Statement re possible offer
Logistics Development Group plc (LDG) announced that its Independent Directors have unanimously rejected a revised preliminary proposal from DBAY Advisors Limited to acquire the entire issued and to be issued ordinary share capital of LDG not already owned by DBAY. The revised proposal offered 20 pence in cash per LDG share, an increase from the initial 19 pence per share offer received on 26 June 2026. LDG's Independent Directors, after consulting with advisers and a major independent shareholder, concluded that the revised offer was not at a level they were minded to support. DBAY has until 5:00 p.m. on 5 November 2026 to announce a firm intention to make an offer or state that it does not intend to make an offer. As of 7 October 2026, LDG had 413,824,079 ordinary shares of £0.01 each in issue.
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The board of LDG (the “Board”) notifies that on 26 June 2026, the Independent Directors (being all directors of LDG save for Colin Kingsnorth, who is deemed to be acting in concert with DBAY Advisors Limited (“DBAY”)) received an unsolicited, preliminary, indicative and conditional proposal from DBAY to acquire the entire issued and to be issued ordinary share capital of LDG not already owned by DBAY (the “Proposal”). Under the terms of the Proposal, for each LDG share, LDG shareholders would receive 19 pence in cash.
On 1 October 2026, the Independent Directors of LDG received a draft revised proposal from DBAY increasing the proposed offer for each LDG share to a price of 20 pence in cash (the “Draft Revised Proposal”).
The Independent Directors have carefully considered DBAY’s proposals with LDG’s advisers and, having consulted with LDG’s major independent shareholder and having regard to LDG’s current share price, have concluded that the Draft Revised Proposal is not at a level that the Independent Directors are minded be support. Accordingly, the Independent Directors have unanimously rejected DBAY’s possible offer.
In accordance with Rule 2.6(a) of the Code, DBAY is required, by not later than 5.00 p.m. on 5 November 2026, to either announce a firm intention to make an offer for LDG in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
A further announcement will be made if and when appropriate.
For the purpose of Rule 2.5(a) of the Code, this announcement has been made by LDG without the prior agreement or approval of DBAY.
Enquiries: Logistics Development Group plc via Strand Hanson Limited Strand Hanson Limited (Financial and Nominated Adviser) +44 (0) 20 7409 3494 James Dance, Richard Johnson, Abigail Wennington
Strand Hanson Limited is acting as financial adviser to LDG and Fladgate LLP is acting as legal adviser to LDG.
Additional information
Rule 2.9 disclosure
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.