27 March 2023
Logistics Development Group
plc
("LDG" or the
"Company")
Final Results for year ended
30 November 2023
Logistics Development Group plc, the
AIM listed investing company, announces its audited final results
for the year ended 30 November 2023.
Full year 2023 Results
Summary
· 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).
· 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 below 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 €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 €4.1m. In June 2023, an additional €649,000 loan was provided and
capitalised through the issue of Synsion TopCo 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.
Share buyback
· 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.
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.
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.
A copy of the full year results are
also available to be viewed on, or downloaded from, the Company's
corporate website at www.ldgplc.com
For
enquiries:
Logistics Development Group plc
|
Via FTI
Consulting
|
FTI
Consulting
Nick Hasell
Alex Le May
|
+44 (0) 20
3727 1340
|
Strand Hanson Limited
(Financial and Nominated
Adviser)
James Dance
Richard Johnson
Abigail Wennington
|
+44 (0) 20
7409 3494
|
Investec Bank plc
(Broker)
Gary Clarence
Harry Hargreaves
|
+44 (0) 20
7597 5970
|
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.
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 €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 €4.1m. In June 2023, an
additional €649,000 loan was provided and capitalised through the
issue of Synsion TopCo 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.
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).
1Earnings 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).
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.
2Earnings 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).
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
· 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.
Company Statement of Comprehensive Income
for
the year ended 30 November 2023
|
|
Year ended
30 November 2023
|
Year
ended
30 November 2022
|
|
Note
|
£'000
|
£'000
|
(Loss)/gain on investments measured
at fair value through profit or loss -
|
10
|
(10,856)
|
1,993
|
Interest income
|
4
|
1,317
|
-
|
Other (loss)/income
|
13
|
(173)
|
173
|
Net
finance (cost)/income
|
|
(9,712)
|
2,166
|
|
|
|
|
Administrative expenses
|
|
(974)
|
(1,017)
|
Total administrative expenses
|
|
(974)
|
(1,017)
|
|
|
|
|
(Loss)/profit before tax
|
|
(10,686)
|
1,149
|
|
|
|
|
Income tax credit
|
7
|
566
|
-
|
|
|
|
|
(Loss)/profit and total comprehensive (loss)/income for the
year
|
|
(10,120)
|
1,149
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
Basic
|
9
|
(1.8p)
|
0.2p
|
Diluted
|
9
|
(1.8p)
|
0.2p
|
The accompanying notes form part of
the financial statements.
Company Statement of Financial Position
as
at 30 November 2023
|
|
30 November
2023
|
30
November 2022
|
|
Note
|
£'000
|
£'000
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Investments at fair value through
profit or loss
|
10
|
55,392
|
34,338
|
|
|
55,392
|
34,338
|
Current assets
|
|
|
|
Other receivables
|
11
|
297
|
179
|
Deferred tax asset
|
7
|
566
|
-
|
Cash and cash equivalents
|
11
|
42,644
|
79,064
|
Amounts owed from related
undertakings
|
|
-
|
173
|
|
|
43,507
|
79,416
|
Total assets
|
|
98,899
|
113,754
|
Current liabilities
|
|
|
|
Amounts owed to Company and related
undertakings
|
11
|
(35)
|
(652)
|
Other payables
|
11
|
(351)
|
(404)
|
|
|
(386)
|
(1,056)
|
Total liabilities
|
|
(386)
|
(1,056)
|
Net
assets
|
|
98,513
|
112,698
|
|
|
|
|
Equity
|
|
|
|
Called up share capital
|
12
|
5,331
|
5,618
|
Own shares
|
12
|
-
|
(11)
|
Retained earnings
|
12
|
93,182
|
107,091
|
Total shareholders' funds
|
|
98,513
|
112,698
|
|
|
|
|
The accompanying notes form part of
the financial statements.
The Company Financial Statements on
pages 24 to 35 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
Company Statement of Changes in Equity
for
the year ended 30 November 2023
|
Share
capital
|
Share
premium
|
Own shares
|
Retained
earnings
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 1 December 2021
|
7,022
|
157,476
|
(857)
|
(29,697)
|
133,944
|
Profit for the year
|
-
|
-
|
-
|
1,149
|
1,149
|
Share premium reduction
|
-
|
(157,476)
|
-
|
-
|
(157,476)
|
Transfer to retained
earnings
|
-
|
-
|
-
|
157,476
|
157,476
|
Share repurchase (note
12)
|
(1,404)
|
-
|
-
|
(21,046)
|
(22,450)
|
Disposal/cancellation of own shares
(note 12)
|
-
|
-
|
846
|
(791)
|
55
|
Balance at 30 November 2022
|
5,618
|
-
|
(11)
|
107,091
|
112,698
|
Loss for the year
|
-
|
-
|
-
|
(10,120)
|
(10,120)
|
Disposal/cancellation of own shares
(note 12)
|
-
|
-
|
11
|
6
|
17
|
Share repurchase (note
12)
|
(287)
|
-
|
-
|
(3,795)
|
(4,082)
|
Balance at 30 November 2023
|
5,331
|
-
|
-
|
93,182
|
98,513
|
The accompanying notes form part of
the financial statements
Company Cash Flow Statement
for
the year ended 30 November 2023
|
|
Year ended
30 November 2023
|
Year
ended
30 November 2022
|
|
Note
|
£'000
|
£'000
|
Cash flows from operating activities
|
|
|
|
(Loss)/profit for the
year
|
|
(10,120)
|
1,149
|
Adjustments
for:
|
|
|
|
Loss/(gain) on investments measured
at fair value through profit or loss - net
|
10
|
10,856
|
(1,993)
|
Interest income
|
|
(1,317)
|
-
|
Income tax credit
|
7
|
(566)
|
-
|
Changes in:
|
|
|
|
Increase in other
receivables
|
11
|
(118)
|
(65)
|
(Decrease)/increase in other
payables
|
11
|
(53)
|
114
|
Net
outflow from operating activities
|
|
(1,318)
|
(795)
|
Cash flows from investing activities
|
|
|
|
Dividends received
|
10
|
-
|
2,873
|
Purchase of investment
|
10
|
(31,910)
|
(33,000)
|
Amounts owed from related
undertakings
|
11
|
173
|
(173)
|
Amounts owed to
subsidiary
|
11
|
(617)
|
652
|
Net
cash outflow from investing activities
|
|
(32,354)
|
(29,648)
|
Cash flows from financing activities
|
|
|
|
Share repurchase
|
12
|
(4,082)
|
(22,450)
|
Disposal/cancellation of own
shares
|
12
|
17
|
55
|
Interest income
|
|
1,317
|
-
|
Net
cash outflow from financing activities
|
|
(2,748)
|
(22,395)
|
Net
decrease in cash and cash equivalents
|
|
(36,420)
|
(52,838)
|
Cash and cash equivalents at the
start of the financial year
|
|
79,064
|
131,902
|
Cash and cash equivalents at the end of the financial
year
|
|
42,644
|
79,064
|
The accompanying notes form part of
the financial statements
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.
- 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).
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).
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:
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
(Loss)/profit before interest and
tax
|
|
(10,120)
|
1,149
|
Less: Interest income
|
|
(1,317)
|
-
|
Less: Income tax credit
|
|
(566)
|
-
|
Underlying EBIT
|
|
(12,003)
|
1,149
|
|
|
|
|
|
|
2023
|
2022
|
|
|
(in
thousands)
|
(in
thousands)
|
Weighted average number of Ordinary
Shares - Basic
|
|
552,189
|
606,921
|
Weighted average number of Ordinary
Shares - Diluted
|
|
552,189
|
606,921
|
|
|
|
|
Underlying Basic (loss)/earnings per share for total
operations
|
|
(2.3p)
|
0.2p
|
Underlying Diluted (loss)/earnings per share for total
operations
|
|
(2.3p)
|
0.2p
|
4. Interest Income
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:
|
|
|
|
2023
|
2022
|
|
|
|
|
£'000
|
£'000
|
Staff and Director costs for the Company during the
year
|
|
|
|
|
Wages and salaries
|
|
|
287
|
276
|
Social security costs
|
|
|
23
|
22
|
|
|
|
310
|
298
|
Average monthly number of employees and
Directors
|
|
|
|
|
Employees and Directors
|
|
|
|
4
|
4
|
A summary of Directors' remuneration
(key management personnel) is detailed below:
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
Emoluments, bonus and benefits in
kind
|
|
287
|
276
|
Total Directors' remuneration
|
|
287
|
276
|
Remuneration of the highest paid
Director is detailed below:
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
Emoluments, bonus and benefits in
kind
|
|
96
|
96
|
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:
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
Fees payable for the audit of the
Company's annual financial statements
|
82
|
66
|
Audit-related assurance
services
|
|
-
|
-
|
Total fees payable to Company's auditors
|
|
|
82
|
66
|
7. Income tax credit
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:
|
2023
|
2022
|
|
£'000
|
£'000
|
(Loss)/profit before tax
|
(10,686)
|
1,149
|
Expected tax (credit)/charge based
on an effective corporation tax rate of 23.01% (2022:
19%)
|
(2,459)
|
218
|
Effect of expenses not deductible in
determining taxable profit
|
2,516
|
52
|
Effect of income not taxable in
determining taxable profit
|
(45)
|
(378)
|
Movement of tax losses for which no
deferred tax asset has been recognised
|
(578)
|
108
|
Income tax credit
|
(566)
|
-
|
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.
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
(Loss)/profit attributed to equity
shareholders
|
|
(10,120)
|
1,149
|
|
|
|
|
|
|
2023
|
2022
|
|
|
(in
thousands)
|
(in
thousands)
|
Weighted average number of Ordinary
Shares - Basic
|
|
552,189
|
606,921
|
Weighted average number of Ordinary
Shares - Diluted
|
|
552,189
|
606,921
|
|
|
|
|
Basic (loss)/earnings per share for
total operations
|
|
(1.8p)
|
0.2p
|
Diluted (loss)/earnings per share
for total operations
|
|
(1.8p)
|
0.2p
|
10. Investments at fair value through profit or
loss
|
At 1 December
2022
|
Additions during the
year
|
Change in fair
value
|
Dividends
|
Total
investments
|
Fair value
level
|
|
|
2023
|
2023
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Fixtaia Limited
|
34,338
|
31,910
|
(10,856)
|
-
|
55,392
|
3
|
|
At 1 December
2021
|
Additions during the
year
|
Change in fair
value
|
Dividends
|
Total
investments
|
Fair value
level
|
|
|
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.
11. Financial assets and
liabilities
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
Financial assets at fair value through the profit or
loss
|
|
|
|
|
Investments (see note 9)
|
|
|
55,392
|
34,338
|
Financial assets at amortised cost
|
|
|
|
|
Amounts owed by related undertakings
(see note 12)
|
|
|
-
|
173
|
Other receivables
|
|
|
297
|
179
|
Total financial assets
|
|
|
55,689
|
34,690
|
Financial liabilities at amortised cost
|
|
|
|
|
Amounts owed to related undertakings
(see note 12)
|
|
|
(35)
|
(652)
|
Other payables
|
|
|
(351)
|
(404)
|
Total financial liabilities
|
|
|
(386)
|
(1,056)
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
42,644
|
79,064
|
Net
funds
|
|
|
42,644
|
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.
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
|
No of
shares
|
Called up share
capital
|
|
'000
|
£'000
|
Ordinary shares of 1p each in issue
at 30 November 2022
|
561,765
|
5,618
|
Ordinary shares of 1p each in
issue at 30 November 2023
|
533,087
|
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 related
parties
|
Amounts owed by related
parties
|
Amounts owed to related
parties
|
|
2023
£'000
|
2022
£'000
|
2023
£'000
|
2022
£'000
|
2023
£'000
|
2022
£'000
|
|
|
|
|
|
|
|
Related party
|
|
|
|
|
|
|
DBAY Advisors Limited
|
(208)
|
161
|
-
|
173
|
(35)
|
-
|
|
Transactions with group
undertakings
|
Amounts owed by group
undertakings
|
Amounts owed to group
undertakings
|
|
2023
£'000
|
2022
£'000
|
2023
£'000
|
2022
£'000
|
2023
£'000
|
2022
£'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.
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.
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 identified on page 8
|
EPS
|
Earnings per share
|
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 4 and 5
|
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
|
Sectors