DBAY Advisors Limited, the investment manager of Logistics Development Group plc (LDG), has published revised terms for a possible takeover offer for LDG's entire issued and to be issued share capital on 5 November 2026. The revised indicative proposal comprises 20 pence in cash plus 5 pence in principal amount of non-convertible payment-in-kind loan notes per share, with accepting shareholders potentially receiving up to 25 pence per share in cash if a redemption mechanism is triggered. The announcement is made under Rule 2.4 of the City Code on Takeovers and Mergers and does not constitute a firm intention to make an offer.

Key Points

  • Logistics Development Group plc (LDG) — DBAY Advisors Limited is the company's investment manager and holds approximately 27.2% of LDG's issued ordinary share capital, rising to 35.3% when concert parties are included
  • DBAY has revised its possible cash offer to 20 pence per share plus 5 pence in PIK Loan Notes, potentially totalling 25 pence per share in cash under a redemption mechanism
  • The cash portion values LDG's issued ordinary shares at approximately £82.8 million; the combined cash and PIK Loan Note value is approximately £103.5 million
  • Investors should watch whether DBAY announces a firm intention to make an offer or withdraws, with the Code deadline having fallen on 5 November 2026

DBAY's Revised Proposal: 20p Cash Plus 5p PIK Loan Notes Per LDG Share

The revised indicative proposal puts 20 pence in cash and 5 pence in principal amount of non-convertible payment-in-kind loan notes into the hands of each accepting LDG shareholder per share held. The PIK Loan Notes would accrue interest at 10 per cent per annum, compounded and capitalised quarterly, and would carry a maturity date of no later than five years from the date of issue. The notes would be unsecured, would not be admitted to trading, and would only be transferable with DBAY's prior consent, factors that investors may consider when assessing the proposal's overall attractiveness.

Cash Redemption Mechanism Could Deliver Up to 25p Per Share to Accepting Shareholders

A Cash Redemption Mechanism forms a key feature of the revised proposal. Should valid acceptances fall below 90 per cent of the shares to which the offer relates at closing, DBAY would redeem the PIK Loan Notes for cash on a pro-rata basis within 60 days of the offer closing as to acceptances, subject to a cap equal to the total cash consideration. If all outstanding PIK Loan Notes are redeemed, accepting shareholders could receive up to a maximum of 25 pence per share in cash. The mechanism would not apply if the offer attracts 90 per cent or more acceptances or is effected via a scheme of arrangement.

Premia to LDG's Historical Share Price and Background to the Offer

The cash portion of 20 pence per share represents a premium of 5.3 per cent to the closing price of 19 pence on 7 October 2026, the last trading day before the offer period commenced, and a premium of 42.9 per cent to the 14 pence closing price on 25 June 2026, the day before DBAY's initial approach letter. The combined cash and PIK Loan Note value of 25 pence per share represents a premium of 31.6 per cent to the 7 October 2026 closing price. As at 31 December 2025, LDG held cash and cash equivalents of £2.2 million, which the announcement states limited the company's ability to undertake further capital returns independently.

Independent LDG Directors Previously Rejected 20p Cash-Only Proposal; No Firm Offer Yet Made

LDG's independent directors unanimously rejected DBAY's earlier proposal of 20 pence per share in cash on 8 October 2026, stating that the terms were not at a level they were minded to support. The revised structure now incorporates the PIK Loan Notes alongside the same cash component in an attempt to address the value gap. No firm intention to make an offer under Rule 2.7 of the Code had been announced as of the date of this update, and the announcement explicitly states there can be no certainty that any offer will be made. Investec Bank plc is acting as financial adviser to DBAY.