Logistics Dev Regulatory News (LDG)

9 February 2023

Logistics Development Group plc

("LDG" or the "Company")

Further re Synsion Investment

On 1 December 2022, LDG notified an investment of €18.5m (c.£15.9m) into Synsion TopCo Ltd ("Synsion Topco"), the private holding company of a group of companies (the "Synsion Group") formed by DBAY Advisors Limited ("DBAY"), the Company's investment manager, specifically to invest in SQLI S.A. (ENXTPA:SQI) ("SQLI") (the "Investment"), a leading pan-European digital transformation business. The Investment has been utilised by the Synsion Group to acquire an additional stake in SQLI at €44.25 per share and has increased the Synsion Group's holding in SQLI by 9% to 81.3%.

LDG's investment into Synsion Topco was initially made by way of an €‎18.5m loan, which is being converted into an approximate 11.1% equity interest in Synsion Topco (the "LDG Interest"),. Subsequent to the above additional purchase of SQLI shares, the Synsion Group has drawn on available debt funding, as a result of which the implied equity value of the LDG Interest has been revalued at c.€14.4m.

Consequently, under the terms of an agreement between Fixtaia Limited (a wholly-owned subsidiary of LDG) and Synsion Topco (the "Agreement"), Synsion TopCo shall capitalise the LDG loan in return for the issue of the LDG Interest and make payment, in cash, of c.€4.1m to LDG.

Related Party Transaction

Synsion Topco is an associate of DBAY Advisors Ltd ("DBAY"), which, as LDG's investment manager and 25.58% shareholder, is a Related Party to LDG. Accordingly, the Agreement is being treated as a Related Party Transaction pursuant to AIM Rule 13 and the independent directors (being the LDG directors excluding Peter Nixon, who is a DBAY appointee), having consulted with Strand Hanson as the Company's nominated adviser, consider the terms of the Agreement to be fair and reasonable insofar as the shareholders are concerned.

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