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FINAL RESULTS FOR THE 13 MONTH PERIOD TO 31 DECEMBER 2024

LDG plc

(“LDG” or the “Company”)

Final Results for the 13 Month period to 31 December 2024

LDG plc, the AIM listed investing company, announces its audited final results for the 13 month period to 31 December 2024.

13 month period to 31 December 2024 Results Summary

  • For the 13 month period to 31 December 2024 the Company’s underlying EBIT1 in the year was a profit of £18.4m (2023: loss of £12.0m) and statutory profit before tax was £19.8m (2023: loss before tax of £10.7m).
  • On 19 December 2023, the Company sold its entire investment holding in Trifast plc (AIM:TRI LN) 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. The Board announced, on 23 December 2024, that the Nash Squared group had completed the disposal of its NashTech division. The sale realised a cash distribution to the Group of c.£13.1m and generating a net IRR of c. 36% over the holding period.
  • During the financial year, LDG made partial divestments of its holding in 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 more than 1,100 people in 28 locations over 3 continents. In July 2024, LDG sold its remaining holding, making an overall realised gain of £0.6m on these disposals.
  • A second buyback (“Second Buyback”) of ordinary shares in its own capital (“Ordinary Shares”), as announced on 4 April 2023, concluded on 9 May 2024 and was not renewed at the AGM of the Company held that day. Under the Second Buyback, the Company acquired (and subsequently cancelled) an aggregate 37,414,326 ordinary Shares at an average price of 13.645 pence per share.
  • On 13 August 2024, it was announced by the Company that, following completion of the Second Buyback, trading in the Company’s Ordinary Shares had returned to a level which represented a significant discount to the Company’s unaudited and estimated net asset value (“NAV”) of 18.89p per ordinary share as at 31 May 2024. It was subsequently announced by the Company that it intended to seek shareholder approval to acquire up to a further 15% of the voting share capital. The general meeting to approve a general authority for on-market share purchases (“Proposed Share Buyback”) and approve a waiver of Rule 9 of the City Code (“Waiver”) was held on 4 September 2024. As a result of the Waiver resolution not passing at the general meeting, the Company did not implement the Proposed Share Buyback as contemplated in the circular to shareholders dated 13 August 2024.
  • On 4 September 2024, LDG announced it had received a requisition notice (the “Requisition Notice”) from Huntress (CI) Nominees Limited a/c KGRIG in respect of 35,972,566 Ordinary Shares, representing approximately 6.9% of LDG’s issued Ordinary Shares at that time. Due to certain resolutions in the Requisition Notice not being effective and compliant with LDG’s articles of association, only one resolution out of three, which proposed that an additional director be appointed to the board of LDG, was valid and effective to be put to shareholders. The board of LDG recommended that shareholders vote against this resolution. The Requisitioned General Meeting was held on 16 October 2024 at which the resolution to appoint the additional director was not carried by shareholders.
  • On 29 November 2024, the Company announced that the accounting reference date had changed from 30 November to 31 December. The new accounting reference date is now in line with the private investment funds of the Investment Manager and allows for more efficient reporting of financial performance. Consequently, this financial report covers the 13 month period to 31 December 2024.
  • On 24 December 2024, it was announced that the Board and DBAY Advisors Limited (“DBAY”) were reviewing the Company’s distribution policy. Since becoming an investing company in December 2020 and up until December 2024, LDG has distributed c. £27.0m to shareholders, primarily through share buyback mechanisms. The Board planned for a further distribution and announced it was contemplating a tender offer to return up to c. £21.0m to shareholders. It was proposed that the tender offer be effected at a price of 19 pence per share. Any tender offer would be subject to, inter alia, shareholder approval. The Board proposed a future plan to make additional distributions as investments are realised. These will be based on 50% of net cash profits realised from each asset sale, though timings will remain contingent on market conditions.
  • It was also confirmed in December 2024 that LDG intended to publish unaudited NAV estimates on a quarterly basis, with unaudited NAV estimates expected to be announced around two months after the relevant quarter end.

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