
Meetings and attendance
The Remuneration Committee is expected to meet as required. The Committee did not meet in the 2020 financial year.
Activities
The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s
policy on the remuneration packages of the Company’s executive management, which at the date hereof comprises solely
the Deputy Company Secretary. It will also have responsibility for recommending new appointments to the Board.
Our approach to remuneration in 2020
During the 2020 financial year the Company had no executive directors or senior management and there was no approach
in relation to remuneration deemed necessary.
Long-term incentives
There are no Long-term incentives applicable to the directors of the Company.
Annual bonus
With no executive directors no cash bonuses were paid in 2020.
Salaries
With no Executive directors there were no salaries or fees to pay to Directors in 2020 other than Non-Executive fees.
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As at the date of this report, the fees payable to the Non-Executive Directors are as follows:
Adrian Collins Non-executive Director and Chairman of the Board
Stephen Harley Non-executive Director
Saki Riffner Non-executive Director*
Nil per annum
£80,000 per annum
£71,400 per annum
*Saki Riffner does not receive a fee as a Non-executive Director
Directors’ interests in shares
The table below shows the interests of Directors in shares as at 30 November 2020, all of which were beneficial except
where noted.
Non-executive Directors
S Harley 1
1
10,000 shares beneficially owned by S Harley’s wife.
Total interest in shares
Percentage of share capital as at 30 November 2020
30,000
0%
No Directors disposed of shares in the 2020 financial year whilst they were Directors.
As at 25 March 2021, the latest practicable date prior to the approval of this Document,
(i) Stephen Harley holds 1,030,000 ordinary shares of 1 pence each in the capital of the Company representing approximately 0.15 per cent of
the Company’s issued share capital;
(ii) Saki Riffner holds 4,532,339 ordinary shares of 1 pence each in the capital of the Company (“Ordinary Shares”) representing approximately
0.65 per cent of the Company’s issued share capital. Given his role as Chief Investment Officer of DBAY Advisors Limited, he is also
deemed for the purposes of the AIM rules to hold a beneficial interest in the total of 189,441,891 Ordinary Shares held by funds under the
discretionary management of DBAY Advisors Limited, representing approximately 26.98 per cent of the Company’s issued share capital;
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Logistics Development Group plc Annual Report and Financial Statements 2020
Remuneration Committee report continued
(iii) Adrian Collins holds 1,000,000 ordinary shares of 1 pence each in the capital of the Company representing approximately 0.14 per cent
of the Company’s issued share capital.
Letters of appointment
The Non-executive Directors have letters of appointment for an initial three year period, continuing thereafter subject
to termination upon at least three months’ notice by either party.
The appointment dates of the Directors are set out below:
A Collins
S Riffner
S Harley
Share-based incentives schemes
3 April 2020
27 February 2020
4 April 2017
Long-Term Incentive Plan (“LTIP”)
Nil cost options in respect of ordinary shares in the Company were awarded to former executive directors of the Company
and certain GWSA subsidiaries under the LTIP in 2017 and 2019. The DBAY Transaction resulted in the partial lapsing of
LTIP Options awarded to employees of the former subsidiaries of the Company but did not impact the LTIP Options
awarded to former employees of the Company. None of the current directors of the Company participate in the LTIP.
All outstanding LTIP Options are subject to the LTIP performance conditions having been met at the time of exercise and
the LTIP Options not otherwise having lapsed. The outstanding LTIP Options remain subject to the other relevant provisions
of the LTIP rules including the applicable provisions relating to malus and clawback. None of the performance criteria have
been satisfied to date.
Share Incentive Plan (“SIP”)
Free shares in the Company were awarded under its Share Incentive Plan in 2017. The SIP Shares were held by the SIP
Trustee (originally Capita IRG Trustees Limited – now Link Asset Services) in accordance with the SIP Trust Deed.
As a result of the DBAY Transaction in 2019, the allocated SIP Shares ceased to be subject to the SIP because the
participants were no longer eligible employees for the purposes of the SIP due to a change of control. As a result, the SIP
has been terminated and the shares have been distributed to the employee shareholders.
Further information on the share-based incentive schemes is included in note 12 of the financial statements.
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Annual Report and Financial Statements 2020
Directors’ report
The Directors submit their report and the audited financial statements of Logistics Development Group plc for the year
ended 30 November 2020.
Results
The Company’s underlying EBIT (see note 3) in the year was a loss of £11.3m (2019: loss of £5.8m) before exceptional
income of £3.4m (2019: exceptional expenses of £128.7m) and statutory loss before tax was £7.9m (2019: loss of £134.5m).
Dividends
The Company did not pay an interim dividend (2019: 0.00 pence per share) and the Directors do not recommend a final
dividend for the year (2019: 0.00 pence per share).
Principal activities, business review and future developments
The Strategic Report on pages 1 to 9 describe the principal activities of the Company during the 2020 financial year, a
review of the business for the financial year ended 30 November 2020 and an indication of likely future developments.
Directors
The Directors of the Company who were in office during the year and up to the date of signing the financial statements were:
S Harley
Saki Riffner
Adrian Collins
(appointed 4 April 2017)
(appointed 27 February 2020)
(appointed 3 April 2020)
Directors’ fees are set out in the Remuneration report on pages 18 to 20. The Company has Directors’ and Officers’ liability
insurance in place.
Share capital
Details of the authorised and issued share capital of the Company are set out in note 12 to the financial statements.
Environmental policy
Maintaining and improving the quality of the environment in which we live is an important concern for the Board. During
2020 the Company was a cash shell and the Company’s impact on the environment was minimal.
The Company is exempt from reporting under Streamlined Energy & Carbon Reporting as it consumed less than
40,000 kilowatt hours of energy in the financial reporting year.
Interests in voting rights
As at 25 March 2021, the latest practicable date prior to the approval of this document, the Company had been notified
of the following interests held by significant shareholders amounting to 3% or more of the voting rights attaching to the
Company’s issued share capital:
Significant Shareholders
DBAY Advisors Limited
Esken Limited
Percentage of Voting Rights Held
26.98%
9.148%
Employee engagement, Disabled employees, Health, safety and wellbeing – QCA principle 10
During the 2020 financial year there was only one employee of the Company other than the Directors. As the Company
grows the Board will introduce measures as appropriate.
Financial risk management
Information in respect of the financial risk management objectives and policies of the Group, is contained in note 11 of the
financial statements.
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Logistics Development Group plc Annual Report and Financial Statements 2020
Directors’ report continued
Political donations
The Company made no political donations during the year.
Research and development activities
There were no research and development activities undertaken during the year.
Related party transactions
Any related party transactions required to be disclosed under the AIM rules are disclosed in note 14 to the financial
statements.
Disclosure of information to auditor
The Directors in office on 30 March 2021 have confirmed that, as far as they are aware, there is no relevant audit
information of which the auditors are unaware. Each of the Directors has confirmed that he has taken all reasonable steps
to make himself aware of any relevant audit information and to establish that it has been communicated to the auditor.
Directors’ indemnities
The Company’s articles of association allow the indemnification of Directors out of the assets of the Company to the extent
permitted by law.
Annual General Meeting
The Annual General Meeting will be held on 25 May 2021 in London. Details of business to be conducted at this year’s
AGM will be set out in the Notice of the Annual General Meeting, which will be communicated to shareholders separately.
It is the opinion of the Directors that the passing of these resolutions are in the best interest of the shareholders.
Post balance sheet events
Post balance sheet events are disclosed in the financial statements (see note 17).
Engagement with stakeholders – QCA principle 10
The Company keeps up to date with the views of its shareholders by dialogue and meetings with key investors and
responding promptly to any questions or issues raised by shareholders.
Going concern
The Directors are satisfied that the Company has adequate resources to continue in operation for the foreseeable future
and that it is appropriate to prepare the financial statements on the going concern basis. Please see note 1 to the financial
statements on page 33 for further information.
This Directors’ report was approved by the Board on 30 March 2021 and signed by its order by;
Rupert Nichols
Company Secretary
30 March 2021
Logistics Development Group plc
Company number 08922456
Registered office: Stretton Green Distribution Park | Langford Way | Appleton | Warrington | WA4 4TQ
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Annual Report and Financial Statements 2020
Statement of directors’ responsibilities in respect
of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable
law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors
have prepared the financial statements in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation
(EC) No 1606/2002 as it applies in the European Union.
Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the
financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable international accounting standards in conformity with the requirements of the Companies Act 2006 and
international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union
have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue
in business.
The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies Act 2006.
The directors are responsible for the maintenance and integrity of the company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
Directors’ confirmations
In the case of each director in office at the date the directors’ report is approved:
so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information
and to establish that the company’s auditors are aware of that information.
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Logistics Development Group plc Annual Report and Financial Statements 2020
Independent auditors’ report to the members of Logistics
Development Group plc (formerly known as Eddie Stobart
Logistics plc)
Report on the audit of the financial statements
Opinion
In our opinion, Logistics Development Group plc (formerly known as Eddie Stobart Logistics plc)’s financial statements:
give a true and fair view of the state of the company’s affairs as at 30 November 2020 and of its loss and cash flows for
the year then ended;
have been properly prepared in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements 2020 (the “Annual
Report”), which comprise: Company Statement of Financial Position as at 30 November 2020; Company Statement of
Comprehensive Income, Company Cash Flow Statement, Company Statement of Changes in Equity for the year then ended; and
the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
Our audit approach
Overview
• Overall materiality: £365,000 (2019: £1,500,000), based on 1% of Total assets.
• Logistics Development Group plc is a single stand-alone entity and was subject to a full scope
audit for the purposes of issuing our audit opinion.
• Accounting for the disposal of Greenwhitestar Acquisitions Limited and classification and
valuation of the residual investment in Marcelos Limited.
• Subsequent valuation of the investment in Marcelos Limited.
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in
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Annual Report and Financial Statements 2020
all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there
was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This
is not a complete list of all risks identified by our audit.
Key audit matter
How our audit addressed the key audit matter
Accounting for the disposal of Greenwhitestar Acquisitions
Limited and classification and valuation of the residual
investment in Marcelos Limited.
Refer to note 2 (significant accounting policies) and note 10
(investments).
On 9 December 2019, the company sold its 100% investment
in Greenwhitestar Acquisitions Limited (the Trading Group)
to D Bay Capital Fund III LP in exchange for a 49%
investment in Marcelos Limited (the Trading Group’s new
parent company).
In anticipation of the disposal the company’s investment in
the Trading Group was written down to £45m as at 30
November 2019. On completion of the disposal the Trading
Group investment balance and the intercompany balances
were derecognised. The newly acquired investment in
Marcelos Limited was recognised at its fair value of £45m,
resulting in no gain or loss being generated by the disposal.
As a result of the disposal the company has no subsidiaries at
30 November 2020. The company has elected to adopt the
IAS 28 Investments in Associates & Joint Ventures, ‘Venture
Capital’ exemption and fair value the residual investment in
Marcelos Limited.
Due to the complexity of the restructuring there is a risk that
the accounting treatment is incorrect and the basis of
determining the fair value of its investment is inappropriate.
We performed the following procedures:
We audited the opening value of the investment in
Marcelos Limited, along with the write-down of the
receivable balance with Greenwhitestar Acquisitions
Limited;
We considered the appropriateness of the accounting
treatment of exceptional income recognised during the
year arising from the transaction.
We tested the acceleration of the share-based payment
charge during the year;
We evaluated the impact of the transaction on
equity;
We assessed the appropriateness of the application
of the IAS28 Investments in Associates & Joint
Ventures, ‘Venture Capital’ exemption and the fair
value accounting approach to value the residual
investment in the trading group at the date of
acquisition;
We have understood and evaluated management’s
valuation approach at the reporting date, which
uses a “look through” method, to value the
investment based on the company share price at
the reporting date; and
We reviewed the disclosures within the financial
statements.
No matters arose from our testing.
Subsequent valuation of the investment in the Marcelos
Limited
Refer to note 2 (significant accounting policies), to note 10
(investments).
The investment in Marcelos Limited is a Venture Capital
investment under IAS 28. This allows the company to adopt
a fair value approach to valuing the investment. The
investment is in an unlisted company, which means valuing
the investment requires significant judgement.
Management have valued the investment using “look
through” method based on the company share price at the
reporting date.
We focus on this matters as there is judgement involved in
the Directors’ basis of valuation.
We performed the following procedures:
We assessed management’s valuation method for
compliance with the accounting standards and
considered the appropriateness of the methodology
applied given the financial information available to
the company;
We independently reperformed the valuation
calculation with reference to the closing share price
of the company on 30 November 2020; and
We reviewed the disclosures within the financial
statements.
No matters arose from our testing.
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Strategic ReportFinancial Statements Logistics Development Group plc Annual Report and Financial Statements 2020
Key audit matter
Impact of COVID-19
The ongoing and evolving COVID-19 pandemic is having
a significant impact on the global economy and the UK
economy where the company’s sole investment operates.
There is significant uncertainty as to the duration of the
pandemic and what its lasting impact will be on those
economies. The Directors have considered the potential
impact on the company of the ongoing COVID-19 pandemic.
In relation to the on-going application of controls, processes
and governance the Directors have not observed a significant
impact to the running of the company. The Directors
consider that the impact of COVID-19 has been limited as
the company is non-trading.
In relation to the company’s going concern assessment, the
Directors have considered the company’s access to capital
and financial markets in these unprecedented times. The
Directors have also considered the impact of COVID-19 on
their sole investment which could impact the fair value of the
investment as reported. Note 11 of the financial statements
includes sensitivity analysis in relation to this.
How our audit addressed the key audit matter
We performed the following procedures:
We assessed the valuation of the investment in
Marcelos Limited (see previous Key Audit Matter);
We assessed the appropriateness of the underlying
assumptions inherent within management’s going
concern assessment, including checking the
mathematical accuracy of the model;
We have assessed the company’s liquidity position
and agreed the post year end fundraising through
to cash receipts; and
We assessed the related COVID-19 disclosures
included within the company financial statements.
No matters arose from our testing.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the company, the accounting processes and controls, and the
industry in which it operates.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall materiality
£365,000 (2019: £1,500,000).
How we determined it
1% of Total assets.
Rationale for benchmark
applied
We believe the total assets is an appropriate measure to assess the performance of
the entity as a non-trading company and is a generally accepted auditing benchmark.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above
£18,000 (2019: £100,000) as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you where:
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not
appropriate; or
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Annual Report and Financial Statements 2020
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant
doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve
months from the date when the financial statements are authorised for issue.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s
ability to continue as a going concern.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also
to report certain opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and
Directors’ Report for the year ended 30 November 2020 is consistent with the financial statements and has been prepared
in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did
not identify any material misstatements in the Strategic Report and Directors’ Report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities in respect of the financial statements, the directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for being
satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept
or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing.
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Strategic ReportFinancial Statements Logistics Development Group plc Annual Report and Financial Statements 2020
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not received all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been
received from branches not visited by us; or
certain disclosures of directors’ remuneration specified by law are not made; or
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Kenneth Wilson (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Manchester
30 March 2021
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Annual Report and Financial Statements 2020
Financial Statements
Consolidated Statement of Comprehensive Income
for the year ended 30 November 2020
Loss on investments measured at fair value through profit or loss - net
Administrative expenses: before exceptional items
Administrative expenses: exceptional items
Total administrative expenses
Loss before tax
Income tax charge
Loss and total comprehensive expense for the year
Earnings per share
Basic
Diluted
The accompanying notes form part of the financial statements.
Year ended
30 November
2020
£’000
Year ended
30 November
2019
£’000
(9,152)
(2,162)
3,415
1,253
(7,899)
-
(5,759)
(128,724)
(134,483)
(134,483)
-
-
(7,899)
(134,483)
(2.1p)
(2.1p)
(35.5p)
(35.5p)
Note
10
5
7
9
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Strategic ReportFinancial Statements
Logistics Development Group plc Annual Report and Financial Statements 2020
Company Statement of Financial Position
as at 30 November 2020
Assets
Non-current assets
Investments in subsidiaries
Investments at fair value through profit or loss
Current assets
Amounts owed by related undertakings
Other receivables
Cash and cash equivalents
Total assets
Current liabilities
Amounts owed to related undertakings
Other payables
Total liabilities
Net assets
Equity
Called up share capital
Share premium account
Merger reserve
Own treasury shares
Share option reserve
Retained earnings
Total shareholders’ funds
30 November
2020
£’000
30 November
2019
£’000
Note
10
10
11
11
11
-
35,848
35,848
-
28
652
680
45,000
-
45,000
52,936
584
362
53,882
36,528
98,882
11
11
(1,235)
(2,184)
(52,936)
(3,952)
(3,419)
(56,888)
(3,419)
(56,888)
33,109
41,994
12
12
12
12
12
12
3,793
146,002
-
(2,611)
-
(114,075)
3,793
146,002
7,950
(2,700)
4,218
(117,269)
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
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Annual Report and Financial Statements 2020
Company Statement of Changes in Equity
for the year ended 30 November 2020
Balance at 1 December 2018
Loss for the year
Share based payment charges
Dividends paid
Balance at 30 November 2019
Loss for the year
Share based payment charges
Transfer of shares from the trust
Transfers (note 12)
Fund raise costs (note 12)
Balance at 30 November 2020
The accompanying notes form part of the financial statements.
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Share
options
reserves
£’000
Own shares
£’000
Retained
earnings
£’000
Total
£’000
3,793
146,002
7,950
2,758
(2,700)
35,271
193,074
-
-
-
-
-
-
-
-
-
3,793
146,002
7,950
-
-
-
-
-
3,793
-
-
-
-
-
146,002
-
-
-
(7,950)
-
-
1,460
-
4,218
-
491
-
(4,709)
-
-
-
-
(134,483) (134,483)
-
(18,057)
1,460
(18,057)
(2,700)
(117,269)
41,994
-
-
89
-
-
(7,899)
-
(89)
12,659
(1,477)
(7,899)
491
-
-
(1,477)
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-
-
(2,611)
(114,075)
33,109
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Strategic ReportFinancial Statements Logistics Development Group plc Annual Report and Financial Statements 2020
Company Cash Flow Statement
for the year ended 30 November 2020
Cash flows from operating activities
Loss for the year
Adjustments for:
Equity settled share-based payment expenses
Loss on investments measured at fair value through profit or loss
Impairment of investments in subsidiaries
Changes in:
Other receivables
Other payables
Net cash inflow from operating activities
Cash flows from financing activities
Share issue costs paid
Dividends paid during the year
Net cash outflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the start of the financial year
Cash and cash equivalents at the end of the financial year
The accompanying notes form part of the financial statements.
Year ended 30
November
2020
£’000
year ended
30 November
2019
£’000
Note
12
10
10
13
13
12
8
(7,899)
(134,483)
491
9,152
-
1,460
-
20,300
53,492
(54,838)
101,108
30,030
398
18,415
(108)
-
(108)
290
362
652
-
(18,057)
(18,057)
358
4
362
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Annual Report and Financial Statements 2020
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.
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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.
33
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Notes to the Company Financial Statements continued
for the year ended 30 November 2020
2. Significant accounting policies (continued)
(c) Financial instruments (continued)
- 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.
34
Annual Report and Financial Statements 2020
Notes to the Company Financial Statements continued
for the year ended 30 November 2020
2. Significant accounting policies (continued)
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.
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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 £45m 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.
35
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Logistics Development Group plc Annual Report and Financial Statements 2020
Notes to the Company Financial Statements continued
for the year ended 30 November 2020
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:
Loss before tax
Exceptional (income) / expense
Underlying EBIT
Weighted average number of Ordinary Shares – Basic
Weighted average number of Ordinary Shares – Diluted
Underlying Basic loss per share for total operations
Underlying Diluted loss per share for total operations
4. Employees and Directors
2020
£’000
2019
£’000
(7,899)
(3,415)
(134,483)
128,724
(11,314)
(5,759)
379,347
379,347
379,347
379,347
(3.0p)
(3.0p)
(1.5p)
(1.5p)
Staff costs and the average number of persons (including Directors) employed by the Company during the year are details below:
Staff costs for the Company during the year
Wages and salaries, including payments on termination
Social security costs
Pension costs
Average monthly number of employees
Total management
A summary of Directors’ remuneration (key management personnel) is detailed below:
Emoluments, bonus and benefits in kind
Pension costs
Total Directors’ remuneration
Remuneration of the highest paid Director is detailed below:
Emoluments, bonus and benefits in kind
2020
£’000
292
26
-
318
2019
£’000
1,506
199
16
1,721
3
8
2020
£’000
245
-
245
2020
£’000
n/a
2019
£’000
1,424
13
1,437
2019
£’000
543
36
Annual Report and Financial Statements 2020
Notes to the Company Financial Statements continued
for the year ended 30 November 2020
5. Exceptional items
During the year, the Company recognised exceptional income in relation to the transaction costs of £2,845,000 associated with
the disposal of GWSA and 2019-related audit fees of £570,000. 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 £128,724,000. An impairment test of the investments in
subsidiaries was carried out which resulted in £20,300,000 impairment of investment and £99,296,000 impairment of
intercompany receivables. Transaction costs of £8,981,000 were recognised in relation to the disposal of GWSA. Restructuring
costs of £147,000 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:
Fees payable for the audit of the Company’s annual financial statements
Audit-related assurance services
Other assurance services (fund raise expenses)
Total fees payable to Company’s auditors
7. Income tax charge
2020
£’000
114
96
554
764
2019
£’000
565
500
-
1,065
The Company did not recognise current and deferred income tax charge or credit. The deferred tax asset of £219,000 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:
Loss before tax
Expected tax credit based on a corporation tax rate of 19% (2019: 19%)
Effect of expenses not deductible in determining taxable profit
Group relief
Unused tax losses for which no deferred tax asset has been recognised
Income tax charge
2020
£’000
2019
£’000
(7,899)
(134,483)
(1,501)
(25,552)
1,282
24,817
-
219
-
735
-
-
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 £219,000 to £288,000.
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Notes to the Company Financial Statements continued
for the year ended 30 November 2020
8. Dividends
8. Dividends
At the date of approving these Financial Statements, no final dividend has been approved or recommended by the Directors
At the date of approving these Financial Statements, no final dividend has been approved or recommended by the Directors
(2019: £18.1m).
(2019: £18.1m).
Final dividend for the year ended 30 November 2018 of 4.76p per share
Final dividend for the year ended 30 November 2018 of 4.76p per share
9. Earnings per share
9. Earnings per share
2020
2020
£’000
£’000
2019
2019
£’000
£’000
-
-
18,057
18,057
Basic earnings per share amounts are calculated by dividing loss for the period attributable to ordinary equity holders of the
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.
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
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
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
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
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.
instruments to be included in the calculation.
Loss attributed to equity shareholders
Loss attributed to equity shareholders
Weighted average number of Ordinary Shares – Basic
Weighted average number of Ordinary Shares – Basic
Weighted average number of Ordinary Shares – Diluted
Weighted average number of Ordinary Shares – Diluted
Basic loss per share for total operations
Basic loss per share for total operations
Diluted loss per share for total operations
Diluted loss per share for total operations
2020
2020
£’000
£’000
2019
2019
£’000
£’000
(7,899)
(7,899)
(134,483)
(134,483)
379,347
379,347
379,347
379,347
379,347
379,347
379,347
379,347
(2.1p)
(2.1p)
(2.1p)
(2.1p)
(35.5p)
(35.5p)
(35.5p)
(35.5p)
38
Annual Report and Financial Statements 2020
Notes to the Company Financial Statements continued
for the year ended 30 November 2020
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.
30 November 2018
Impairment during the year
30 November 2019
Disposals during the year
Additions during the year
Change in fair value
30 November 2020
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Greenwhitestar
Acquisitions
Limited
£’000
65,300
(20,300)
45,000
(45,000)
-
-
-
Marcelos
Limited
£’000
Total
investments
£’000
-
-
-
-
45,000
(9,152)
35,848
65,300
(20,300)
45,000
(45,000)
45,000
(9,152)
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:
Number of shares ‘000
Share price, p
Market capitalisation
2020
£’000
2019
£’000
379,347
379,347
9.45
11.90
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).
39
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Logistics Development Group plc Annual Report and Financial Statements 2020
Notes to the Company Financial Statements continued
for the year ended 30 November 2020
11. Financial assets and liabilities
Financial assets at fair value through the profit or loss
Investments in associate (see note 10)
Financial assets at amortised cost
Amounts owed by related undertakings (see note 13)
Other receivables
Total financial assets
Financial liabilities at amortised cost
Amounts owed to related undertakings (see note 13)
Other payables
Total financial liabilities
Cash and cash equivalents
Net debt
2020
£’000
35,848
-
28
35,876
1,235
2,184
3,419
2019
£’000
-
52,936
584
53,520
52,936
3,952
56,888
(652)
583
(362)
(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 £2,122,000 with £1,369,000 relating to the
accrued fund raise costs (see note 12). The prior period other payables included accruals of £3,949,000 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:
Increase in share price of the Company by 5%
Decrease in share price of the Company by 5%
Fair value income / (loss)
£’000
1,792
(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 £3.8m (2019: £3.8m) and share premium of £146m (2019: £146m). 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.
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Annual Report and Financial Statements 2020
Notes to the Company Financial Statements continued
for the year ended 30 November 2020
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12. Capital and reserves
Ordinary shares of 1p each in issue at 30 November 2019
Ordinary shares of 1p each in issue at 30 November 2020
No of
shares
‘000
Called up share
capital
£’000
Share
premium account
£’000
379,347
379,347
3,793
3,793
146,002
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 £374,000 was recognised in relation to SIP and £117,000 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 £1,477,000 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 £53m 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:
9 December 2019
Purchases from related parties
Reimbursement from related parties
30 November 2020
Amounts owed to related parties
£’000
-
385
850
1,235
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Notes to the Company Financial Statements continued
for the year ended 30 November 2020
15. Capital commitments
At 30 November 2020, the Company had no commitments (2019: £nil).
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 £124m.
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 £9.0m 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 £7.0m 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 £7.0 million from the Open Offer, which, together
with the £9.0m raised by way of the Placing and Subscription, meant the Company raised a total of approximately £16.0m gross
proceeds (£14.5m net proceeds after expenses) as a result of the Placing, Subscription and Open Offer.
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Annual Report and Financial Statements 2020
Glossary
Definition
The financial statements of the Company
The admission of the issued ordinary shares in the Company admitted to trading on AIM that became
effective on 31 December 2020
Annual general meeting of the Company
Alternative Investment Market of the London Stock Exchange
The AIM Rules for Companies published by the London Stock Exchange from time to time (including,
without limitation, any guidance notes or statements of practice) which govern the rules and responsibilities
of companies whose shares are admitted to trading on AIM
An Investing Company as defined by the AIM rules
Alternative Performance Measures
The board of directors of the Company
A reference to the UK’s withdrawal from the European Union on 31 December 2020
Compound annual growth rate
Cash Generating Unit
Logistics Development Group plc, a public limited company incorporated in England and Wales with
registered number 08922456
DBAY Advisors Limited and/or any fund(s) or entity(ies) managed or controlled by DBAY Advisors Limited
as appropriate in the relevant context
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.
The Directors of the Company as at the date of this document, as identified on page 10
Earnings before interest, tax, depreciation and amortisation
Earnings per share
Financial Year ended 30 November 2019
Financial Year ended 30 November 2020
The Company and its subsidiaries as at 30 November 2019
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.
Marcelos Limited and all of its subsidiaries from time to time
Six month period ended 31 May 2019
Six month period ended 31 May 2020
International Accounting Standards
International Financial Reporting Standards
Term
Accounts
Admission
AGM
AIM
AIM Rules
AIM Investing Company
APMs
Board
Brexit
CAGR
CGU
Company
DBAY
DBAY Transaction
Directors
EBITDA
EPS
FY19
FY20
Group
GWSA
GWSA Group
HY19
HY20
IAS
IFRS
Investment Management
Agreement
An investment management agreement entered into between the Company and DBAY, pursuant to which
DBAY has been appointed as the Company’s investment manager
Investing Policy
The Company’s investing policy more particularly set out on page 6
LTIP
Marcelos
Ordinary Shares/Shares
PIK loan facility
PWC
QCA
The Long Term Incentive Plan
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 of £0.01 each in the capital of the Company
Loan of £55m used to effect the DBAY transaction, which carries interest at 18% compounding quarterly,
maturing in November 2025.
The Company’s auditor
Quoted Companies Alliance
QCA Governance Code
QCA Corporate Governance Code for Small and Mid-Size Quoted Companies published by the QCA
SIP
UK GAAP
Share Incentive Plan described on page 20
UK Generally Accepted Accounting Principles
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Strategic ReportFinancial Statements Logistics Development Group plc Annual Report and Financial Statements 2020
Advisors
Registrars for Logistics Development Group plc
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Nomad & Broker
Cenko Securities plc
Tokenhouse Yard
London
EC2R 7AS
Broker
Investec plc
30 Gresham Street
London
EC2V 7QP
Auditor
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
Solicitors
King and Spalding International LLP
125 Old Broad Street
London
EC2N 1AR
Freeths LLP
1 Vine Street
Mayfair
London
W1J 0AH
Public Relations
FTI Consulting
200 Aldergate Street
London
EC1A 4HD
44
44
Logistics Development Group plc
Stretton Green Distribution Park,
Langford Way, Appleton,
Warrington, Cheshire,
WA4 4TQ