Schedule One - Eddie Stobart Logistics plc | RNS | Ticker

Schedule One - Eddie Stobart Logistics plc

RNS Announcement

RNS Number : 5832I

AIM

14 December 2020

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

EDDIE STOBART LOGISTICS PLC (EXPECTED TO BE RENAMED 'LOGISTICS DEVELOPMENT GROUP PLC' SHORTLY AFTER RE-ADMISSION) (THE "COMPANY")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

STRETTON GREEN DISTRIBUTION PARK, LANGFORD WAY, APPLETON, WARRINGTON, WA4 4TQ

COUNTRY OF INCORPORATION:

ENGLAND & WALES

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Https://eddiestobart.com/investors-2020/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

INVESTING POLICY:

THE COMPANY WILL SEEK TO ACHIEVE ITS INVESTMENT OBJECTIVE BY MAKING INVESTMENTS WITHIN THE FOLLOWING PARAMETERS:

· SECTORS: LOGISTICS, TRANSPORT, WAREHOUSING AND E-FULFILMENT ASSETS

· SIZE: SMALL TO TRANSFORMATIONAL

· TYPE: STAND-ALONE, OR ADD-ON FOR EXISTING ASSETS

· GEOGRAPHY: UK-FOCUSED BUT ALSO CONTINENTAL EUROPE

· CHARACTERISTICS: SCOPE FOR SUBSTANTIAL OPERATIONAL IMPROVEMENTS OR VALUE CREATION; HIGH GROWTH MARKETS; AND OFFERING SYNERGIES WITH THE EXISTING PORTFOLIO

· OWNERSHIP: CONTROLLING STAKES, OR MINORITY STAKES WITH THE ABILITY TO EFFECT CHANGE THROUGH ACTIVE MANAGEMENT

· HOLD PERIOD: 2-5 YEARS TARGETED

· CONCENTRATION: RELATIVELY CONCENTRATED PORTFOLIO EXPECTED, WITH IN EXCESS OF 50% OF THE PORTFOLIO EXPOSED TO ONE ASSET INITIALLY

· MARKET: PRIVATE OR PUBLIC

· LEVERAGE: PRIVATE EQUITY STYLE FUNDING STRUCTURES WITH ANTICIPATED NET FINANCIAL DEBT LEVELS OF 3-5X EBITDA

· RESTRICTIONS: NO ASSETS OR BUSINESSES WHICH DO NOT SUFFICIENTLY MEET THE CRITERIA DETAILED ABOVE, OR WHERE EQUITY RETURNS ARE PRIMARILY DRIVEN BY HIGH LEVELS OF FINANCIAL LEVERAGE OR FUNDAMENTAL STRATEGIC CHANGE

WHILE THE COMPANY CURRENTLY HOLDS A 49% HOLDING IN GREENWHITESTAR ACQUISITIONS LIMITED, THE HOLDING COMPANY FOR A GROUP OF BUSINESSES INCLUDING EDDIE STOBART LIMITED, IFORCE GROUP LIMITED, THE LOGISTICS PEOPLE BUSINESS AND THE PALLET NETWORK GROUP LIMITED, FURTHER INVESTMENT IS REQUIRED FOR THE INVESTING POLICY TO BE DEEMED TO HAVE BEEN SUBSTANTIALLY IMPLEMENTED.

ANY MATERIAL CHANGES TO THE INVESTING POLICY WOULD BE SUBJECT TO SHAREHOLDER APPROVAL.

RE-ADMISSION IN CONNECTION WITH CONVERSION TO AN INVESTING COMPANY PURSUANT TO RULES 15 AND 8 OF THE AIM RULES FOR COMPANIES.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

UP TO 702,205,900 ORDINARY SHARES OF £0.01 EACH ("ORDINARY SHARES"), COMPRISING:

379,347,372 EXISTING ORDINARY SHARES;

180,000,000 NEW ORDINARY SHARES PURSUANT TO THE PLACING AND SUBSCRIPTION FOR CASH;

2,500,000 NEW ORDINARY SHARES ISSUED AS FEES; AND

UP TO 140,358,528 NEW ORDINARY SHARES PURSUANT TO THE OPEN OFFER.

THERE WILL BE NO ORDINARY SHARES HELD IN TREASURY AND NO RESTRICTIONS ON THE TRANSFER OF THE SECURITIES.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

GROSS CAPITAL RAISED ON ADMISSION - UP TO £16.0 MILLION, OF WHICH £9.0 MILLION IS PURSUANT TO PLACING AND SUBSCRIPTION, AND OF WHICH UP TO A FURTHER £7.0 MILLION IS PURSUANT TO THE OPEN OFFER.

ANTICIPATED MARKET CAPITALISATION AT PLACING PRICE - c.£35.1 MILLION

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

UP TO 39.0%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

NONE

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

ADRIAN JOHN REGINALD COLLINS - INDEPENDENT NON-EXECUTIVE CHAIRMAN

STEPHEN JOHN HARLEY - INDEPENDENT NON-EXECUTIVE DIRECTOR

SAKI BENJAMIN RIFFNER - NON-EXECUTIVE DIRECTOR

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

AS AT 8 DECEMBER 2020 BEING THE LAST PRACTICABLE DATE PRIOR TO PUBLICATION OF THIS ANNOUNCEMENT, THE COMPANY IS NOT AWARE OF ANY PERSON WHO HOLDS A BENEFICIAL INTEREST (DIRECT OR INDIRECT) IN 3% OR MORE OF THE ISSUED SHARE CAPITAL OR VOTING RIGHTS OF THE COMPANY:

NAME	ORDINARY SHARES HELD	PERCENTAGE OF EXISTING (%) ORDINARY SHARE CAPITAL
DBAY	102,804,300	27.10
STOBART GROUP LIMITED	44,694,812	11.78
INTERNATIONAL PRIVATE EQUITY FUND II LP	14,047,720	3.70

FOLLOWING ADMISSION, SO FAR AS IS KNOWN TO THE DIRECTORS HAVING MADE APPROPRIATE ENQUIRIES AND ASSUMING ONLY THE CONCERT PARTY TAKES UP ITS BASIC ENTITLEMENTS UNDER THE OPEN OFFER, IT IS EXPECTED THAT THE FOLLOWING PERSONS WILL HOLD A BENEFICIAL INTEREST (DIRECT OR INDIRECT) IN 3% OR MORE OF THE ISSUED SHARE CAPITAL OR VOTING RIGHTS OF THE COMPANY:

NAME	ORDINARY SHARES HELD	PERCENTAGE OF EXISTING (%) ORDINARY SHARE CAPITAL
DBAY	189,441,891	31.37
STOBART GROUP LIMITED	44,694,812	7.40
MULBERRY COMMERCIAL DEVELOPMENTS HOLDINGS LIMITED	20,000,000	3.31

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 NOVEMBER

(ii) UNAUDITED INTERIM FINANCIAL INFORMATION TO 31 MAY 2020 (INCORPORATED BY REFERENCE IN THE ADMISSION DOCUMENT)

(iii) ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2020 TO PUBLISHED BY 31 MAY 2021. HALF-YEAR REPORT FOR THE SIX MONTHS ENDED 31 MAY 2021 TO PUBLISHED BY 31 AUGUST 2021. ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2021 TO PUBLISHED BY 31 MAY 2022.

EXPECTED ADMISSION DATE:

31 DECEMBER 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

CENKOS SECURITIES

6.7.8 TOKENHOUSE YARD

LONDON EC2R 7AS

NAME AND ADDRESS OF BROKER:

CENKOS SECURITIES

6.7.8 TOKENHOUSE YARD

LONDON EC2R 7AS

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

THE ADMISSION DOCUMENT CONTAINING FULL DETAILS ABOUT THE COMPANY AND THE RE-ADMISSION OF ITS ORDINARY SHARES WILL BE AVAILABLE ON THE COMPANY'S WEBSITE: https://eddiestobart.com/investors-2020/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA

DATE OF NOTIFICATION:

14 DECEMBER 2020

NEW/ UPDATE:

NEW

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RNS metadata

Title: Schedule One - Eddie Stobart Logistics plc
Time: 13:00:05
Date: 14 Dec 2020
Category: Capital structure
ID: 5832I