DX (Group) plc ("DX") is an independent mail, parcels and logistics end to end network operator in the UK and Ireland (Eire) established in 1975, delivering approximately 170 million items in 2013. DX provides next day delivery services for mail, parcels and 2-Man deliveries to business and residential addresses nationwide, for both public and private sector companies. In particular, DX specialises in next day or scheduled delivery of time sensitive, mission critical and high value items for B2B and B2C customers. In March 2012, DX acquired Nightfreight, subsequently named DX Freight, a specialist in the field of irregular dimension and weight freight in the UK B2B and B2C markets with over 7 million deliveries per annum.


IPO Date - 27/02/2014
DX.:LSE is traded on the London Stock Exchange Alternative Investment Market (Aim)

https://www.thedx.co.uk/

Resumption of Trading in DX Ordinary Shares

DX announces that the resumption of trading in the Company's Ordinary Shares of £0.01 each ("the Shares") will take effect from 07:30 today, 21 August 2017. The suspension of the Shares followed a request from DX pending the outcome of discussions with the Board of John Menzies plc to combine DX with John Menzies' Distribution division in a transaction that would have represented a reverse takeover by DX under the AIM Rules (the "Transaction").

Following the announcement of 14 August, reporting that discussions had concluded without suitable terms for both sides being agreed, the DX Board is now pursuing business transformation on a stand-alone basis. As stated in the announcement, this approach has the support of both DX's major shareholder and its bankers, and discussions on financing options continue.

The Company's full year results for the year ended 30 June 2017 are currently expected to be announced in early Q4. They will include the aborted costs of the Transaction and certain other expected non-recurring exceptional items, principally a non-cash goodwill impairment following a review in accordance with the requirement of IAS 36 'Impairment of assets'.

The Company continues its discussions with Ron Series on his anticipated appointment as Chairman and it is expected that this appointment will be confirmed in the near term. The appointments to the board of Messrs Black, Dunn and Goodson are expected to follow shortly after that of Ron Series. Further announcements will made in due course as appropriate.

Financing Update, Property Disposal, Gatemore Loan

X announces that it has exchanged contracts with ChanceryGate (Livingston) Limited to sell and leaseback certain freehold properties (the "Properties") for an aggregate cash consideration of £4.5m (the "Property Transaction"). At the same time, the Company has entered into an unsecured loan agreement with GCM Partners II, a fund controlled by its major shareholder Gatemore Capital Management LLP ("Gatemore"), for a loan to the Company of £2.0m (the "Gatemore Loan").

As previously announced, the Company has been in discussions with Gatemore and HSBC, its bankers, with regards to financing options for the Company's standalone transformation strategy. The proceeds of the Property Transaction and the Gatemore Loan will be used principally to repay the Company's term loan with HSBC, which is the first step of an essential comprehensive refinancing of the Company. The Company is currently in close and constructive discussions with certain key shareholders regarding this broader refinancing. This is necessary because the Board has identified a near term material funding requirement, over and above the Company's existing resources, to address a working capital shortfall, caused by the Company's recently reduced levels of profitability, and to provide funds for the planned investment into improving the financial performance of the DX business.

A further announcement on financing will be made within coming weeks.

Details of the Property Transaction

The Properties subject to the sale and leaseback transaction comprise the Company's sites at Thatcham, Basildon, Rotherham, Northampton (Kyoto Close) and Nottingham (Woolsthorpe Close). The aggregate sale proceeds are £4.5m and the Properties have an aggregate book value of £5.0m. The lease terms for the Properties provide for an aggregate rent of c£450k per annum with lease terms of between 2 and 10 years.

Completion of the Property Transaction is expected on 29 September 2017.

Details of the Gatemore Loan and related party transaction

The Gatemore Loan is an unsecured £2.0 million bullet loan with simple interest of 10% per annum rolling up from date of advance, which is expected to be 29 September 2017. Repayment of the loan is due by 30 November 2017, with no early repayment penalties.

The Board had initially included the freight and logistics hub at Willenhall (the "Willenhall Hub") in the portfolio for sale but, following discussions with the proposed directors, management and other stakeholders, it was considered that the Willenhall Hub was a site of potential strategic value to the Company and it would be beneficial to retain the flexibility of continuing to hold the freehold. Gatemore, as a key supporter of the Company's transformation strategy, has agreed to provide the Gatemore Loan, which facilitates the repayment of the Company's term loan with HSBC (described below).

Gatemore, as a substantial shareholder of the Company, is a related party and therefore the Gatemore Loan constitutes a "related party transaction" under the AIM Rules.

The Directors of the Company consider, having consulted with the Company's nominated adviser, Zeus Capital, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Use of Proceeds

The proceeds of the Property Transaction and the Gatemore Loan will be used to repay the Company's c£5.8m term loan with HSBC, with the balance used for working capital purposes. The repayment of the term loan is part of DX's continuing discussions with HSBC regarding extending the term of its invoice discounting facility and the wider financing of its business.

Bob Holt, Chairman, DX (Group) plc, commented:

"We welcome the support of our shareholder, Gatemore, alongside that of our bank, HSBC, as we proceed with our standalone transformation strategy, and will provide a further update on the Company's financing arrangements within coming weeks."
Liad Meidar, CIO and Managing Partner of Gatemore Capital Management:

"The Gatemore loan has enabled the Company to pay down HSBC's term loan while retaining the freight hub in Willenhall. This gives the Company greater financial and operational flexibility, setting the stage for the refinancing. We expect to roll our loan shortly into the new financing, positioning DX with a healthy balance sheet and a new start under proven leadership."

The information communicated in this announcement is inside information for the purposes of Article 7 of Market Abuse Regulation No. 596/2014


Enquiries

£24.0m Fundraising, CEO Appointment and Proposed Board Changes

Fundraising

· DX is pleased to announce that it has reached agreement on legally binding heads of terms for a £24.0m fundraising (the "Fundraising"), following the announcement regarding its funding requirements on 22 September 2017

· The Fundraising is time critical to address the short term cash position of the Company which has become weak reflecting the previously announced challenges in the business that have impacted profitability and cash generation

· The Fundraising is to be in the form of secured loan notes with conditional conversion rights (the "Loan Notes"):
− Tranche 1 of £16.3m - to be issued principally to GCM Partners II LP ("Gatemore") and the Proposed Directors
− Tranche 2 of £7.7m - to be issued principally to Hargreave Hale Limited acting as investment manager for Marlborough Special Situations Fund ("Hargreave Hale"), conditional on shareholder approval of conversion rights

· Subject to receiving the requisite shareholder approvals, these convertible Loan Notes will be capable of conversion at 10 pence per new DX share, which represents a premium of c.28 per cent. to the average closing price of DX ordinary shares over the 20 trading days immediately prior to the date of this announcement

· The Board considers that a fundraising by way of Loan Notes with conditional conversion rights is the most appropriate route for the Company to raise the capital it needs in the timescale available

· Refinancing of £2.0m unsecured term loan from Gatemore is included in the aggregate issue

· The principal amount of Tranche 2 may be extended by up to £2.0m, following the completion of the £7.7m subscription but before 30 June 2018, and only on application of the Company and the agreement of a 75 per cent. majority, in value, of the Lenders. Such additional Tranche 2 Loan Notes would be offered pro-rata to all Tranche 1 and Tranche 2 Lenders

· The net proceeds of the Fundraising will be used to address the working capital shortfall, and capital expenditure and restructuring costs

Board Changes

· Lloyd Dunn is appointed as CEO with immediate effect, initially a non-Board position

· Ron Series, Lloyd Dunn, Russell Black and Paul Goodson (the "Proposed Directors") are to be appointed to the Board as Chairman, CEO and Non-executive Directors, respectively, on completion of Tranche 1, with the announcement of final results for the year to 30 June 2017

· The Proposed Directors are subscribing for £5.25m of Tranche 1 Loan Notes

· The Proposed Directors bring significant collective experience in managing and improving the performance of freight operations, which is central to the proposed turnaround of DX's performance

more.....

Preliminary Results

FINANCIAL

· Revenue of £291.9m (2016: £287.9m)

· EBITDA1 of £7.2m (2016: £18.0m)

· Adjusted2 profit before tax and exceptional items of £nil (2016: £11.5m)

· Exceptional (non-recurring) items of £80.7m (2016: £92.1 million) - includes goodwill impairment of £72.4m (2016: £88.4m) and other one-off items relating principally to property dilapidation provisions, restructuring and professional costs, and senior management departures

· Reported loss before tax of £82.3m (2016: £82.7m)

· Adjusted2 EPS of 0.1p (2016: 4.9p) / Reported loss per share of 40.3p (2016: LPS of 42.1p)

· Debt (net of cash) at 30 June 2017 of £19.1m (2016: £9.8m)

· New financing agreement - see below

1 Earnings before interest, depreciation, amortisation and exceptional items

2 Adjusted profit before tax and adjusted EPS exclude amortisation of 'other intangibles' and exceptional items.



OPERATIONAL

· Focus on addressing operational and financial underperformance with a wide-ranging review of the Group's operations

· Attrition at DX Exchange declined year-on-year and was within expected levels

· Overall new business was 20% higher year-on-year

o major new contracts signed with Avon and IKEA3

· Successfully retained contract with the Home Office

· Industry wide shortage of CPC-qualified drivers remains a pressure

o mitigating initiatives continue

3 Additional IKEA revenue was won in the year and a major new contract was signed in September 2017



POST PERIOD

· New leadership team appointed - Ron Series as Chairman and Lloyd Dunn as CEO

o Russell Black and Paul Goodson join as Non-executive Directors

o all Board changes take effect from 19 October 2017

· New financing provides for a fundraising of £24 million (gross) via secured Loan Notes, with conversion rights, subject to shareholder approval

o supported by investors, including Gatemore Capital and Hargreave Hale, and the new leadership team

o net proceeds will be used to address a working capital shortfall, capital expenditure and restructuring costs

· Firm foundations are in place for the Group's turnaround

Board Changes

DX, the independent parcels, mail and logistics operator, is pleased to confirm that the proposed changes to the composition of its Board of Directors, as reported on 9 October 2017, have come into effect.

Ron Series has assumed the role of Chairman from Bob Holt, who is retiring from the Company. Lloyd Dunn, who became Chief Executive Officer in a non-Board capacity on 9 October, now joins the Board, and Russell Black and Paul Goodson both join the Board as Non-executive Directors. Paul Murray is retiring as a Non-executive Director although will remain with the Company in a consultancy role over a three month period. Ian Gray continues in his role as a Non-executive Director until the Company's AGM in 2018.

Trading Update

DX, the provider of delivery solutions, including parcel freight, secure, courier and logistics services, announces the following update on trading for the financial year ended 30 June 2018 ("FY2018").

The Board is pleased to report that the Group's turnaround, which commenced at the start of 2018, is progressing steadily, and that both the DX Freight and DX Express divisions have delivered in line with management expectations in the second half. The Directors therefore expect the Group to meet market expectations for FY2018, which includes an underlying loss for the year. Net debt at 30 June 2018 is expected to be approximately £1.1m (30 June 2017: £19.1m), which is better than previously anticipated, and reflects improved working capital management.

As planned, turnaround initiatives in the period have been more focused on DX Freight, and net new business at DX Freight, which includes the Group's irregular dimensions and weight ("IDW") and logistics activities, has been encouraging and continues to gather momentum.

DX Express, which includes DX Exchange, Secure and Courier services, continues to develop its plan to separate DX Exchange from the Secure and Courier operations. In addition, the Group has enhanced the senior management capability within DX Exchange and strengthened the DX Express sales team.

The Board believes that the Group remains well positioned to make further progress against its Turnaround Plans as previously announced on 29 March 2018, and will provide a further update on trading with the announcement of full year results, expected in early October 2018.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via regulatory news service this inside information is now considered to be in the public domain.

Reduction in net debt is impressive.