Urban Logistics Announces Internalisation of Management Structure

3 min read | March 07, 2025 07:20 AM GMT | By Team Kalkine Media

Highlights

  • Leadership Transition: Richard Moffitt to become CEO, with Justin Upton and Jamie Waldegrave joining as CIO and CFO, respectively.

  • Cost Savings & Earnings Boost: Estimated annual operating cost reduction of £1.4 million and enhanced EPRA earnings.

  • Increased Shareholder Alignment: Management’s compensation tied to share price performance, driving long-term value creation.

Urban Logistics (LSE:SHED) has announced an agreement to internalize its management structure through the acquisition of Logistics Asset Management LLP ("LAM"), the company’s current investment adviser. The decision follows detailed discussions with LAM and an extensive consultation process with shareholders throughout late 2024 and early 2025.

Key Details of the Internalisation Proposal

Under the proposed agreement, Urban Logistics will bring its management team in-house, with several key leadership changes:

  • Richard Moffitt will become Chief Executive Officer.

  • Justin Upton will assume the role of Chief Investment Officer.

  • Jamie Waldegrave will join as Chief Financial Officer.

The internalisation will involve an initial consideration of £6.8 million, payable in Urban Logistics shares at a price of 114.3 pence per share upon completion. Additionally, contingent consideration of up to £5.6 million will be awarded, depending on the company’s average share price over the three months leading to the first anniversary of the transaction:

  • 20% of the contingent consideration vests if the average share price reaches 130 pence.

  • 100% of the contingent consideration vests at an average share price of 158 pence.

  • If the share price remains below 130 pence, no contingent consideration will be paid.

All shares issued as part of the consideration will be subject to a 2-year minimum holding period.

Expected Benefits of the Internalisation

The internalisation is projected to deliver several key benefits to Urban Logistics and its shareholders:

  • Lower Operating Costs: The Company anticipates a reduction in annual operating expenses of approximately £1.4 million.

  • Enhanced Earnings: The move is expected to enhance EPRA earnings, improving the company’s financial performance.

  • Continuity of Expertise: Shareholders will continue to benefit from LAM’s proven track record and sector-specific expertise.

  • Broader Investor Appeal: Upon completion, Urban Logistics plans to transfer its listing to the "equity shares (commercial company)" category, potentially attracting a wider investor base.

  • Stronger Shareholder Alignment: By linking part of management’s compensation to the company’s share price, the proposal strengthens the alignment of interests between executives and shareholders.

Next Steps

The Board will now formally commence the consultation process, with the goal of completing the internalisation and transitioning to an internal management structure.


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