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Registered Company Number: 08922456
LOGISTICS DEVELOPMENT GROUP PLC
ANNUAL REPORT AND ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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Table of Contents
Strategic Report
Letter from Chairman .........................................................................................................................................2
Business and Financial Review .........................................................................................................................3
Risk Management and Principal Risks ..............................................................................................................7
Pages
Governance
The Board of Directors.......................................................................................................................................9
Chairman’s Governance Statement.................................................................................................................10
The Board .......................................................................................................................................................12
Audit Committee Report ..................................................................................................................................14
Remuneration Committee Report ...................................................................................................................16
Directors’ Report .............................................................................................................................................18
Statement of Directors' Responsibilities in Respect of the Financial Statements ..........................................20
Independent Auditor’s Report .........................................................................................................................21
Financial Statements
Company Statement of Comprehensive Income ............................................................................................27
Company Statement of Financial Position.......................................................................................................28
Company Statement of Changes in Equity .....................................................................................................29
Company Cash Flow Statement ......................................................................................................................30
Notes to the Company Financial Statements ..................................................................................................31
Glossary ...........................................................................................................................................................40
Advisors ..........................................................................................................................................................42
LOGISTICS DEVELOPMENT GROUP PLC 1
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Strategic Report
Letter from Chairman
Dear Shareholders
I present the annual report and audited financial statements for Logistics Development Group plc (“LDG” or the
“Company”) for the year ended 30 November 2023. For the year ended 30 November 2023, the Company reported
an underlying EBIT1 of a loss of £12.0m (2022: profit of £1.1m) and a loss before tax of £10.7m (2022: profit before
tax of £1.1m).
Whilst we've had some smaller successes during the year, the share price of Alliance Pharma Plc (“Alliance”), our
largest holding, continued to decline, and represents the entire mark-to-market loss for the year. Since the end of
the year, a new Chairman has been appointed at Alliance, with a clear mandate to improve the operating
performance and we remain positive about the strength of the business. A more detailed review of the portfolio is
set out in the following sections. Now that our portfolio of investments is growing and becoming more diverse, we
expect to publish information on a more regular basis on the Company’s portfolio.
LDG’s share price had consistently been trading at a discount to the Company’s net asset per share, and so the
Board initiated a further share buyback programme (the “Second Buyback”). The necessary approvals were
obtained at a General Meeting of the Company on 6 March 2023 (the “2023 General Meeting”) and the Second
Buyback, which commenced in April 2023, is ongoing until the closure of the 2024 AGM. It is not intended that the
buyback will be renewed at the next AGM. Up to and including 30 November 2023, 28,678,158 Ordinary Shares
had been repurchased by the Company and have been cancelled.
The 2023 General Meeting also approved an application for a Court Order to cancel 140,441,180 Ordinary Shares,
each of which had been subject to the buyback effected by the Company between 25 February 2022 and 6 April
2022 (the “First Buyback”). These shares have now been cancelled.
In November 2023, Stephen Harley resigned as a Director of the Company and on behalf of the Board I would like
to thank Stephen for the contribution he made to the Company during his time on the Board.
As I write, it is true to say that the world is not a happy place. We have conflicts on almost every continent, and
interest rates and inflation levels not experienced for two decades although there is some evidence that both might
have peaked. Several significant elections are taking place across the globe over the next 12 months, and this is
likely to cause greater uncertainty. Against this backdrop, it is hard to remain upbeat but as an avid reader of history
one can only hope it’s the darkness before the dawn and we can navigate the ship into calmer waters.
I should also like to thank our shareholders both old and new for their continued support and I have every confidence
that our managers will successfully steer us through the storm.
Adrian Collins
Chairman
1 Underlying EBIT is an alternative performance measure (see Note 3) and is defined as profit/loss before interest and tax and adding back
exceptional items.
2 LOGISTICS DEVELOPMENT GROUP PLC
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Business and Financial Review
for the year ended 30 November 2023
Review of the year
On 28 March 2023, the cancellation of 140,411,180 ordinary shares of £0.01 each in the capital of the Company
(“Ordinary Shares”) which were subject to the First Buyback (the “Capital Reduction”), which had been approved
by shareholders at the 2023 General Meeting, was sanctioned by the High Court of England and Wales (“High
Court”). The order of the High Court confirming the Capital Reduction, and the statement of capital approved by
the High Court in connection therewith, was delivered to the Registrar of Companies on 29 March 2023. The Capital
Reduction became effective on 31 March 2023.
On 4 April 2023, following a special resolution passed by shareholders at the 2023 General Meeting, the Company
announced the commencement of the Second Buyback to purchase up to 112,352,944 Ordinary Shares,
representing approximately 20.0% of the Company’s then issued share capital. The Second Buyback will end no
later than on the conclusion of the Annual General Meeting of the Company in 2024. The Ordinary Shares purchased
under the Second Buyback will be cancelled. Pursuant to the Second Buyback, the Company acquired 28,678,158
Ordinary Shares in its own capital at an average price of £0.14074 per share between 4 April 2023 and 30 November
2023. The share capital of the Company at 30 November 2023 was 532,806,151 Ordinary Shares.
The Company has been implementing its broader investing policy since its approval in January 2022. Fixtaia Limited
(“Fixtaia”) has been set up as the subsidiary vehicle for investments for the Company. All reference to investments
are held in Fixtaia. Details of the investments held at 30 November 2023 are listed below.
During the financial year, the Company held 16,140,365 shares (12.4%) of Finsbury Foods Group Plc (“Finsbury”).
Finsbury operates a speciality foods business which supplies boxed cakes to supermarkets located throughout
the United Kingdom. Products include novelty and celebration cakes, chocolate cakes and other bakery goods. In
September 2023, Frisbee Bidco Limited and Finsbury reached an agreement on the terms of a recommended cash
offer at 110p per ordinary share of 1p each in the capital of Finsbury, to be effected by way of a scheme of
arrangement. On 3 November 2023, the Company noted that the requisite majority of Finsbury shareholders had
voted to pass the resolution to approve and implement the scheme of arrangement. Post transaction, the Company
owns 27.5% of Finsbury, which delisted from AIM on 17 November 2023.
During the financial year the Company acquired a see-through stake representing approximately 9.1% in SQLI S.A.
(ENXTPA: SQI) (“SQLI”), via a group of private holding companies formed by DBAY Advisors Limited (“DBAY”).
SQLI is a digital commerce and services agency. The investment was initially made by way of a (cid:31)18.5m loan, which
was later capitalised in return for the issue of ordinary shares in the holding structure and a repayment in cash of
approximately (cid:31)4.1m. In June 2023, an additional (cid:31)649,000 loan was provided and capitalised through the issue of
Synsion TopCp Limited (“Synsion”) shares. At the financial year end, the Company had a holding of 1,039,419,772
Synsion shares representing an indirect holding of 11.1% of SQLI.
The Company had acquired approximately 10.3% of the share capital of Alliance Pharma Plc (AIM: APH LN)
(“Alliance”) for a consideration of £33.4m. The number of Alliance shares held by the Company was 55,593,562.
Alliance is an international healthcare group founded in 1996 and headquartered in the United Kingdom. The
company acquires, markets and distributes consumer healthcare and prescription medicine products. The
Company elected to receive the Alliance final dividend in shares to bring the holding at the financial year end,
including trades during the period, to 56,758,071 Alliance shares or 10.51% of the issued share capital.
As at the reporting date the Company held approximately 2.8% of the share capital of Trifast Plc (AIM: TRI LN)
(“Trifast”). Trifast is an international specialist in design, manufacturing, and distribution of industrial and Cat C
fastenings. It has 34 locations within the UK, Asia, Europe and the USA and supplies components to over 5,000
companies globally across a wide range of industries. At the year end, the number of Trifast shares held indirectly
by the Company was 3,805,158 shares, acquired for a consideration of £2.7m.
During the financial year, the Company acquired 11.72% of Mission Group PLC (AIM: TMG LN) (“Mission”). Mission
operates a marketing agency and focuses on new product development and solves business problems. The agency
collective has 1,100+ people in 28 locations over 3 continents. At the year end, the number of Mission shares held
indirectly by the Company was 10,665,000 shares (11.72%) acquired for a consideration of £1.7m.
LOGISTICS DEVELOPMENT GROUP PLC 3
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Strategic Report
Business and Financial Review
continued
Changes to the Board
Stephen Harley resigned from the Board on 1 November 2023. It is currently not the intention to appoint an additional
director to the Board.
Subsequent events
On 19 December 2023, the Company sold its entire investment holding in Trifast for £3.1m, realising a gain of
£0.4m.
On 9 February 2024, the Company subscribed for £10.0m fixed rate unsecured 15.0% series A loan notes and
payment in kind (PIK) notes issued by The Power of Talent Midco Limited (“Midco”), to be redeemed no later than
9 February 2027. Midco is a special purpose company that ultimately owns the operating companies in Nash
Squared Group.
As at 25 March 2024, being the latest practicable date prior to the approval of these financial statements, as part
of the Second Buyback 35,852,529 shares have now been repurchased, for an aggregate consideration of
£4,929,393.57 all of which will be cancelled. The buyback will not be renewed at the AGM due to be held on 9 May
2024.
Financial performance
The results for the current year reflect the Company structure as at 30 November 2023.
The Directors consider the Company is an investment entity per IFRS 10 and measure its investments at fair value
through profit and loss. The Company’s investments are all held through Fixtaia.
Had the Company not met the definition of an investment entity, it would be required to prepare consolidated
financial statements which involve presenting the results and financial position of the Company and Fixtaia as those
of a single economic entity.
At the reporting date, the fair value ascribed to the investments was £55.4m (2022: £34.3m) which reflects the
current net asset value (“NAV”) of the underlying investments at the reporting date. The Directors have reviewed
this valuation approach and consider it to be appropriate.
Administrative expenses are on par with the prior year at £1.0m (2022: £1.0m).
The Company’s underlying EBIT1 in the year was a loss of £12.0m (2022: profit of £1.1m) and statutory loss before
tax was £10.7m (2022: profit before tax of £1.1m).
Net debt
As at the reporting date, the Company has cash and cash equivalents of £42.6m (2022: £79.1m). Related party
transactions amounted to £0.2m (2022: £0.16m). See note 13.
Exceptional items
During the year there were no exceptional items to report.
Tax
The company is expected to have taxable profits in future periods and will be making use of existing tax losses.
Therefore, a deferred tax asset has been recognised on this basis.
Dividends
The Company did not pay an interim dividend (2022: £Nil) and no final dividend is being recommended (2022: £Nil).
Earnings per share2
Underlying basic and diluted loss per share are both (2.3p) (2022: underlying basic and diluted earnings per share
were both 0.2p). Statutory basic and diluted loss per share are both (1.8p) (2022: statutory basic and diluted
earnings per share were both 0.2p). See note 3 and 9.
1 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 Earnings per share (“EPS”) serves as an indicator of a company’s profitability. EPS measures the amount of a company’s profit on a per
share basis (see notes 3 & 9).
4 LOGISTICS DEVELOPMENT GROUP PLC
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Information about the Investment Manager
DBAY is an Isle of Man-based asset management firm with offices in London and Douglas, Isle of Man. Founded
in 2011, DBAY is owned by its partners and is licensed by the Isle of Man Financial Services Authority. The firm
follows a value investing approach and invests in listed equities across Europe, as well as in private equity style
control investments. The core DBAY team, who have worked together for over 20 years, have developed a diversified
set of skills from financial and operational backgrounds, with deep insight into a number of industry sectors. DBAY
comprises a team of 17 investment and operating professionals. Capital is managed on behalf of institutional
investors, endowments, foundations, family offices and pension funds.
Investment Policy and Strategy
The investment objective of the Company is to provide shareholders with attractive total return achieved through
capital appreciation and, when prudent, shareholder distributions or 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.
The investing policy can be found on the website www.ldgplc.com.
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.
The Investing Policy, approved by shareholders on 31 January 2022, states that the Company will seek to achieve
its investment objectives by making investments within the following parameters:
•
•
•
•
•
•
Characteristics: investment primarily in undervalued companies, with a focus on companies that generate
or have the potential to generate significant cash flows, where there is a high degree of revenue visibility and
a strong and distinctive market position;
Investment Type: investment in equity and equity related products, in both quoted and unquoted companies,
and in the DBAY Investment Funds;
Sectors: a broader range of sectors, such as business services including, amongst others, logistics,
distribution, technology services, security and manufacturing, or in funds managed by DBAY which invest in
the aforementioned sectors;
Geography: there is no geographical restriction but expected to be primarily within the United Kingdom or
the European Union;
Ownership: will range from a minority position to 100%, non-operating ownership; and
Restrictions: a maximum of 50% of the Company’s NAV at the time the relevant investment is made, using
the latest available management accounts of the Company, can be invested in DBAY Investment Funds.
Investments made outside of the DBAY Investment Funds will be limited to 10% of NAV per investment (on
the same basis), unless approved by the Board.
Investment Management agreement amendments
An investment management agreement was entered into on 14 January 2022. At the general meeting held on
31 January 2022, the investment management agreement and amended investing policy was approved by
shareholders. The changes were:
•
•
•
DBAY will not receive management or performance fees from LDG in respect of funds committed to the DBAY
Investment Funds by the Company. Fees will only be charged by the fund, to ensure there will be no double
charging;
DBAY have made a commitment to ensure that any DBAY Investment Funds in which the Company invests
will retain investment policies that are substantially the same as the new investing policy of the Company;
DBAY has made a commitment that it will provide the Company with an amount which is equal to the
Company’s reasonable corporate expenses in the given year, provided that such amount shall not exceed
the lower of: (i) £800,000; or (ii) the management fees in respect of investments made and/or amounts
committed by the Company which are received by DBAY in the relevant year; and
LOGISTICS DEVELOPMENT GROUP PLC 5
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Strategic Report
Business and Financial Review
continued
•
DBAY will ensure that there is, at all times, a contingency amount of at least £2.0m on the Company’s balance
sheet to cover any exceptional expenses that may arise in the future.
The investment management agreement was further amended by way of an addendum dated 30 March 2023, to
state that, with effect from the beginning of the current financial year, the maximum amount payable would not
exceed the lower of (i) £800,000; and (ii) amounts paid to DBAY in respect of investments in DBAY Investment
Funds specifically, and not all management fees received by DBAY.
Annual general meeting
The Company intends to hold its Annual General Meeting on 9 May 2024 in London. 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.
6 LOGISTICS DEVELOPMENT GROUP PLC
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Risk Management and Principal Risks
Risk management framework
The Board is ultimately responsible for setting the Company’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 2023 financial year, day to day risk management was the responsibility of the directors. The risk
management framework setting out the Company’s risk management 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 review of that register was completed by the Board and Audit Committee.
Principal risks
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
its strategic
The Company may not achieve
investment objectives in a competitive market and
challenging economic environment.
The Board believes the investing policy allows for a
wider range of investment opportunities 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
the Company’s
investment objectives.
tasked with meeting
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.
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
the Company’s
investment objectives.
tasked with meeting
The Board has appointed an experienced Investment
Manager
the Company’s
investment objectives.
tasked with meeting
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 2023. 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.
LOGISTICS DEVELOPMENT GROUP PLC 7
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Strategic Report
Risk Management and Principal Risks
continued
•
•
•
•
•
The interests of the Company’s employees: The Company is an Investing Company with (at the date of
this report) no employees. The Board would have 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 tangible 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 8, 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 26 March 2024 and signed on its behalf by:
Adrian Collins
Chairman
8 LOGISTICS DEVELOPMENT GROUP PLC
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Governance
The Board of Directors
ADRIAN COLLINS
Independent Non-executive Chairman
Member of the Audit Committee and Chair of the Remuneration 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 a Non-Executive Director of Hargreaves Lansdown and other private companies.
DAVID FACEY
Independent Non-executive Director
Chair of the Audit Committee and member of the Remuneration Committee
Appointed in April 2021
Skills and experience: David is a Fellow of the Institute of Chartered Accountants. David has over 25 years of
experience of corporate finance and was a founding partner of SP Angel Corporate Finance LLP, an AIM Nomad
and broker. He was formerly a senior corporate finance executive with HSBC Investment Bank. During his career
David has undertaken complex transactions advising governments, public companies and private companies of
all sizes and has recent experience of being an executive director of AIM listed company.
Other roles: David is currently a Non-Executive Director of Astris Advisers UK Limited and Chacey Capital Limited.
PETER NIXON
Non-executive Director
Member of the Audit Committee and the Remuneration Committee
Appointed in December 2021
Skills and experience: Peter has over 25 years of experience in finance and joined DBAY in 2009. Peter initially
acted as Group Chief Accountant and Head of Shared Services at the logistics business, TDG, which was an
investee company from 2008 to 2011 and has subsequently been involved in several other DBAY investments,
including Eddie Stobart, Unlimited Group, Harvey Nash Group, Telit Communications and, most recently, LDG.
Peter retired from his role at DBAY at the end of December 2021. Peter is a qualified Chartered Accountant, having
been an Audit Manager at Deloitte, and holds a degree in mathematics and physics from Manchester University.
Other roles: Peter previously held senior roles at United Utilities Plc, BBA Group Plc and The Reader’s Digest.
STEPHEN HARLEY
Independent Non-executive Director
Member of the Audit Committee and the Remuneration Committee.
Appointed in April 2017, resigned 1 November 2023
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Governance
Chairman’s Governance Statement
As Chairman, one of my key responsibilities is supporting and promoting the evolution of our governance framework
to ensure it supports the successful achievement of the Company’s strategy. By which I mean making sure we
have practices in place 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 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 conduct 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 2023 is set out
on pages 12 to 17.
Adrian Collins
Chairman
26 March 2024
10 LOGISTICS DEVELOPMENT GROUP PLC
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Code compliance
The Company complied with the requirements and recommendations of the QCA Governance Code, which is
considered appropriate for an AIM listed company, throughout the financial year ended 30 November 2023.
The Board considers 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 Governance Code to the extent the Code principles remain
appropriate in the light of the Company’s current status. Please see page 9 in relation to the Company’s governance
structure.
The Company has published a corporate governance statement which explains compliance or reasons for
non-compliance with the QCA Governance Code. The governance statement can be found on the Company’s
website at www.ldgplc.com
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
Governance Structure – QCA principle 9
Since the appointment of DBAY, the Company has not had an executive leadership team. The Board comprises of
three Directors, of which two are independent non-executive Directors, and one a non-executive Director, 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 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.
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 5 and 6 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 can be found on the company’s website at www.ldgplc.com.
LOGISTICS DEVELOPMENT GROUP PLC 11
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Governance
The Board
Role of the Board – QCA principle 9
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. Stephen Harley was appointed
shortly before the IPO in April 2017 and has since resigned effective 1 November 2023. David Facey was appointed
as an independent non-executive director in April 2021 and Peter Nixon was appointed in December 2021. 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 judgement. Considering Peter Nixon’s former role with DBAY the Board has
concluded that he should not be deemed independent. No other Director has a relationship that could materially
interfere with the exercise of their independent judgement.
Since the appointment of DBAY, 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.
Skills and experience – QCA principle 6
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 9 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 2023 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 2023 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.
12 LOGISTICS DEVELOPMENT GROUP PLC
267932 LDG AR pp01-pp20.qxp 27/03/2024 15:18 Page 13
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 scheduled and
eight ad-hoc Board meetings were held in the financial year ended 30 November 2023 and ad-hoc meetings were
held to facilitate Board oversight as matters required attention between regular scheduled meetings. Four Audit
Committee meetings of the Board were held in the financial year ended 30 November 2023. The table below illustrates
attendance by Directors at scheduled meetings in the 2023 financial year that they were entitled to attend as members.
Director
Directors
D Facey
A Collins
S Harley*
P Nixon
* S Harley resigned on 01/11/23
Board
12/12
12/12
11/12
11/12
Audit
Committee
Remuneration
Committee
Ad Hoc Board
Meetings
4/4
4/4
4/4
3/4
0
0
0
0
7/8
7/8
7/8
6/8
Board activities
During 2023, the Board considered the strategic options available to the Company and addressed matters such as:
•
•
•
•
in February 2023 a circular was published that contained details of a second share buyback which
commenced on 4 April 2023.The cancellation of 140,441,180 ordinary shares of £0.01 each subject to the
first buyback effected by LDG between 25 February 2022 and 6 April 2022;
in conjunction with DBAY a review of potential new investments;
board structure; and
review and consideration of:
o
o
o
annual budget and monitoring performance against budget
approval of 2022 annual report and financial statements
approval of 2023 interim report and financial statements.
Interactions with investors – QCA principle 2
Effective communication with investors is an important part of the Board’s role. During the 2023 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 ongoing transition towards becoming an Investing Company under the AIM rules.
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. The AGM was held on 3 May 2023 and the next AGM will be held on 9 May 2024.
Take into account wider stakeholder and social responsibilities – QCA principle 3
As detailed in the Section 172 Statement, the Company does not have any tangible assets or properties. However,
the Board ensures that, through its 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. This is critical
in ensuring the Company delivers on its strategy which in turn ensures the long-term success of the Company.
The investment manager is a member of the Principles for Responsible Investment (“PRI”) and has established a
Responsible Investment policy which was developed in accordance with PRI guidelines, stakeholder consultation
and external ESG advisors. The policy can be
investment manager’s website
https://www.dbayadvisors.com/responsibility/ and is applied to all investments considered by the investment
manager. Responsible investment is an approach to investment that explicitly acknowledges the relevance to the
investor environment, social and governance factors and the long-term health and stability of the market. It
recognises that the generation of long-term sustainable returns is dependent on stable, well -functioning and
well-governed social, environmental, and economic systems.
found on
the
Performance evaluation – QCA principle 7
An internal self-assessment Board evaluation process was conducted during 2023. There were no material findings
from this review and the same process will be completed during year ended 2024.
LOGISTICS DEVELOPMENT GROUP PLC 13
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Governance
Audit Committee Report – QCA Principle 9
Audit Committee
David Facey was appointed as Chairman of the Audit Committee upon his appointment to the Board in April 2021.
The other two Directors are members of the Committee. A majority of the members are independent. David Facey
is the member identified as having recent and relevant financial experience.
Meetings and attendance
The Audit Committee met four times during the financial year ended 30 November 2023. During the 2023 financial
year, meetings were usually attended by the external Auditors.
Attendance by Directors at meetings during the 2023 financial year is set out in the table on page 13.
Activities of the Audit Committee during the 2023 financial year included:
•
•
•
•
•
•
reviewing the financial results for the half year 2023 and full year 2022 for approval by the Board;
considering the appropriateness of preparing the financial statements on a going concern basis;
recommending the re-appointment of Haysmacintyre LLP as the Company’s auditors;
approving the audit plan for the 2023 financial year;
reviewing and considering principal risks faced, risk management and internal controls; and
receiving reports and updates on potential control and legal/regulatory compliance issues.
Significant accounting judgements
The Audit Committee considered areas of significant accounting judgement in connection with the preparation of
the 2023 financial statements, taking into account the views of the Company’s external auditors.
External auditors
The Audit Committee oversees the relationship with the external auditors. Having conducted its annual review, the
Committee concluded that Haysmacintyre LLP be re-appointed as auditors for the financial year ending
30 November 2023. The re-appointment of Haysmacintyre is to be proposed by an Ordinary Resolution at the AGM
held on 9 May 2024.
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 Company’s
systems of internal control and oversight of its risk management system in 2023. This covered all material controls
including financial, operational and compliance controls. The Company’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.
The Company does not have an operating business with members of staff (as described on page 16 of this annual
report). Administrative services are provided to the Company by IQ EQ Global (UK) Limited under an administration
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 any internal auditors in respect of the Company’s internal controls. This decision will be regularly reviewed.
The Committee recognises as the Company is 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.
14 LOGISTICS DEVELOPMENT GROUP PLC
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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 Peter Nixon, are
independent. Peter Nixon was employed by a significant shareholder which is also the Investment Manager, DBAY,
until the end of December 2021 and the Audit Committee have recommended that he should not be considered to
be independent.
David Facey
Chairman of the Audit Committee
26 March 2024
LOGISTICS DEVELOPMENT GROUP PLC 15
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Governance
Remuneration Committee Report
QCA principle 9
With the Company being 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 no employees in addition to
the Directors (as described on page 17 of this annual report). The Committee’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 2023 financial year to the extent they are relevant.
Approach to remuneration
The main role of the Remuneration Committee is to set the Company’s remuneration policy, determine each
executive Director’s and senior management’s total individual renumeration package and set targets for
performance-related pay. During 2023 and prior financial years, the Company had no executive Directors or senior
management, and therefore remuneration packages were not relevant. The only remuneration in the 2023 financial
year relate to non-executive Directors.
Directors’ remuneration in the year ended 30 November 2023
The remuneration of the Directors during the year ended 30 November 2023 (current and former) is set out below
together with comparable figures for the previous financial year.
Salary/Fees1
£’000
Benefits2
£’000
Pension Costs
£’000
Long-Term3
Incentives
£’000
Total
£’000
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Current Directors
A Collins
S Harley*
D Facey
P Nixon
96
71
60
60
96
61
60
59
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
96
71
60
60
96
61
60
59
1 This column sets out gross salary and fees received for the full financial years ended 30 November 2023 and 30 November 2022.
2 No benefits were paid during the period under review, benefits would include private medical insurance, life assurance, car allowance and
tax paid by the Company on such benefits.
3 None of the Directors have received cash under any incentive arrangement in the financial years ended 30 November 2023 and
30 November 2022.
* The amount paid to Stephen Harley includes an agreed separation sum.
Membership
Throughout the 2023 financial year, up to 1 November 2023, the Remuneration Committee consisted of Adrian
Collins as Chairman and the three other Directors, Stephen Harley (Independent non-executive Director) David
Facey (Independent non-executive Director) and Peter Nixon (non-executive director). Stephen Harley resigned as
a director, and also as a member of the Remuneration Committee, on 1 November 2023. The majority of members
throughout 2023 were independent non-executive Directors.
Meetings and attendance
The Remuneration Committee is expected to meet as required. The Committee did not meet in the 2023 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, of which there is none.
It will also have responsibility for recommending new appointments to the Board.
16 LOGISTICS DEVELOPMENT GROUP PLC
267932 LDG AR pp01-pp20.qxp 27/03/2024 15:18 Page 17
Long-term incentives
There are no long-term incentives applicable to the Directors of the Company.
Annual bonus
No cash or share based bonuses were paid in 2023.
Salaries
With no Executive Directors, there were no salaries or fees to pay to Directors in 2023 other than non-executive fees.
Directors’ interests in shares
As at 25 March 2024, the latest practicable date prior to the approval of this Document, the Directors held the
following interests in shares of the Company:
(i)
(ii)
Adrian Collins holds 1,000,000 ordinary shares of 1p each in the capital of the Company (2022:1,000,000)
representing approximately 0.19% of the Company’s issued share capital (2022: 0.14%); and
Peter Nixon holds 706,467 ordinary shares of 1p each in the capital of the Company (2022: 706,467)
representing approximately 0.13% of the Company’s issued share capital (2022: 0.10%).
No Directors disposed of shares in the 2023 financial year whilst they were Directors.
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 letters of appointment can be found on the
Company’s website www.ldgplc.com.
LOGISTICS DEVELOPMENT GROUP PLC 17
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Governance
Directors’ Report
The Directors submit their report and the audited financial statements of Logistics Development Group plc for the
year ended 30 November 2023.
Results
The Company’s underlying EBIT (see note 3) in the year was a loss of £12.0m (2022: £1.1m, before exceptional
income of £0.1m) and statutory loss before tax was £10.7m (2022: profit before tax of £1.1m).
Dividends
The Company did not pay an interim dividend (2022: £Nil) and the Directors do not recommend a final dividend for
the year (2022: £Nil).
Principal activities, business review and future developments
The Strategic Report on pages 2 to 8 describe the Company’s principal activities and a review of the business during
the 2023 financial year, as well as 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:
Stephen Harley
Adrian Collins
David Facey
Peter Nixon
(resigned 1 November 2023)
Directors’ fees are set out in the Remuneration report on pages 16 to 17. 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 11 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.
The Company does not have any tangible assets, properties or staff as is an investment entity and investments are
made in accordance with the Investing Policy. The investment manager is a member of the PRI and has established
an ESG Policy which can be found at https://www.dbayadvisors.com/responsibility/.
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 2024, 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
Stobart Group Limited
Hargreaves Lansdown Asset Mgt (Nominee)
Mr Richard Griffiths
ADM Investor Services International
18 LOGISTICS DEVELOPMENT GROUP PLC
Percentage of
Voting Rights Held
27.32%
12.20%
9.12%
5.89%
4.79%
267932 LDG AR pp01-pp20.qxp 27/03/2024 15:18 Page 19
Employee engagement, Disabled employees, Health, safety and wellbeing –
Principle 10
During the 2023 financial year, there were no employees of the Company other than the Directors. If this changes
the Board will introduce measures as appropriate.
Financial risk management
Information in respect of the financial risk management objectives and policies of the Company, is contained in
note 11 of the financial statements.
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 12 to the financial
statements.
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 – Principle 10
The annual general meeting will be held on 9 May 2024 in London. Details of business to be conducted at this
year’s annual general meeting 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 note 15 to the financial statements.
Engagement with stakeholders – 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 31 for further information.
This Directors’ report was approved by the Board on 26 March 2024 and signed by its order by;
Sarah Wakeford
Company Secretary
LOGISTICS DEVELOPMENT GROUP PLC 19
267932 LDG AR pp01-pp20.qxp 27/03/2024 15:18 Page 20
Governance
Statement of Directors’ Responsibilities in Respect of the
Financial Statements
The Directors are responsible for preparing the Annual Report and Accounts 2023 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.
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 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 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 also 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.
20 LOGISTICS DEVELOPMENT GROUP PLC
267932 LDG AR pp21-pp29.qxp 27/03/2024 15:17 Page 21
Independent Auditor’s Report to the members of
Logistics Development Group plc
Opinion
We have audited the financial statements of Logistics Development Group plc (the “Company”) for the year ended
30 November 2023 which comprise the Company Statement of Comprehensive Income, the Company Statement
of Financial Position, the Company Statement of Changes in Equity, the Company Cash Flow Statement, and notes
to the financial statements, including a summary of significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK adopted international accounting standards
(“IFRS”).
In our opinion, the financial statements:
•
•
•
give a true and fair view of the state of the Company’s affairs as at 30 November 2023 and of the Company’s
loss for the year then ended;
have been properly prepared in accordance with UK adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
An overview of 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 considered areas where subjective judgement was exercised by the
directors, for example in respect of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. We also assessed the risk of management override of
controls, including evaluating whether there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud. We tailored the scope of our audit to ensure that we performed sufficient
work to be able to give an opinion on the financial statements as a whole, taking into account the accounting
processes and controls, and the sector operated in. We have performed a full scope statutory audit on the
Company. We communicated with the board of directors our planned audit work via our audit planning report
and our audit planning call.
We communicated audit progress with the directors through interim progress calls. We have communicated all
significant areas of our audit work with the board of directors at the completion call, and through the issue of our
audit findings report for review during this call.
LOGISTICS DEVELOPMENT GROUP PLC 21
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Governance
Independent Auditor’s Report to the members of
Logistics Development Group plc
continued
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our 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) we identified, 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 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.
Key Audit Matter
Valuation of investments
Investments in the Company at year-end totalled
£55.392m
Investments of £31.9m was made by the Company into
Fixtaia Limited
the year ended
30 November 2023 in exchange for 319.10 shares to
facilitate the acquisition of shares in the following
undertakings.
(“Fixtaia”)
in
Using the funds from the Company, Fixtaia purchased
shares in Alliance Pharma plc (“Alliance”), The Mission
Group plc (“Mission”) and Trifast plc (“Trifast”), listed
entities. These additions were made alongside the
in Finsbury Foods Group plc
investments held
(“Finsbury”), with
to
14,160,365 shares in the year, before subsequently
being de-listed pre-year-end.
this holding
increased
The investments held in listed entities at the year-end
are not considered to be complex with regards to the
valuation approach taken by management, as the
amounts at the year-end could be agreed to active
quoted prices.
At 30 November 2023, the investments within Fixtaia
include investments in two unlisted entities.
The funds from the loan provided from Fixtaia to Synsion
Topco Limited (“Synsion”) in the prior year of (cid:31)18.5m were
used to acquire investments in shares of Synsion in
February 2023, with (cid:31)4.1m being returned to Fixtaia.
A subsequent investment was made in June 2023 in
Synsion bringing the total holding to 1,039,419,772 shares
representing a holding of 11.1%. The value of this
investment has been derived from an underlying listed
entity, SQLI, S.A. (ENXTPA: SQI) (“SQLI”).
22 LOGISTICS DEVELOPMENT GROUP PLC
How our scope addressed this matter
We obtained management’s assessment for the
accounting for the investments held at the reporting
date. Whilst material, we noted that the listed
investments were not subject to any judgement and
therefore the valuation is not considered to be complex.
We examined the Company’s additional financial
contributions
to Fixtaia, ensuring alignment with
supporting documents and conducting substantive tests
on the balances contributing to the net asset value of the
investee entity. This involved challenging the assessment
that all balances within the Fixtaia balance sheet
represented their fair values at the financial reporting date.
Our procedures entailed detailed challenge of the
methodologies and calculations employed by
management to ascertain the fair value and the
resulting effects on profit and loss stemming from these
investments. We recalculated expected balances at
year-end and scrutinised the management's rationale
behind their valuation decisions to consider the
appropriateness of the accounting treatments applied,
ensuring no more suitable alternatives were
overlooked. Our focus on the judgements made by
management was on the unlisted investments due to
the subjectivity in the valuation approaches.
the
We assessed the valuation technique applied to the
Synsion investment, a significant constituent of Fixtaia's
net assets, by engaging our own internal expert to
this approach.
reasonableness of
consider
We obtained supporting documentation for all key inputs
in the valuation and challenged management on the
treatment of fair value at acquisition and at the year end.
We obtained documentation for the pass-through entities
for any evidence of material balances being excluded
from
the valuation. We obtained management’s
memorandum on the valuation of the Frisbee at the
measurement date with reference to the requirements of
IFRS 13 – Fair Value. We challenged management on
their assessment of the level of inputs and obtained
management commentary on how their assessment met
the requirements. We obtained and critically assessed
the discounted cashflow provided by engaging our
internal expert, to assess any impact of the model on the
valuation used by management.
267932 LDG AR pp21-pp29.qxp 27/03/2024 15:17 Page 23
Key Audit Matter
How our scope addressed this matter
The other unlisted investment relates to the holding in
Frisbee Topco Limited (“Frisbee”), whereby Fixtaia holds
14,160,365 shares at the year-end. Finsbury ceased to
be a listed entity, following a de-listing of its shares
before the year-end as a result of a share acquisition
funded by DBay Advisors Limited (“DBay”), with the
Company holding a minority interest through Fixtaia.
This share acquisition was funded through Frisbee
Bidco Limited (“Bidco”) which is a wholly owned
subsidiary of Frisbee Topco Limited (“Frisbee”) of which
the investment from Fixtaia in Finsbury was transferred
as a result of the share acquisition The valuation of this
investment is underpinned by the offer price of the
take-private acquisition of Finsbury which completed in
November 2023.
Accounting for an interest in a legal entity requires
management’s use of judgement.
There is a heightened risk that the Company’s
investments, which are held at fair value, of £55.392m
at 30 November 2023 are not measured appropriately
in accordance with the applicable financial reporting
standards. The risk is particularly pertinent to the
investments in unlisted undertakings as these requires
greater judgement from management in the application
of the valuation approach as per IFRS 13, due the
absence of observable market values as at the
year-end date.
investments. We corroborated
We obtained and critically assessed management’s
assessment of the application of IFRS 13 in relation to
the unlisted
this
assessment to our own understanding and compared
the judgements made by management to the specific
IFRS requirements around fair value and valuation
approaches taken. We also engaged our own internal
expert to consider the reasonableness of management’s
approach.
Our challenge of the year-end balance involved a
recalculation of the gains within Fixtaia from the external
investments as well as the overall loss recognised in
the Company accounts from the investment in Fixtaia.
We verified the percentage ownership of all holdings
via review of external documentation to ensure that
management had appropriately applied
the
requirements of IAS 28 Investments in Associates and
Joint Ventures. We
considered
management’s application of IFRS 10 with regards to
accounting for the investment in Fixtaia. We found that
treatment of the investments in the financial statements
to be appropriate and in line with the applicable
financial reporting framework.
have
also
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, in evaluating the effect of
misstatements and in forming an option. For the purpose of determining whether the financial statements are free
from material misstatement, we define materiality as the magnitude of a misstatement or an omission from the
financial statements, or related disclosures, that would make it probable that the judgement of a reasonable person,
relying on the information would have been changed or influenced by the misstatement or omission. We also
determine a level of performance materiality, which we used to determine the extent of testing needed, to reduce
to an appropriately low level the risk that the aggregate of uncorrected and undetected misstatement exceeds
materiality for the financial statements as a whole.
Materiality for the Company financial statements was set at £1,500,000. This was determined with reference to
approximately 1.5% of the gross assets of the Company. This was selected as an appropriate measure of materiality
on the basis that the Company is an investment company.
On the basis of our risk assessment and review of the control environment, performance materiality was set at 75%
of materiality, being £1,125,000.
The reporting threshold to the board of directors was set as 5% of materiality, being £85,000. If in our opinion
differences below this level warranted reporting on qualitative grounds, these would also be reported.
LOGISTICS DEVELOPMENT GROUP PLC 23
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Governance
Independent Auditor’s Report to the members of
Logistics Development Group plc
continued
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our audit procedures to evaluate the directors’ assessment of the Company’s ability to continue to adopt the going
concern basis of accounting included, but were not limited to:
•
•
•
•
•
•
Undertaking an initial assessment at the planning stage of the audit to identify events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern;
Evaluating the methodology used by the directors to assess the Company’s ability to continue as a going
concern;
Reviewing the directors’ going concern assessment and evaluating the key assumptions used and
judgements applied to the cashflow produced;
Performing sensitivities on management’s cashflow forecast to undertake the extent of any changes to
assumptions on the position of the Company;
Verifying bank statements prior to the signing of the financial statements for any evidence of significant cash
reduction post year-end which could significantly impact the cashflow forecast;
Verifying further investments made post year-end and prior to signing of the financial statements.
Other information
The directors are responsible for the other information. The other information comprises the information included
in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion 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 such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in 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 in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
•
•
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
the Company financial statements are not in agreement with the accounting records and returns; or
24 LOGISTICS DEVELOPMENT GROUP PLC
267932 LDG AR pp21-pp29.qxp 27/03/2024 15:17 Page 25
•
•
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 20, the directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors 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.
Auditor’s 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 auditor’s 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance
with laws and regulations related to regulatory requirements for the company and investing regulations and we
considered the extent to which non-compliance might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on the preparation of the financial statements.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls) and determined the principal risks. Audit procedures performed by the
engagement team included:
•
•
•
•
•
Inspecting correspondence with regulators and tax authorities;
Discussions with management including consideration of known or suspected instances of non-compliance
with laws and regulation and fraud;
Evaluating management’s controls designed to prevent and detect irregularities;
Identifying and testing accounting journal entries, in particular those journal entries which exhibited the
characteristics we had identified as possible indicators of irregularities; and
Challenging assumptions and judgements made by management in their critical accounting estimates
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases
the more that compliance with a law or regulation is removed from the events and transactions reflected in the
financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission, or misrepresentation.
LOGISTICS DEVELOPMENT GROUP PLC 25
267932 LDG AR pp21-pp29.qxp 27/03/2024 15:17 Page 26
Governance
Independent Auditor’s Report to the members of
Logistics Development Group plc
continued
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those
matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's
members as a body, for our audit work, for this report, or for the opinions we have formed.
Ian Cliffe (Senior Statutory Auditor)
For and on behalf of Haysmacintyre LLP,
Statutory Auditors
Date: 26 March 2024
10 Queen Street Place
London
EC4R 1AG
26 LOGISTICS DEVELOPMENT GROUP PLC
267932 LDG AR pp21-pp29.qxp 27/03/2024 15:17 Page 27
Financial Statements
Company Statement of Comprehensive Income
for the year ended 30 November 2023
(Loss)/gain on investments measured at fair value through profit or loss –
Interest income
Other (loss)/income
Net finance (cost)/income
Administrative expenses
Total administrative expenses
(Loss)/profit before tax
Income tax credit
(Loss)/profit and total comprehensive (loss)/income for the year
Earnings per share
Basic
Diluted
Year ended
30 November
2023
£’000
(10,856)
1,317
(173)
(9,712)
(974)
(974)
(10,686)
566
(10,120)
Year ended
30 November
2022
£’000
1,993
–
173
2,166
(1,017)
(1,017)
1,149
–
1,149
(1.8p)
(1.8p)
0.2p
0.2p
Note
10
4
13
7
9
9
The accompanying notes form part of the financial statements.
LOGISTICS DEVELOPMENT GROUP PLC 27
267932 LDG AR pp21-pp29.qxp 27/03/2024 15:17 Page 28
Financial Statements
Company Statement of Financial Position
as at 30 November 2023
Assets
Non-current assets
Investments at fair value through profit or loss
Current assets
Other receivables
Deferred tax asset
Cash and cash equivalents
Amounts owed from related undertakings
Total assets
Current liabilities
Amounts owed to Company and related undertakings
Other payables
Total liabilities
Net assets
Equity
Called up share capital
Own shares
Retained earnings
Total shareholders’ funds
30 November
2023
£’000
30 November
2022
£’000
Note
10
11
7
11
11
11
12
12
12
55,392
55,392
297
566
42,644
–
43,507
98,899
(35)
(351)
(386)
(386)
34,338
34,338
179
–
79,064
173
79,416
113,754
(652)
(404)
(1,056)
(1,056)
98,513
112,698
5,331
–
93,182
98,513
5,618
(11)
107,091
112,698
The Company Financial Statements on pages 27 to 39 were approved by the Board of Directors on 26 March 2024 and
were signed on its behalf by:
Adrian Collins
Director
26 March 2024
Company number 08922456
The accompanying notes form part of the financial statements.
28 LOGISTICS DEVELOPMENT GROUP PLC
267932 LDG AR pp21-pp29.qxp 27/03/2024 15:17 Page 29
Company Statement of Changes in Equity
for the year ended 30 November 2023
Balance at 1 December 2021
Profit for the year
Share premium reduction
Transfer to retained earnings
Share repurchase (note 12)
Disposal/cancellation of own shares (note 12)
Balance at 30 November 2022
Loss for the year
Disposal/cancellation of own shares (note 12)
Share repurchase (note 12)
Balance at 30 November 2023
Share
capital
£’000
7,022
–
–
–
(1,404)
–
5,618
–
–
(287)
5,331
Share
premium
£’000
157,476
–
(157,476)
–
–
–
–
–
–
–
–
Own
shares
£’000
Retained
earnings
£’000
Total
£’000
(857)
(29,697)
133,944
–
–
–
–
846
1,149
–
157,476
(21,046)
(791)
1,149
(157,476)
157,476
(22,450)
55
(11)
107,091
112,698
–
11
–
–
(10,120)
6
(3,795)
93,182
(10,120)
17
(4,082)
98,513
The accompanying notes form part of the financial statements.
LOGISTICS DEVELOPMENT GROUP PLC 29
267932 LDG AR pp21-pp29.qxp 27/03/2024 15:17 Page 30
Financial Statements
Company Cash Flow Statement
for the year ended 30 November 2023
Cash flows from operating activities
(Loss)/profit for the year
Adjustments for:
Loss/(gain) on investments measured at fair value through profit or loss – net
Interest income
Income tax credit
Changes in:
Increase in other receivables
(Decrease)/increase in other payables
Net outflow from operating activities
Cash flows from investing activities
Dividends received
Purchase of investment
Amounts owed from related undertakings
Amounts owed to subsidiary
Net cash outflow from investing activities
Cash flows from financing activities
Share repurchase
Disposal/cancellation of own shares
Interest income
Net cash outflow from financing activities
Net decrease 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
Year ended
30 November
2023
£’000
Year ended
30 November
2022
£’000
Note
(10,120)
1,149
10
7
11
11
10
10
11
11
12
12
10,856
(1,317)
(566)
(118)
(53)
(1,318)
–
(31,910)
173
(617)
(32,354)
(4,082)
17
1,317
(2,748)
(36,420)
79,064
42,644
(1,993)
–
–
(65)
114
(795)
2,873
(33,000)
(173)
652
(29,648)
(22,450)
55
–
(22,395)
(52,838)
131,902
79,064
The accompanying notes form part of the financial statements.
30 LOGISTICS DEVELOPMENT GROUP PLC
267932 LDG AR pp30-imp.qxp 27/03/2024 15:16 Page 31
Notes to the Company Financial Statements
for the year ended 30 November 2023
1. Basis of accounting
Logistics Development Group plc (the “Company”) is a public company limited by shares and incorporated and
domiciled in England, United Kingdom. Its registered address is 4th Floor, 3 More London Riverside, London, SE1 2AQ.
Basis of preparation
The Financial Statements were prepared in accordance with UK - adopted 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.
As at 30 November 2023, the Company has one subsidiary. As the Company is defined under IFRS10 as an
Investment Entity, consolidation exemption allows the measuring of controlling interests in another entity at fair value
through profit and loss.
The Financial Statements present Company only information for the current and comparative periods.
The Financial Statements were prepared under the historical cost convention, except for financial assets recognised
at fair value through profit or loss, which have been measured at fair value. The Company is not registered for VAT
and therefore all expenses are recorded inclusive of VAT.
Going concern
The Directors have a reasonable expectation that the Company has sufficient resources to continue in operation
for the foreseeable future, a period of at least 12 months from the date of this report. The Directors have prepared
a cash flow forecast for a period of 12 months to April 2025 which indicates 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
(a) 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; and
Level 3: Unobservable inputs (i.e. not derived from market data and may include 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.
(b)
•
•
Financial instruments
Financial assets – other receivables and amounts owed to related undertakings. Such assets are recognised
initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, such
assets are measured at amortised cost using the effective interest method, less any impairment losses.
Cash and cash equivalents – in the Statement of Financial Position, cash includes cash and cash equivalents
excluding bank overdrafts. No expected credit loss provision is held against cash and cash equivalents as
the expected credit loss is negligible.
LOGISTICS DEVELOPMENT GROUP PLC 31
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Financial Statements
Notes to the Consolidated Financial Statements
continued
2. Significant accounting policies 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 derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.
Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs.
Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective
interest method.
Share capital – Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
ordinary shares are recognised as a deduction from equity, net of any tax effects.
(c) Exceptional items – items that are material in size or nature and non-recurring are presented as exceptional
items in the Statement of Comprehensive Income. The Directors are of the opinion that the separate recording
of exceptional items provides helpful information about the Company’s underlying business performance.
Events which may give rise to the classification of items as exceptional include restructuring of business units
and the associated legal and employee costs, costs associated with business acquisitions, impairments and
other significant gains or losses.
(d) Alternative performance measures (APMs) – APMs, such as underlying results, are used in the day-to-day
management of the Company, and represent statutory measures adjusted for items which, in the Directors’
view, could influence the understanding of comparability and performance of the Company year on year.
These items include non-recurring exceptional items and other material unusual items.
(e)
Tax – tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit
or loss except to the extent that 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.
(f) Operating segments – the Company has a single operating segment on a continuing basis, namely
investment in a portfolio of assets.
(g) Fund raise costs – transaction costs incurred in anticipation of an issuance of equity instruments are
recorded as a deduction from the retained earnings reserve in accordance with IAS 32 and the Companies
Act 2006.
(h) Own shares reserve (Own Shares) – transfer of shares from the trust to employees is treated as a realised
loss and recognised as a deduction from the retained earnings.
(i)
Employee Benefit Trust – The cost of the Company’s shares held by the Employee Benefit Trust (EBT) is
deducted from equity in the Company balance sheet under the heading own shares. Any cash received by
the EBT on disposal of the shares it holds is also recognised directly in equity. Other assets and liabilities of
the EBT (including borrowings) are recognised as assets and liabilities of the Company.
New and amended IFRS Accounting Standards that are effective for the current year
In the current year, the Company has early applied a number of amendments to IFRS Accounting Standards issued
by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that
begins on or after 1 January 2023. Their adoption has not had any material impact on the disclosures or on the
amounts reported in these financial statements.
•
•
•
•
IAS 1: Classifications of Liabilities as Current or Non-Current (effective for periods commencing on or after
1 January 2023);
IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies (effective for periods commencing
on or after 1 January 2023);
IAS 8: Definition of Accounting Estimates (effective for periods commencing on or after 1 January 2023); and
IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective for periods
commencing on or after 1 January 2023).
32 LOGISTICS DEVELOPMENT GROUP PLC
267932 LDG AR pp30-imp.qxp 27/03/2024 15:16 Page 33
New and revised IFRS accounting standards in issue but not yet effective
Certain standards, amendments to, and interpretations of, published standards have been published that are
mandatory for the Company’s accounting years beginning on or after 1 January 2024 or later years and which the
Company has decided not to adopt early:
•
•
IFRS 7 and IAS 7: Supplier Finance Arrangements (effective for periods commencing on or after 1 January
2024);
IAS 1: Non-current liabilities with covenants (effective for periods commencing on or after 1 January 2024);
None of the above listed changes are anticipated to have a material impact on the Company’s financial statements.
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 –during the year, the Company measured its investment in Fixtaia at fair value
through profit and loss.
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 investment
is in line with the strategy of the Company.
If the Company was not an Investing Company, the investments in Fixtaia would have been accounted for as a
subsidiary undertaking in consolidated financial statements.
(ii) Fair value of the investments – the Directors have recorded the current year investment in Fixtaia at fair value.
All investments have, to date, for structuring purposes been held by Fixtaia. The fair value at the end of the period
has been calculated on the basis of the net assets of Fixtaia. The net assets of Fixtaia mainly consist of investments
in listed entities, together with 2 private companies and cash/cash equivalents. The listed investments are carried
at the quoted price as at 30 November 2023.
(iii) Given the take private transaction of Finsbury Food Group Plc (“Finsbury”) has completed very close to the year-
end of the Company, 16 November 2023 and all shareholders (including the Company’s interest, via its subsidiary
Fixtaia) have rolled their shares at the same take-private price, the directors have concluded that the take-private
valuation of 110p per Finsbury share should be retained at 30 November 2023 for Frisbee Topco Limited.
The Directors believe that this valuation approach represents the price the Company would expect to receive in an
orderly transaction between market participants.
Key sources of estimation in applying the Company’s accounting policies
The Directors believe that there are no key assumptions concerning the future. Estimates utilised in preparing its
financial statements are reasonable and prudent, however, actual results could differ from these estimates. The
most significant estimates and judgements that are required to be made are in respect of the valuation of
investments for which no reliable market price is available (see note 10).
LOGISTICS DEVELOPMENT GROUP PLC 33
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Financial Statements
Notes to the Consolidated Financial Statements
continued
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)/profit before interest and tax
Less: Interest income
Less: Income tax credit
Underlying EBIT
Weighted average number of Ordinary Shares – Basic
Weighted average number of Ordinary Shares – Diluted
Underlying Basic (loss)/earnings per share for total operations
Underlying Diluted (loss)/earnings per share for total operations
2023
£’000
(10,120)
(1,317)
(566)
(12,003)
2022
£’000
1,149
–
–
1,149
2023
(in thousands)
2022
(in thousands)
552,189
552,189
(2.3p)
(2.3p)
606,921
606,921
0.2p
0.2p
Interest Income
4.
During the year, the Company opened a deposit account with Investec Bank plc. Interest earned during 2023
amounted to £1,317k, with £133k of this receivable at the year end.
5. Employees and Directors
Staff costs and the average number of persons (including Directors) employed by the Company during the year
are detailed below:
Staff and Director costs for the Company during the year
Wages and salaries
Social security costs
Average monthly number of employees and Directors
Employees and Directors
A summary of Directors’ remuneration (key management personnel) is detailed below:
Emoluments, bonus and benefits in kind
Total Directors’ remuneration
Remuneration of the highest paid Director is detailed below:
Emoluments, bonus and benefits in kind
34 LOGISTICS DEVELOPMENT GROUP PLC
2023
£’000
287
23
310
4
2023
£’000
287
287
2023
£’000
96
2022
£’000
276
22
298
4
2022
£’000
276
276
2022
£’000
96
267932 LDG AR pp30-imp.qxp 27/03/2024 15:16 Page 35
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
Total fees payable to Company’s auditors
2023
£’000
82
–
82
2022
£’000
66
–
66
Income tax credit
7.
In the prior year the Company did not recognise a deferred income tax charge or credit as the Directors did not
consider there was sufficient certainty over its recovery. During 2023 the Company has held cash on deposit
resulting in significant income received. In 2023, the deferred tax asset of £566k (2022: £578k) is recognised.
The income tax credit 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)/profit before tax
Expected tax (credit)/charge based on an effective corporation tax
rate of 23.01% (2022: 19%)
Effect of expenses not deductible in determining taxable profit
Effect of income not taxable in determining taxable profit
Movement of tax losses for which no deferred tax asset has been recognised
Income tax credit
2023
£’000
(10,686)
(2,459)
2,516
(45)
(578)
(566)
2022
£’000
1,149
218
52
(378)
108
–
The current effective UK corporation tax main rate for the financial year is 23.01%. The UK corporation tax main
rate was 19% until 31 March 2023 and on 1 April 2023 it increased to 25%. From 1 April 2023, there was an
introduction of a small profits rate of 19% for companies with profits under £50k.
8. Dividends
At the date of approving these Financial Statements, no final dividend has been approved or recommended by the
Directors (2022: £Nil).
9. Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the period attributable to ordinary equity
holders of the Company by the weighted average number of ordinary shares outstanding during the 12 months to
the period end.
Diluted earnings per share amounts are calculated by dividing the profit attributable to ordinary equity holders of
the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted
average number of ordinary shares that would be issued on conversion of all the potentially dilutive instruments
into ordinary shares. The Company has no dilutive instruments to be included in the calculation.
LOGISTICS DEVELOPMENT GROUP PLC 35
267932 LDG AR pp30-imp.qxp 27/03/2024 15:16 Page 36
Financial Statements
Notes to the Consolidated Financial Statements
continued
9. Earnings per share continued
(Loss)/profit attributed to equity shareholders
Weighted average number of Ordinary Shares – Basic
Weighted average number of Ordinary Shares – Diluted
Basic (loss)/earnings per share for total operations
Diluted (loss)/earnings per share for total operations
2023
£’000
(10,120)
2022
£’000
1,149
2023
(in thousands)
2022
(in thousands)
552,189
552,189
(1.8p)
(1.8p)
606,921
606,921
0.2p
0.2p
10. Investments at fair value through profit or loss
Additions
At during Change in Total Fair value
1 December the year fair value Dividends investments level
2022 2023 2023 2023 2023
£’000 £’000 £’000 £’000 £’000
Fixtaia Limited 34,338 31,910 (10,856) – 55,392 3
Additions
At during Change in Total Fair value
1 December the year fair value Dividends investments level
2021 2022 2022 2022 2022
£’000 £’000 £’000 £’000 £’000 2022
Marcelos Limited 2,218 – 655 (2,873) – 3
Fixtaia Limited – 33,000 1,338 – 34,338 3
Total 2,218 33,000 1,993 (2,873) 34,338
Fixtaia is the subsidiary vehicle where all investment transactions are executed and held.
During the current year, the Company received 319.10 shares in Fixtaia for cash consideration of £31.9m.
The number of shares held in Fixtaia at 30 November 2023 was 650.10 (2022: 331). As at 30 November 2023, the
investment in Fixtaia was revalued to £55.4m as per the net asset value of Fixtaia, resulting in a net revaluation loss
of £10.9m through profit or loss.
The Company’s accounting policy on fair value measurement is disclosed in note 2. The investment is categorised
at Level 3 as there is no market activity on the date of measurement as they are a private company. Fixtaia is held
at NAV.
During the year, Fixtaia’s investment in Finsbury was re-categorised from a Level 1 investment to a Level 3, due to
the de-listing of Finsbury.
Fixtaia holds a portfolio of listed and private assets. The listed assets are categorised as Level 1 and the private
assets are categorised as Level 2/3 depending on the inputs used.
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11. Financial assets and liabilities
Financial assets at fair value through the profit or loss
Investments (see note 9)
Financial assets at amortised cost
Amounts owed by related undertakings (see note 12)
Other receivables
Total financial assets
Financial liabilities at amortised cost
Amounts owed to related undertakings (see note 12)
Other payables
Total financial liabilities
Cash and cash equivalents
Net funds
2023
£’000
2022
£’000
55,392
34,338
–
297
173
179
55,689
34,690
(35)
(351)
(386)
42,644
42,644
(652)
(404)
(1,056)
79,064
79,064
All financial assets and liabilities can be liquidated within one year. The fair value of those assets and liabilities
approximates their book value.
Other receivables represent receivables, prepayments and accrued interest receivable. Other payables include
accruals of £288k (2022: £295k).
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:
Market risk
Market price risk is the risk that the market price of a financial instrument will fluctuate due to changes in factors
specific to the security or its issuer. This market risk comprises three elements – currency risk, interest rate risk and
other price risk.
If the market value of the Company’s investments increased/decreased in value by 10% as at 30 November 2023
the effect on the investment portfolio would have been an increase/decrease of £5,539k.
Currency risk
The Company holds one investment, via its subsidiary Fixtaia, denominated in a currency other than Sterling (GBP).
Consequently, the Company is exposed to currency risk as the value of the investment denominated in Euro’s will
fluctuate due to the change in the exchange rate. The Company does not currently engage in currency hedging
activities. The Company’s cash is held in GBP.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect the level of income receivable
on cash deposits. The Company’s interest bearing assets are cash at Royal Bank of Scotland and cash on deposit
at Investec Bank Plc (“Investec”). The Company would be significantly affected by changes in interest rates on
cash held on deposit with Investec. Interest rate movements may affect the fair value of investments in fixed interest
and equity securities.
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.
LOGISTICS DEVELOPMENT GROUP PLC 37
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Financial Statements
Notes to the Consolidated Financial Statements
continued
11. Financial assets and liabilities continued
Credit risk
The Company’s principal exposure to credit risk is in the amounts owed by related undertakings, at 30 November
2023 £35k owed to DBAY Advisors Limited.
Capital management
Capital comprises share capital of £5.3m (2022: £5.6m).
12. Capital and reserves
Ordinary shares of 1p each in issue at 30 November 2022
Ordinary shares of 1p each in issue at 30 November 2023
No of
shares
‘000
561,765
533,087
Called up
share capital
£’000
5,618
5,331
All ordinary shares in issue referred to in the table above were authorised and are fully paid.
Share repurchase
Between April 2023 and November 2023, the Company repurchased a total of 28,678,158 of its shares from
shareholders at a cost of £4.1m and these were subsequently cancelled, resulting in share capital of £5.3m at
30 November 2023. The shares were purchased for a premium, and transaction costs were incurred. Resulting in
a reduction of retained earnings of £3.8m.
Own shares
Included in prior year total number of ordinary shares outstanding were 6,708 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 were treated as Own shares in the Company’s Balance Sheet in accordance with IAS 32. At 30 November
2022, the 6,708 shares were held at a cost of £1.60 per share.
On 20 February 2023, the entire balance of own shares, 6,708 shares, was disposed of for £1k. Thereafter, a residual
cash balance on the SIP account of £16k was transferred to the Company. Overall, a gain of £6k was recognised
in retained earnings.
13. Related party transactions
Transactions with Amounts owed by Amounts owed to
related parties related parties related parties
2023 2022 2023 2022 2023 2022
£’000 £’000 £’000 £’000 £’000 £’000
Related party
DBAY Advisors Limited (208) 161 – 173 (35) –
Transactions with Amounts owed by Amounts owed to
group undertakings group undertakings group undertakings
2023 2022 2023 2022 2023 2022
£’000 £’000 £’000 £’000 £’000 £’000
Group undertaking
Fixtaia Limited – – – – – (652)
During the prior year, the Company generated income from related party DBAY Advisors Limited in the form of a
monitoring fee, related to its investment in Fixtaia of £173k. This amount was outstanding as at 30 November 2022.
On 30 March 2023, the Investment Management Agreement was updated to provide for a change in investing
policy. On 30 March 2023, the balance receivable from DBAY Advisors Limited of £173k was written off. The
monitoring fee is now recognised directly between Fixtaia and DBAY Advisors Limited.
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During the year, DBAY Advisors Limited paid for expenses of £35k (2022: £12k) on the behalf of the Company. This
amount of £35k remains outstanding at 30 November 2023 (2022: £nil).
The amount owed to Fixtaia as at 30 November 2022 of £652k represents the outstanding consideration payable
for the Company’s investment in Fixtaia. This balance of £652k was settled with Fixtaia in January 2023.
During the year, Fixtaia accrued performance fees of £694k (2022: £352k). No performance fees were paid during
the year and the balance outstanding at 30 November 2023 was £889k (2022: £195k).
The Company did not enter into any other related party transactions.
14. Capital commitments
At 30 November 2023, the Company had no commitments (2022: £Nil).
15. Contingent liabilities
At 30 November 2023, the Company had no contingent liabilities (2022: £Nil).
16. Subsequent events
On 19 December 2023, the Company sold its entire investment holding in Trifast for £3.1m, realising a gain of £430k.
On 9 February 2024, the Company subscribed for £10.0m fixed rate unsecured 15.0% series A loan notes and
payment in kind (PIK) notes issued by The Power of Talent Midco Limited (“Midco”), to be redeemed no later than
9 February 2027. Midco is a special purpose company that ultimately owns the operating companies in
Nash Squared Group.
As at 25 March 2024, being the latest practicable date prior to the approval of these financial statements, as part
of the Second Buyback 35,825,529 shares have now been repurchased, for an aggregate consideration of
£4,929,393.57 all of which will be cancelled. The buyback will not be renewed at the AGM due to be held on
9 May 2024.
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Financial Statements
Glossary
Term Definition
Accounts The financial statements of the Company
Admission The admission of the issued ordinary shares in the Company admitted
to trading on AIM that became effective on 31 December 2020
AGM Annual general meeting of the Company
AIM Alternative Investment Market of the London Stock Exchange
AIM Rules 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
AIM Investing Company An Investing Company as defined by the AIM rules
APMs Alternative Performance Measures
Board The Board of Directors of the Company
Company or LDG Logistics Development Group plc, a public limited company incorporated
in England and Wales with registered number 08922456
DBAY DBAY Advisors Limited and/or any fund(s) or entity(ies) managed or
controlled by DBAY Advisors Limited as appropriate in the relevant
context
Directors The Directors of the Company as at the date of this document, as
EPS Earnings per share
identified on page 9
Fixtaia Fixtaia Limited, a company incorporated in Jersey (company no. 140806).
Fixtaia is the subsidiary investment vehicle. All investments are executed
and held in Fixtaia. Registered office is at 2nd Floor, Gaspé House,
66-72 Esplanade, St. Helier, JE1 1GH, Jersey
FY22 Financial Year ended 30 November 2022
FY23 Financial Year ended 30 November 2023
HY23 Six-month period ended 31 May 2023
IAS International Accounting Standards
IFRS International Financial Reporting Standards
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 pages 5 and 6
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Term Definition
Marcelos Marcelos Limited, a company incorporated on the Isle of Man (company
no. 016829v), whose registered office is at First Names House, Victoria
Road, Douglas, Isle of Man, IM2 4DF
Ordinary Shares/Shares Ordinary shares of £0.01 each in the capital of the Company
QCA Quoted Companies Alliance
QCA Governance Code QCA Corporate Governance Code for Small and Mid-Size Quoted
Companies published by the QCA
SIP Share Incentive Plan
LOGISTICS DEVELOPMENT GROUP PLC 41
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Advisors
Registrars for Logistics Development Group plc
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Nomad
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
Broker
Investec plc
30 Gresham Street
London
EC2V 7QP
Independent Auditors
Haysmacintyre LLP
10 Queen St Place
London
EC4R 1AG
Solicitors
Fladgate LLP
16 Great Queen Street
London
WC2B 5DG
Public Relations
FTI Consulting
200 Aldersgate Street
London
EC1A 4HD
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