DBAY Advisors has confirmed that that it is considering a possible offer for LDG’s entire issued and to be issued share capital.
DBAY is the investment manager of LDG, and holds LDG shares representing approximately 27.2 per cent. of LDG’s issued ordinary share capital and, as far as DBAY is aware, together with parties acting in concert with DBAY holds LDG shares representing 35.3 per cent. of LDG’s issued ordinary share capital.
Over recent years, there has been limited trading liquidity in LDG shares, with LDG’s prevailing share price representing a significant discount to the NAV per ordinary share of the Company.
DBAY understands that this has created challenges and frustrations for shareholders of LDG in realising value at a reasonable level. DBAY also believes this has also resulted in a lack of institutional appetite for the Company’s shares.
To seek to address these issues, DBAY supported the board of LDG in undertaking several capital returns in recent years, with the most recent return being announced by the Company in March 2025, pursuant to which the Company acquired, and subsequently cancelled, via tender offer approximately 21% of the Company’s issued share capital.
Despite this reduction in the Company’s issued share capital, following completion of the tender offer the issues set out above persisted, including the limited liquidity of the Company’s shares. As at 31 December 2025, the Company had cash and cash equivalents of £2.2 million, and accordingly was limited in its ability to undertake further capital returns for the benefit of LDG shareholders.
DBAY has had frequent engagement with the LDG board in relation to the matters highlighted above, with a view to finding potential solutions for those shareholders seeking liquidity for their LDG shareholding. In this context, and in the absence of LDG having its own capital to undertake further distributions, DBAY considered its ability to provide liquidity at an attractive level for those shareholders that would like to monetise their holdings in the Company.
As a result of these considerations, on 26 June 2026 DBAY submitted a letter to the Board of LDG regarding a possible cash offer at 19 pence per LDG share. Such proposal at 19 pence per share was not rejected by the LDG board at the time and, accordingly, DBAY then sought to finalise its financing arrangements in respect of a possible offer, and had regular, open and constructive engagement with the LDG board during this period.
Despite the significant progress achieved by DBAY as investment manager of LDG, as demonstrated by the recent improvement in LDG’s unaudited estimated net asset value ("NAV") per share as announced in LDG’s Portfolio NAV Update on 28 August 2026 and in LDG’s interim results for the six months ended 30 June 2026 on 29 September 2026, DBAY believes that several LDG shareholders remain frustrated by the Company’s share price performance, the ongoing observed discount to LDG’s NAV per share, and the lack of trading liquidity in the Company’s shares.
On 1 October 2026, following further discussions with potential providers of debt finance with a view to tabling an improved proposal, DBAY submitted a further letter to the LDG Board setting out a revised proposal regarding a possible cash offer at 20 pence per LDG share (the “Draft Revised Proposal”).
On 8 October 2026, the independent directors of LDG announced that, having carefully considered DBAY’s proposals with LDG’s advisers, consulted with LDG’s major independent shareholder and having regard to LDG’s current share price, they had concluded that the Draft Revised Proposal was not at a level that the Independent Directors were minded to support.
Accordingly, the independent directors of LDG confirmed their unanimous rejection of DBAY’s possible offer on the terms indicated.
DBAY has now announced that it is considering a possible contractual offer for LDG’s entire issued and to be issued share capital pursuant to which each LDG shareholder would be entitled to receive:
For each LDG share: 20 pence in cash and 5 pence in principal amount of non-convertible payment-in-kind loan notes…
At the time of writing, it is believed that DBAY and LDG and other related parties own a significant amount of stock in WS Holdco – the holding company behind WS Transportation run by William Stobart