Category Archives: Regulatory News

Results of Annual General Meeting

Scholium Group plc 

(“Scholium Group” or the “Company”)

Results of Annual General Meeting 

 4 September 2015 

Scholium Group is pleased to announce that it held its Annual General Meeting for shareholders today at 10:30 a.m. in London. All resolutions proposed at the meeting were duly passed. 

For further information please visit www.scholiumgroup.com or contact: 

Scholium Group plc

Jasper Allen, Chairman

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Mark Leonard

+44 (020) 7220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (020) 7659 1234

AGM Notice & Posting of Results

Scholium Group plc 

(“Scholium Group” or the “Company”)

AGM Notice and posting of results

 16 July 2015

Scholium Group is pleased to announce that it has today posted copies of its Annual Report and Financial Statements for the year ended 31 March 2015 to its shareholders.  A notice convening the Company’s Annual General Meeting (AGM) was included.  The AGM will be held at 32 St. George Street, London W1S 2EA on Friday, 4 September 2015 at 10:30 a.m. 

A copy of the Annual Report and Financial Statements for the year ended 31 March 2015 as well as the Notice of the AGM is available on the Company’s website, www.scholiumgroup.com 

For further information please visit www.scholiumgroup.com or contact:

Scholium Group plc

Jasper Allen, Chairman

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Mark Leonard

+44 (020) 7220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (020) 7659 1234

Preliminary Results

Scholium Group plc 

(“Scholium”, the “Company” or, together with its subsidiaries, the “Group”)

Preliminary Results for the 12 months ended 31 March 2015

The board of Scholium, the fine art and collectibles trading company, presents its preliminary results for the 12 months ended 31 March 2015.

SUMMARY INFORMATION 

Shapero Rare Books, the main operating brand, trades in rare books and other works on paper from Mayfair and through international fine art fairs. It also trades in modern and contemporary prints through its subsidiary trading brand, Shapero Modern. 

The Group also trades alongside other third party dealers in the broader art and collectibles business via its brand, Scholium Trading.  

On 2 April 2015 the Group announced the sale of its South Kensington operations, South Kensington Books and the Ultimate Library. 

The Company’s shares are admitted to trading on AIM, a market operated and regulated by the London Stock Exchange. 

Operational Highlights in the year ending 31 March 2015

·   Building valuable stock in Shapero Rare Books following extensive buying programme and launch of Shapero Modern.

·   Challenging market conditions, particularly in Shapero Rare Books’ Russian and Eastern European department.

·   Scholium Trading – trading in the first year completed profitably – initially lower than expected margins, but faster stock turnover than expected.

 

Financial Highlights

31 March 2015

31 March 2014

Revenue from continuing operations 

£5.16m

£6.08m

Gross Profit from continuing operations 

£1.89m

£2.44m

Inventory

£7.5m

£4.67m

Total Assets 

£11.82m

£14.44m

Net Assets

£10.16m

£10.78m

NAV/Share

74.7p

79.3p

Dividend per ordinary share

0.5p

1.0p

 

Current Trading & Prospects

Revenue and gross profit for the first quarter of the current financial year (continuing operations) are ahead of the previous year. Both turnover and gross profits in June were greater than any other month since the Company’s shares were admitted to trading on AIM.  Nonetheless, the volatility of revenue that characterised the second half of our 2014/15 financial year in Shapero Rare Books remains – whilst we have had encouraging responses to new offerings of stock in the analytic tradition (Economics & Social Sciences) and modern literature, the antiquarian book markets are not yet showing the consistent vitality of 2013/14.

Jasper Allen, Chairman of Scholium, said “We have built up excellent stock at Shapero Rare Books and have a strong balance sheet.  This places us on a firm footing to explore alternatives for taking our company forward both within the business and externally.  The slow-down in our Russian and Eastern European book department has been a setback.  Nonetheless, we have started to reposition our stock and, whilst trading remains volatile, we are starting to see initial returns.”

 

 

For further information please contact:

 

Scholium Group plc

+44(0)20 7493 0876

Jasper Allen (Chairman)

Simon Southwood (Chief financial officer)

W H Ireland Limited (Nominated advisor)

+44(0)20 7220 1666

Chris Fielding/Mark Leonard

Whitman Howard Limited (Broker)

+44(0)20 7659 1234

Ranald McGregor-Smith/Niall Devins

 

 

  



CHAIRMAN’S STATEMENT

Whilst I am pleased to present the annual report and financial statements, they represent a year in which there was some uncertainty both within our company and within the markets in which we trade.  We are working towards placing the business on a more stable and conservative footing where it is able to deploy its expertise in markets where there is less political uncertainty.

Business Review

During the year the Scholium group of companies traded under the following brands:

·     Shapero Rare Books, the principal trading brand, which deals in rare and antiquarian books and works on paper;

·     Shapero Modern, a unit within Shapero Rare books which deals in modern and contemporary prints;

·     Scholium Trading, which trades with third party dealers in the broader rare and collectible goods markets;

·     South Kensington Books, a local book store in South Kensington; and

·     Ultimate Library, a provider of libraries to hotels, guesthouses and exclusive private residences.

South Kensington Books and the Ultimate Library were sold just after the year ended 31 March 2015.

Summary

In the first half of the year under review our businesses sought to deploy the capital raised in the fundraising in areas expected to be profitable.  Shapero Rare Books quickly built its stock up to c. £7 million (31 March 2014: £4.6 million) at which point the board felt it should be constrained pending proof of performance. Trading in the second half of the year was not as brisk as we anticipated; particularly due to a slow-down in our Russian and Eastern European department.

Our South Kensington Operations, whilst small in the context of the group, traded steadily.

Scholium Trading took a little time to gain traction.  Nonetheless it engaged in a number of profitable transactions – access to capital is a major differentiator in this market.

As at 31 March 2015, the Group had net assets of £10.2 million (2014: £10.8 million) including cash of £2.1 million (2014: £7.6 million) and stock of £7.5 million (2014: £4.7 million).

Performance

Shapero Rare Books

In the first half of the financial year we allocated approximately £3m of the capital raised at the time of our IPO to Shapero Rare Books.  This was used to acquire high quality stock, which is now one of the highest calibre stocks of rare books in London.

Unfortunately the market for rare books proved tricky.  The major point of concern has been that our trade in Russian and Eastern European materials has been slower than anticipated – whereas this department made up 35% of gross profit in the year to March 2014, in the year to March 2015, the department made up only 19% of gross profit; a material decline.  Whilst the overall number of clients of this department has increased, the average spend per customer through the business has declined to approximately £64,000 (2014: £94,000) with much of the business transacted on commission.  We remain in touch with customers. The other departments of Shapero Rare Books performed satisfactorily – gross profit per customer increased to approximately £3,267 (2014: £3,060).

The decline in performance of the books business was offset by a contribution from Shapero Modern, our modern and contemporary prints department, which was launched during the year.

Revenue for the year from the Group’s continuing operations amounted to £5.16 million (2014: £6.08 million in total), and a pre-tax loss of £0.5 million was incurred (2014: a loss of £0.37 million).

Scholium Trading

Trading by the Group alongside other dealers in the broader arts and collectibles market has developed, been profitable and now represents c. 12% of Group revenue.  Whilst gross margins are in the region of 13%, stock turnover is higher than originally anticipated; the value-weighted average holding period of stock acquired for sale is approximately 65 days.  During the year we traded alongside dealers in coins, sculpture, old master paintings, antiquarian books and oriental urns.

Revenue for the year from Scholium Trading amounted to £0.72 million generating gross profit of £0.09 million with an average holding period of 65 days.

South Kensington Operations

During the year South Kensington Operations (South Kensington & Ultimate Library) contributed net profits of £0.024 million (2014: £0.024 million) and were sold for £145,802 just after the year end.

Staff

As ever, our dedicated employees have contributed significantly to the development of the Group throughout the year and I would like to take this opportunity of thanking them again for their hard work and effort in what has been a challenging year.   Philip Blackwell was instrumental in the listing of our group on AIM and we are delighted he has remained on the board of Scholium as a non-executive director.

Current Trading & Prospects

The group is well capitalised with good quality stock.  Revenue and gross profit for the first quarter of the current financial year (continuing operations) are ahead of the previous year. Both turnover and gross profits in June were greater than any other month since the Company’s shares were admitted to trading on AIM.  Nonetheless, the volatility of revenue that characterised the second half of our 2014/15 financial year in Shapero Rare Books remains – whilst we have had encouraging responses to new offerings of stock in the analytic tradition (Economics & Social Sciences) and modern literature, the antiquarian book markets are not yet showing the consistent vitality of 2013/14.

Scholium Trading continues to be shown interesting opportunities, some of which we have participated in.  We will pursue these on a case by case basis subject to the overall cash resources available to the business.

Our board remains committed to running the business on a profitable basis – we realise that, at current levels of activity, we are sub-scale for AIM and are actively seeking to stabilise and grow the business.  This is being done both by managing the cost base and actively seeking opportunities to diversify and enhance the business in the markets in which we operate.

Jasper Allen

Chairman

1 July 2015

STRATEGIC REPORT

This report provides an overview of our strategy and of our business model; gives a review of the performance of the business and of our financial position at the year-end; and sets out the principal risks to which the Group is exposed. In addition it comments on the future prospects of the business.

Principal activities and review of the business

Scholium Group plc is the holding company of a group of businesses involved primarily in the trading and retailing of rare and collectible goods.

The group comprises:

·     Shapero Rare Books, a dealer in rare and antiquarian books and works on paper, and its subsidiary brand, Shapero Modern which trades in modern and contemporary prints, both located in Mayfair, London; and

·     Scholium Trading, a company set up to trade in conjunction with other dealers in high value rare and collectible goods.

Strategy

The Company seeks to create exposure to organisations that are engaged in the business of fine art and collectibles.  It does this through its rare books and print dealers, Shapero Rare Books and Shapero Modern respectively; and through Scholium Trading which trades alongside other dealers in the broader art and collectibles market. It is seeking to grow its businesses organically through reinvestment of profits in high quality stock; and by diversification into new market areas through acquisition of companies and/or teams of expert dealers seeking a well-capitalised vehicle.

The Directors intend to provide an attractive level of dividends to shareholders along with stable asset-backed growth driven by opportunities in the markets in which the Group operates.

Our business model

Shapero Rare Books

Shapero Rare Books trades in rare and antiquarian books and works on paper.  The items for sale typically range in value from £100 up to £1.5 million with an average sale price during the year of £4,816 (2014: £4,270). Shapero Rare Books specialises in natural history, travel and Russian materials. During the year it created a modern prints department, Shapero Modern, which has shown encouraging performance.

Scholium Trading

Scholium Trading trades in conjunction with dealers in high value rare and collectible goods. It acquires items or collections either as principal or in consortia with dealers who are expert in their own subject area in the broader collectibles market.

Revenue Streams

The Group earns revenue from:

·     The sale of rare books and works on paper through Shapero Rare Books;

·     The sale of modern and contemporary prints through Shapero Modern; and

·     The sale of other rare and collectible items through Scholium Trading.

Key objectives and key performance indicators (KPIs)

Our key objectives are to:

·     Increase the profitable trade of Shapero Rare Books and Shapero Modern through increased sales and selective purchasing; and

·     Develop Scholium Trading to be the ‘first call’ for dealers in high value rare and collectible items seeking support in their trading items which exceed their immediate financial capacity.

Our current principal KPIs are:

·     Gross margin, EBITDA, earnings per share;

·     The breadth and distribution of the stock of assets held by the Group;

·     Stock turnover of assets; and

·     Various key risk indicators including capital resources, portfolio allocation and cash.

Years ending March 31

Continuing operations

2015

2014

Revenue (millions)

5.16

6.08

Gross Profit (millions)

1.89

2.44

Gross Margin

36%

40%

Stock Turnover

22 months

11 months

Review of the year from continuing operations

Overall performance

Revenue has reduced to £5.16 million (2014: £6.08 million), primarily due to a lower level of activity in the Russian and Eastern European department of Shapero Rare Books. Gross margins are slightly reduced at 36% (2014: 40%) due to a different product mix of book sales revenue, commission income, and trade through Scholium Trading.

The year has also seen a marked increase in the stock holding of the group to £7.47 million (2014: £4.67 million) as the proceeds of the fundraising undertaken in March 2014 have been used to acquire new stock in Shapero Rare Books, Shapero Modern and Scholium Trading.

Stock turnover in the year slowed to 22 months as newly acquired stock was not readily converted into sales.

Financial Position and Cash

As at 31 March 2015 our gross stock levels were £7.47 million (2014: £4.67 million) and net assets were £10.2 million (2014: £10.7 million).  The increase in stock levels is largely due to the Group’s policy of measured investment in stock to drive turnover and return on capital. The reduction in net assets arises from the losses incurred in the year. The results and assets of the discontinued operations are disclosed in note 20.

Analysis of Profit by Department

12 months ending 31 March 2015 (continuing operations, all figures £m)

Shapero Rare

Scholium

Central

Continuing

Books

Trading

Operations

Revenue  

4.44 

0.72 

0.00 

5.16 

Cost of goods sold

(2.64)

(0.63)

0.00 

(3.27)

Gross Profit

1.80 

0.09 

0.00 

1.89 

Pre Tax Profit

(0.13)

0.09 

(0.49)

(0.53)

The table above shows the performance of each revenue and cost department of the Group as it will be continuing in 2015.  Administrative costs for the group, including distribution costs, were £2.4 million (2014: £1.9 million), reflecting the increased overheads required for an AIM listing.

Shapero Rare Books

Shapero Rare Books achieved a turnover of £4.44 million (2014:£6.08 million), excluding its South Kensington Operations which were sold shortly after the year end. The decline in performance, as compared to prior years, was predominantly due to a material slow-down in trade in the Russian and Eastern European department.  In the year under review, the Russian and Eastern European department represented 19% of gross profit (2014: 35%).  Shapero Modern has performed well in its first year, representing approximately 7.7% of Shapero Rare Books’ turnover.

Scholium Trading

Trading by the Group alongside other dealers in the broader arts and collectibles market has developed, been profitable and now represents c. 12% of Group revenue.  Whilst gross margins are in the region of 13%, stock turnover is higher than originally anticipated; the value-weighted average holding period of stock acquired for sale is approximately 65 days.  We remain encouraged by these returns and are actively seeking further profitable trades with third party dealers.

During the year we traded alongside dealers in coins, sculpture, old master paintings, antiquarian books and oriental urns.  We anticipate that, as this business develops, margins will increase along with the average holding period as dealers start to understand our offer better.

Dividend

The Board does not propose to declare a final dividend for the current year.

Principal risks and uncertainties

Supply of antiquarian books and other items

By definition, rare and antiquarian books and other works on paper are rare. The availability of fresh stock of such items is often driven by major life events, such as inheritance, unrecovered debt, divorce or downsizing due to economic malaise. The business of Shapero Rare Books is reliant upon individual works and collections of works coming onto the market and upon the Group being able to access those business opportunities. There is no guarantee that fresh stock will come onto the market in sufficient quantities to meet the Group’s plans for continued growth.

When works become available for sale or purchase, such sales are often dealt with privately and discretely and, accordingly, there is no guarantee that the Group’s employees will be able to access such business opportunities or to negotiate successfully the purchase of fresh stock coming onto the market.

Reliance on key international trade fairs

A significant proportion of the Group’s sales are made at international trade fairs, and in particular The European Fine Art Fair. If this fair were to be discontinued it would have a material effect on the ability of the Group to sell goods. There are a limited number of stands at international trade fairs and as a result places are highly sought after. Whilst members of the Group have been exhibiting at these fairs for many years, there can be no certainty that it will continue to secure a place in the future.

Competition

The market in the books and other items in which the Group trades is competitive. In the market for antiquarian books and other items in which Shapero Rare Books trades, the Group faces various competitive pressures including from the major auctioneers, Sotheby’s, Christie’s and Bonhams, as well as smaller auctioneers and a large number of dealers and smaller operators.

The Group is likely to face continued and/or increased competition in the future both from established competitors and/or from new entrants to the market. The Group’s competitors include businesses with greater financial and other resources than the Group. Such competitors may be in a better position than the Group to compete for future business opportunities. If the Group is unable to compete effectively in any of the markets in which it operates, it could lead to material adverse effect on the Group’s business, financial condition, and operating.

Co-owned rare and collectible goods

In the case of high value items or collections, the Group will often acquire the items jointly with another bookseller and if not expressly provided for there is a risk that the Group will not be able to sell the entire asset without the agreement of all joint-owners. In this and other respects the Group relies on the honesty and integrity of other dealers. Whilst the Group takes care to deal only with established counterparties and experienced dealers who are well known to senior management and/or the Directors, there can be no guarantee that co-owners will comply with the agreed terms (including, for example not charging the items) or that such co-owners will not enter into administration or other insolvency procedure, and in the event there is a loss of the co-owned goods it is not certain that the Group could claim under its insurance policy in relation thereto.

Stock valuation and liquidity

The Group will trade in rare and collectible items, which may be highly illiquid. The value of goods acquired is difficult to assess and it may not be possible for management to sell the assets at or above the price for which they were acquired. The value of assets in the balance sheet may not represent the actual resale value achievable.

Theft, loss or damage

Rare and collectible items are highly mobile goods. Furthermore such goods are frequently transported internationally for trade shows or other marketing opportunities. Whilst precautions are taken to ensure safe passage, the Group’s assets may be lost, damaged or stolen. While the Group carries specialist insurance, there is no guarantee that the Group’s insurance cover will be adequate in all circumstances. Assets of the Group will be placed with third parties for sale on commission. While the Group intends to take appropriate precautions when placing assets with third parties, there is a risk that these assets outside of the Group’s direct control may be stolen or replaced by unscrupulous third parties with fakes or forgeries.

Authenticity and export authority

The Directors of the Company will ensure that due diligence is undertaken on the authenticity of the assets acquired for sale. Nonetheless fakes and forgeries do exist in the market and the Group may acquire these believing them to be authentic. Further, the attribution of works to a particular writer or artist is not an exact science, and there can be no guarantee that assets of the Group will not have been mistakenly attributed in this way. Lack of authenticity is not covered by the Group’s insurance. Whilst the Group takes appropriate care when acquiring works which may be of material importance in the state of origin, there can be no guarantee that works acquired by the Group are not subject to restrictions on export or sale.

Insurance

The Group carries a specialist insurance policy under the Antiquarian Booksellers Association Insurance Scheme which covers each of the businesses. The Directors believe that the Group carries appropriate insurance for a business of its size and nature but there can be no guarantee that the extent or value of the cover will be sufficient, in particular in relation to stock in transit or on consignment. The Directors review the Group’s insurance arrangements on an annual basis and endeavour to insure its stock adequately, but there is no certainty that future claims will not fall within the exclusions under the policy or that the insurer will pay out any claim if made. Further, there can be no guarantee that the necessary insurance will be available to the Group in the future at an acceptable cost or at all.

Premises

Like many of the established dealers in the market, the Group has a publicly accessible gallery in Mayfair, London from where Shapero Rare Books operates. The Directors believe that the location is highly desirable and an important factor in the success of the business as a whole.  Since the year-end the Group has renewed its lease in Mayfair for a further 9 months and is actively investigating new premises in central London.

Terms of sale

To date, the contractual arrangements which the Group has entered into with clients, customers and other dealers have not always included (amongst other things) terms dealing specifically with

(i)           transfer of ownership and risk,

(ii)          contract formation,

(iii)         price and payment,

(iv)         limitations and exclusions of liability, and

(v)          governing law and jurisdiction.

In light of the foregoing, there can be no guarantee that the Group’s arrangements with its customers will not be terminated on short notice or that the Group will not at some future time face challenges or disputes in relation to the contractual or other arrangements with its clients.

If the Group became involved in a contractual dispute and/or a third party was successful in any contractual dispute with the Group, any resultant loss of revenues or exposure to litigation costs or other claims could have a material adverse effect on the Group’s reputation, business, financial condition and/or operations or financial results. The Group is revising its standard terms of sale to seek to ensure that, going forward, the arrangements with clients, customers, dealers and others will include terms dealing with each of the aforementioned areas.

Currency risk

The Directors anticipate that the Group will conduct certain of its transactions other than in Pounds Sterling, the Company’s functional currency. As a result, movements in foreign exchange rates may impact the Group’s performance. The Group does not contract any hedging arrangements in respect of currency positions.

On behalf of the Board:

Simon Southwood

Chief Financial Officer

1 July 2015



Consolidated statement of comprehensive income

Year

 Ended 31 March

Year

 Ended 31 March

Restated

2015

2014

Continuing operations

Note

£’000

£000

Revenue

3

5,166

6,083

Cost of sales

(3,273)

(3,641)

Gross profit

1,893

2,442

Distribution expenses

(268)

(420)

Administrative expenses

(2,148)

(1,492)

Exceptional items:

Replacement share-based payment scheme

7

(385)

IPO expenses

7

(228)

Total administrative expenses

(2,148)

(2,105)

(Loss) from operations

(523)

(83)

Financial income

1

Financial expenses

8

(6)

(290)

(Loss)/profit before taxation

6

(529)

(372)

Income tax credit

9

29

251

Loss for the year from continuing operations

(500)

(121)

Discontinued operations

Profit for the year from discontinued operations

20

24

24

(Loss)/profit  for the year and total comprehensive income attributable to equity holders of the parent company

(476)

(97)

Basic and diluted loss per share:

From continued operations – pence

10

(3.71)

(45.50)

From discontinued operations – pence

10

0.18

9.00

From loss for the year – pence

10

(3.53)

(36.50)

There were no other recognised gains and losses in the year.

Consolidated statement of financial position

Registered company number:  08833975

31 March

31 March

2015

2014

Note

£000

£000

Assets

Non-current assets

Property, plant and equipment

11

92

104

Intangible assets

12

16

Deferred taxation

17

280

258

378

Current assets

Inventories

13

7,471

4,667

Trade and other receivables

14

1,694

1,816

Cash and cash equivalents

2,122

7,578

11,287

14,061

Assets of disposal group classified as held for sale

20

162

11,449

Total assets

11,821

14,439

Current liabilities

Trade and other payables

15

1,634

3,111

Loans and borrowings

16

533

Current corporation tax liabilities

14

Total current liabilities

1,634

3,658

Liabilities of disposal group classified as held for sale

20

24

Total liabilities

1,658

Net assets

10,163

10,781

Equity and liabilities

Equity attributable to owners of the Company

Ordinary shares

18

136

132

Share Premium

9,516

9,458

Merger reserve

82

82

Retained earnings

429

1,109

Total equity

10,163

10,781

The financial statements were approved by the Board of Directors and authorised for issue on 1 July 2015.

S Southwood

Director

Consolidated statement of changes in equity

Share

Share

Merger

Retained

Total

capital

Premium

reserve

Earnings/

(deficit)

Equity

£000

£000

£000

£000

£000

At 1 April 2013

52

2,047

(1,121)

978

Loss for the year from continued and discontinued operations

(97)

(97)

Total comprehensive income for the year

(97)

(97)

Shares issued in the period

80

10,259

10,339

Share issue expenses

(801)

(801)

Capital reduction in subsidiary

(1,986)

1,986

Cancellation of shares in subsidiary

21

3

24

Share-based payments

338

338

Total transactions with owners

80

9,458

(1,965)

2,327

9,900

At 31 March 2014

132

9,458

82

1,109

10,781

The following describes the nature and purpose of each reserve within owners’ equity:

Share capital

Amount subscribed for shares at nominal value.

Share premium

Amount subscribed for share capital in excess of nominal value less attributable share-issue expenses.

Merger reserve

Amounts attributable to equity in respect of merged subsidiary undertakings.

Retained earnings/(deficit)

Cumulative profit/(loss) of the Group attributable to equity shareholders.

Consolidated statement of changes in equity continued

Share

Share

Merger

Retained

Total

capital

premium

reserve

earnings

Equity

£000

£000

£000

£000

£000

At 1 April 2014

132

9,458

82

1,109

10,781

Loss for the year from continued and discontinued operations

(476)

(476)

Total comprehensive income for the year

(476)

(476)

Shares issued in the period

4

58

62

Dividends

(204)

(204)

Total transactions with owners

4

58

(142)

At 31 March 2015

136

9,516

82

429

10,163

The following describes the nature and purpose of each reserve within owners’ equity:

Share capital

Amount subscribed for shares at nominal value.

Share premium

Amount subscribed for share capital in excess of nominal value less attributable share-issue expenses.

Merger reserve

Amounts attributable to equity in respect of merged subsidiary undertakings.

Retained earnings

Cumulative profit of the Group attributable to equity shareholders.

Consolidated statement of cash flows

31 March

31 March

2015

2014

£000

£000

Cash flows from operating activities

Loss before tax

(505)

(348)

Depreciation of property, plant and equipment

44

38

Amortisation of intangible assets

8

8

Share-based payment

338

(453)

36

Increase in inventories

(2,930)

(1,336)

Increase in trade and other receivables

102

(448)

Decrease in trade and other payables

(1,639)

2,211

Net cash (used)/generated from operating activities

(4,920)

463

Cash flows from investing activities

Purchase of property, plant and equipment

(38)

(22)

Interest received

1

Net cash used in investing activities

(38)

(21)

Cash flows from financing activities

Proceeds from the issuance of ordinary shares

62

8,000

Share issue expenses

(801)

Repayment of shareholder loans

(350)

Interest paid

(6)

(259)

Dividends paid

(204)

Net cash (used)/generated from financing activities

(498)

6,940

Net (decrease)/increase in cash and cash equivalents

(5,456)

7,382

Cash and cash equivalents at the beginning of the year

7,578

196

Cash and cash equivalents at the end of the year

2,122

7,578

Company statement of financial position

Registered company number:  08833975

31 March

31 March

2015

2014

Note

£000

£000

Assets

Non-current assets

Investments

5,200

5,200

Current assets

Trade and other receivables

14

5,527

507

Cash and cash equivalents

1,965

7,433

7,492

7,940

Total assets

12,692

13,140

Current liabilities

Trade and other payables

15

79

569

Current corporation tax liabilities

7

Total current liabilities

79

576

Total liabilities

79

576

Net assets

12,613

12,564

Equity and liabilities

Equity attributable to owners of the Company

Ordinary shares

18

136

132

Share Premium

9,516

9,458

Merger reserve

2,809

2,809

Retained earnings

152

165

Total equity

12,613

12,564

The financial statements were approved by the Board of Directors and authorised for issue on 1 July 2015.

S Southwood

Director

Company statement of changes in equity

Share

Share

Merger

Retained

Total

capital

premium

Reserve

Earnings/

(deficit)

Equity

£000

£000

£000

£000

£000

At 7 January 2014

Loss for the period

(173)

(173)

Total comprehensive income for the period

(173)

(173)

Shares issued in the period

132

10,259

10,391

Share issue expenses

(801)

(801)

Investment in Shapero Rare Books Limited

2,809

2,809

Share-based payments

338

338

Total transactions with owners

132

9,458

2,809

338

12,737

Balance at 31 March 2014

132

9,458

2,809

165

12,564

Company statement of changes in equity

Share

Share

Merger

Retained

Total

capital

premium

Reserve

earnings

Equity

£000

£000

£000

£000

£000

At 1 April 2014

132

9,458

2,809

165

12,564

Profit for the year

191

191

Total comprehensive income for the period

191

191

Shares issued in the period

4

58

62

Dividends

(204)

(204)

Total transactions with owners

4

58

(204)

(142)

Balance at 31 March 2015

136

9,516

2,809

152

12,613

The following describes the nature and purpose of each reserve within owners’ equity:

Share capital

Amount subscribed for shares at nominal value.

Share premium

Amount subscribed for share capital in excess of nominal value less attributable share-issue expenses.

Merger reserve

Amounts attributable to equity in respect of merged subsidiary undertakings.

Retained earnings/(deficit)

Cumulative profit/( loss) of the Group attributable to equity shareholders.

Company statement of cash flows

31 March

31 March

2015

2014

£000

£000

Cash flows from operating activities

Profit from operations

184

(165)

Share-based payment

338

184

173

Increase in trade and other receivables

(5,020)

(507)

Increase in trade and other payables

(490)

568

Net cash generated from operating activities

(5,326)

234

Cash flows from financing activities

Proceeds from the issuance of ordinary shares

62

8,000

Share issue expenses

(801)

Dividends

(204)

Net cash generated from financing activities

(142)

7,199

Net increase in cash and cash equivalents

(5,468)

7,433

Cash and cash equivalents at the beginning of the period

7,433

Cash and cash equivalents at the end of the period

1,965

7,433

1

General information

Scholium Group plc and its subsidiaries (together ‘the Group’) are engaged in the trading and retailing of rare and antiquarian books and works on paper primarily in the United Kingdom. The Company is a public company domiciled and incorporated in England and Wales (registered number 08833975). The address of its registered office 32 St George Street, London W1S 2EA.

Additional Information

The financial information included in this statement does not constitute the Group’s statutory accounts (within the meaning of section 434 of the Companies Act 2006) for the years ended 31 March 2015 or 2014, but is derived from those accounts. Statutory accounts for 2014 have been delivered to the Registrar of Companies and those for 2015 will be delivered following the Company’s Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006 or equivalent preceding legislation.

The Annual General Meeting of Scholium Group plc will be held on [date].

2

Basis of preparation and accounting policies

The basis of preparation and the accounting policies applied by the Group and the Company have been prepared on the same basis as and are consistent with the previous financial year.

Operating Segments

The Board considers that the Group’s project activity constitutes one operating and one reporting segment, as defined under IFRS 8.

The total profit measures are operating profit and profit for the year, both disclosed on the face of the consolidated income statement. No differences exist between the basis of preparation of the performance measures used by management and the figures in the Group financial information.

All of the revenues generated relate to the trading and retailing of rare and antiquarian books and works on paper, other quality books, ancillary income including commission receivable and from the repair of books. An analysis of revenues appears in note 3 below. All revenues are wholly generated within the UK. Accordingly there are no additional disclosures provided to the financial information.

Operating profit and loss

Operating profit and loss comprises revenues less operating costs. Operating costs comprise adjustments for changes in inventories, employee costs including share-based payments, amortisation, depreciation and impairment and other operating expenses.

Expenditure

Expenditure is recognised in respect of goods and services received when supplied in accordance with contractual terms.  Provision is made when an obligation exists for a future liability relating to a past event and where the amount of the obligation can be reasonably estimated.

Exceptional items of expense

Exceptional items of expense are administrative costs which are large or unusual in nature and are not expected to recur on a regular basis.

3

Revenue

31 March

31 March

2015

Group

2014

Group

£000

£000

Rare books and other works in paper

5,057

5,827

Commissions

81

256

Other income

28

5,166

6,083

All revenues arising from the disposal group are excluded. See note 20.

4

Profit  before taxation

Profit before taxation is after charging/(crediting):

31 March

2015

Group

31 March 2014

Group

£000

£000

Depreciation of property, plant and equipment

44

38

Amortisation of intangible assets

8

8

Operating lease rentals

312

351

Foreign currency losses

8

13

Share-based payment expense

338

Employee costs

791

1,015

Fees payable to the Company’s auditor

30

39

In addition operating lease rentals of £65,000 were incurred within the disposal group (note 20).

5

Employee costs including Directors

31 March

31 March

2015

Group

2014

Group

£000

£000

Wages and salaries

704

880

Social Security Costs

75

123

Pension costs

12

12

Other employee benefits

Share-based payments

338

791

1,353

6

Directors’ remuneration

31 March

31 March

2015

Group and Company

2014

Group and Company

£000

£000

Salaries and fees

310

220

Social Security Costs

26

Pension costs

336

220

Information regarding the highest paid Director which comprises salary and benefits is as follows:

125

100

7

Exceptional items of expenditure

31 March

31 March

2015

Group

2014

Group

£

£

Accelerated share-based for replacement option scheme on listing

385

IPO expenses

228

613

On 27 March 2014 the previous share option incentive scheme within the Group, based upon ordinary shares within Shapero Rare Books Limited (formerly Bookbank Limited was accelerated on listing and a new share-incentive scheme put in place. The options related to the previous scheme are vested and exercisable on the date of issue

On 28 March 2014 the Company was admitted to the AIM market and an associated placing of shares was made. The total costs were £1,029,000 of which £801,000 were attributed to share premium.

8

Financial expense

31 March

31 March

2015

Group

2014

Group

£000

£000

Interest on shareholder loan notes and director loans

6

259

Amortised loan expenses

31

6

290

9

Income tax

31 March

31 March

2015

Group

2014

Group

£000

£000

Current tax (credit)/expense

Current  tax

(7)

7

Deferred tax:

Origination and reversal of temporary differences

(22)

(258)

Total tax(credit

(29)

(251)

The reasons for the difference between the actual tax (credit)/charge for the year and the standard rate of corporation tax in the United Kingdom applied to (loss)/profit for the year as follows:

31 March

31 March

2015

Group

2014

Group

£000

£000

(Loss)/profit before tax

(529)

(348)

Applied corporation tax rates:

20%

20%

Tax at the UK corporation tax rate of 20%

(106)

(70)

Expenses not deductible for tax purposes

6

53

Utilisation of previously unrecognised tax losses

(39)

Origination and reversal of temporary differences

71

(195)

Total tax credit

(29)

(251)

10

Loss per share

31 March

31 March

2015

Group

2014

Group

£000

£000

Loss from continuing operations attributable to owners of the parent

(476)

(121)

Profit from discontinued operations

24

24

Total loss

(500)

(97)

Number of shares

Weighted average number of shares for the purpose of basic and diluted  earnings per share and from both continuing and discontinued operations

13,498,165

265,813

Basic and diluted loss per share from continuing operations – pence

(3.71)

(45.50)

Earnings per share from discontinued operations – pence

0.18

9.00

Total basic and diluted earnings per share – pence

(3.53)

(36.50)

Basic earnings per share amounts are calculated by dividing net (loss)/profit for the year or period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Where the Group has incurred a loss in a year or period the diluted earnings per share is the same as the basic earnings per share as the loss has an anti-dilutive effect. The diluted loss per share for 2014 and 2015 is therefore the same as the basic loss per share for these years and the diluted weighted average number of shares is the same as the basic weighted average number of shares.

Basic earnings per share calculated on the full number of shares in issue are calculated by dividing net (loss)/profit for the year or period attributable to ordinary equity holders of the parent by number of shares in issue at 31 March 2015, amounting to 13,600,000 shares (2014: 13,200,325 shares).

The Company has 704,000 potentially issuable shares all of which relate to the potential dilution from the Group’s share-options issued to the Directors and certain employees.

11

Property, plant and equipment

31 March

31 March

31 March

31 March

2015

Group

2015

Group

2015

Group

2015

Group

Bibliography

Plant & Machinery

Fixtures & fittings

Total

£000

£000

£000

£000

Cost

At 1 April 2013

78

59

19

156

Acquired in the year

6

17

23

At 31 March 2014

84

76

19

179

Acquired in the year

4

12

22

38

Transferred to disposal group (note 20)

(5)

(11)

(16)

At 31 March 2015

88

83

30

201

Depreciation

At 1 April 2013

12

20

5

37

Charge for the year

12

22

4

38

At 31 March 2014

24

42

9

75

Charge for the year

13

25

6

44

Transferred to disposal group (note 20)

(3)

(7)

(10)

At 31 March 2015

37

64

8

109

Net book value

At 31 March 2015

51

19

22

92

At 31 March 2014

60

34

10

104

At 31 March 2013

66

39

14

119

There are no items of property, plant and equipment held under finance leases.

12

Intangible assets

31 March

2015

Group

Total

Customer lists and data

£000

Cost

At 1 April 2013 and 31 March 2014

170

Transferred to disposal group (note 20)

(170)

At 31 March 2015

Amortisation

At 1 April 2013

146

Charge for the year

8

At 31 March 2014

154

Charge for the year

8

Transferred to disposal group (note 20)

(162)

At 31 March 2015

162

Net book value

At 31 March 2015

At 31 March 2014

16

At 1 April 2013

24

There have been no impairments indicated in the year to 31 March 2015.

13

Inventories

31 March

31 March

2015

Group

2014

Group

£000

£000

Stock

7,471

4,667

Stock expensed in the year

3,083

3,954

14

Trade and other receivables

31 March

31 March

31 March

31 March

2015

Group

2014

Group

2015

Company

2014

Company

£000

£000

£000

£000

Trade and other receivables

1,164

1,412

261

Amounts due from Group undertakings

5,084

435

Other debtors

221

198

175

68

Prepayments and accrued income

309

206

7

4

1,694

1,816

5,527

507

The age profile trade and other receivables comprise:

£000

Current

839

One month past due

41

Two months past due

27

Three months past due

2

Over three months past due

255

Provision for doubtful debts

1,164

As at 31 March 2015, trade receivable of £nil (31 March 2014 £4,000) and 31st March 2013 £nil) were considered past due and impaired. The other debtors’ balances are categorised as loans and receivables.  All amounts shown under trade and other receivables are due for payment within one year.

15

Trade and other payables

31 March

31 March

31 March

31 March

2015

Group

2014

Group

2015

Company

2014

Company

£000

£000

£000

£000

Trade creditors

1,136

2,355

197

Social security and other taxes

37

18

9

Accrued expenses

363

686

23

372

Other creditors

98

52

47

1,634

3,111

79

569

The directors consider the carrying value of trade and other payables approximate to their fair values.

16

Loans and borrowings

31 March

31 March

2015

Group

2014

Group

Current liabilities:

£000

£000

Loans from shareholders

350

Loans from directors

183

533

 

The directors’ and shareholders’ loans of £350,000 carried interest at 5 per cent per annum and were secured by floating charges over the company’s assets.  The loans were repaid in the year and the security released.

 

On 18 October 2014 the Company granted security over its fixed and floating assets to support a finance facility from Coutts & Company. This facility is undrawn at 31 March 2015.

 

17

Deferred tax

31 March

31 March

2015

Group

2014

Group

£000

£000

Included in non-current assets

280

258

Deferred tax gross movements

31 March

31 March

2015

Group

2014

Group

£000

£000

Opening balance

(258)

Credit to income statement

(22)

(258)

Closing balance

(280)

(258)

The deferred tax asset comprises:

31 March

31 March

2015

Group

2014

Group

£000

£000

Temporary differences on property, plant and equipment

Available losses

283

176

Other temporary and deductible differences

(3)

82

Closing balance

280

258

Deferred tax is calculated in full on temporary differences under the liability method using the tax rates expected for future periods of 20%. The deferred tax has arisen due to the availability of trading losses The Group has unutilised tax allowances, at expected tax rates in future periods, of £352,000 of which £280,000 has been recognised (2014: £258,000 recognised).

18

Share capital

31 March

31 March

2015

Group and Company

2014

Group

Ordinary shares of £0.10 each

£000

£000

At the beginning of the year

132

52

Issued in the year

4

80

At the end of the year

136

132

Number of shares

31 March

31 March

2015

Group and Company

2014

Group and Company

Ordinary shares of £0.10 each

Number

Number

At the beginning of the year

13,200,325

Issued in the year

399,675

5,200,325

Placing of shares on admission to AIM

8,000,000

At the end of the year

13,600,000

13,200,325

All shares issued in the year arose from the exercise of employee share options.

19

Events after the balance sheet date

On 2 April 2015 the Group entered into an agreement for the disposal of its South Kensington operations: South Kensington Books and Ultimate Library to a company controlled by Philip Blackwell a director of the company. The aggregate consideration will be £145,802. For further information see note 20.

20

Non-current assets held for sale and discontinued operations

On 2 April 2015 the Group entered into an agreement for the disposal of its South Kensington operations: South Kensington Books and Ultimate Library to a company controlled by Philip Blackwell a director of the company. The aggregate consideration will be £145,802.

Assets of the disposal group held for sale

31 March

2015

Group and Company

£000

Property, plant and equipment

6

Other intangible assets

8

Inventory

126

Other current assets

22

162

Liabilities  of the disposal group held for sale

Trade and other payables

24

Liabilities  of the disposal group held for sale

Net assets of the disposal group

138

The disposal assets are stated at fair-value less costs to sell. There were no material adjustments to the carrying values of the disposal group assets and liabilities.

Analysis of the result of discontinued operations is as follows:

Statement of comprehensive income

31 March

31 March

2015

Group and Company

2014

Group and Company

£000

£000

Revenues

783

650

Expenses

(759)

(626)

Profit before tax of discontinued operations

24

24

Taxation

Profit after tax of discontinued operations

24

24

There were no other items of ‘other comprehensive income’.

The cash flows attributable to the discontinued operations were as follows:

Cash flows

31 March

31 March

2015

Group and Company

2014

Group and Company

£000

£000

Operating cash flows

11

(174)

Investing cash flows

(6)

Financing cash flows

Total cash flows

5

(174)

Intended date of release of Preliminary Results

Scholium Group plc 

(“Scholium Group” or the “Company”)

Intended date of release of Preliminary Results 

Scholium Group intends to release its Preliminary Results for the financial year ended 31 March 2015 on 2 July 2015.

For further information please visit www.scholiumgroup.com or contact:

Scholium Group plc

Jasper Allen, Chairman

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Mark Leonard

+44 (020) 7220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (020) 7659 1234

Holding in Company

Scholium Group plc

(“Scholium” or the “Company”)

Holding in Company

5 May 2015

 Further to the announcement on 1 May 2015, the Company has been notified by The Paul Raymond 1996 Accumulation and Maintenance Settlement for Fawn and India James trust that, in addition to the direct holding in 420,500 shares in the Company, it is also interested in 1,075,074 Ordinary Shares in the Company. The trust is therefore interested in 1,495,574 Ordinary Shares in the Company, representing approximately 10.99% of the issued share capital of the Company.

Scholium Group plc

Jasper Allen, Chairman

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Mark Leonard

+44 (0) 207 220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (0) 207 659 1240

Holding in Company

Scholium Group plc

(“Scholium” or the “Company”)

Holding in Company

1 May 2015

The Company was notified on 30 April 2015 that, on the same day, The Paul Raymond 1996 Accumulation and Maintenance Settlement for Fawn and India James trust acquired 420,500 shares in the Company at a price of 37.5p per share. Following the acquisition, the trust is interested in 420,500 Ordinary Shares of the Company, representing approximately 3.09% of the issued share capital of the Company .

Scholium Group plc

Jasper Allen, Chairman

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Mark Leonard

+44 (0) 207 220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (0) 207 659 1240

Pre-Close Update

Scholium Group plc

(“Scholium” or, together with its subsidiaries, the “Group”)

Pre-Close Update

24 April 2015

The Directors of Scholium provide an update on trading in advance of the close period.

Shapero Rare Books

In common with the experience of other dealers in collectible and antique goods, Shapero Rare Books has experienced a more challenging year than expected, primarily as a result of lower sales of high value items, particularly to customers of Russian and East European origin.

On a positive note, Shapero Modern, the Group’s Modern and Contemporary prints department, was launched in mid 2014 and has grown during the year to represent more than 5% of group revenue.

Scholium Trading

Trading by the Group alongside other dealers in the broader arts and collectibles market has developed, been profitable and now represents c. 12% of Group revenue.  Whilst gross margins are in the region of 13%, stock turnover is higher than originally anticipated; the value-weighted average holding period of stock acquired for sale is approximately 65 days.  The Group continues to evaluate a number of interesting opportunities across multiple fields in the art and collectibles market.

Out Turn for the Year & Balance Sheet

The Board expects that the Group will report a pre-tax loss (before share based charges) in the region of £0.5 million for the year ended 31 March 2015.  The Group’s balance sheet remains healthy with over £2 million of cash and high quality stock supporting an unaudited net asset value in excess of £10 million (73p per ordinary share).

The Directors anticipate releasing the preliminary statement of the Group’s results for the year ended 31 March 2015 in late June.

Commenting on the above, Jasper Allen, Chairman of Scholium, commented:

“It is disappointing that buying activity in the traditional customer base of Shapero Rare Books has suffered in the last 12 months and impacted our performance. None the less, the Board remains confident that a more normal level of activity will return to the business in the medium term and is actively seeking new opportunities where it has the expertise and capital, whilst conserving cash.”

Scholium Group plc

Jasper Allen, Chairman

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Mark Leonard

+44 (0) 207 220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (0) 207 659 1240

Disposal

Scholium Group plc

(“Scholium”, the “Company” or, together with its subsidiaries, the “Group”)

Disposal

2 April 2015

Further to the announcement made on 9 February 2014, the Board of Scholium is pleased to announce that it has entered into a binding agreement for the disposal of its South Kensington operations, South Kensington Books and Ultimate Library,to a company controlled by Philip Blackwell, a director of Scholium.

The agreed terms provide for an aggregate cash consideration of £140,000, representing a premium of 15% to the value of the unaudited attributable net assets as at 31 December 2014.  The disposal will enable the Group to focus on its rare and collectible goods businesses, with the proceeds providing working capital to invest in those businesses.

In the year to 31 March 2014, the South Kensington operations generated turnover of £650,088 and a profit before taxation, after allocation of certain central costs, of £24,351.

As this transaction represents a related party transaction under the AIM Rules, the Directors, other than Phillip Blackwell, having consulted with WH Ireland Limited, consider the terms of the disposal to be fair and reasonable insofar as shareholders are concerned.

The Board will update the market on trading in the year ended 31 March 2015 prior to the close period commencing  30 April 2015.

Scholium Group plc

Jasper Allen, Chairman

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding

+44 (0)20 7220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (0)20 7659 1234

Holdings in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached:
 ii

SCHOLIUM GROUP PLC

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

y

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to the
notification obligation:
 iii

HARGREAVE HALE LIMITED

4. Full name of shareholder(s)
(if different from 3.):iv

DISCRETIONARY CLIENTS

5. Date of the transaction and date on
which the threshold is crossed or
reached:
 v

09 FEBRUARY 2015

6. Date on which issuer notified:

10 FEBRUARY 2015

7. Threshold(s) that is/are crossed or
reached: 
vi, vii

5%



8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type of
shares


if possible using
the ISIN CODE

Situation previous
to the triggering
transaction

Resulting situation after the triggering transaction

Number
of
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of  voting rights x

Direct

Indirect

Direct xi

Indirect xii

Direct

Indirect

 

 

GB00BJYS2173

1,241,000

1,241,000

0

0

0%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Expiration
date 
xiii

Exercise/
Conversion Period 
xiv

Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.

% of voting
rights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial
instrument

Exercise price

Expiration date xvii

Exercise/
Conversion period 
xviii

Number of voting rights instrument refers to

 

% of voting rights xix, xx

 

 

 

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

0

0%



9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: 
xxi

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease
to hold:

12. Date on which proxy holder will cease to hold
voting rights:


13. Additional information:

14. Contact name:

David Clueit

15. Contact telephone number:

01253 754739

Directors Shareholding

Scholium Group plc

(“Scholium” or the “Company”)

Directors/PDMR Shareholding

The board is pleased to announce that, on 10 February 2015, Philip Blackwell and Charles Sebag-Montefiore notified the Company that they had acquired shares in the Company.  The table below details the purchases:

Shares owned before the transaction

Date shares purchased

Shares purchased

Price paid

Shares owned after the transaction

% of the currently issued ordinary share capital

Philip Blackwell

1,964,716

  09.02.15

18,750

48p

1,983,466

14.58%

Charles Sebag-Montefiore

20,000

10.02.15

20,000

48p

40,000

0.29%

For further information, please contact:

Scholium Group plc

Jasper Allen, Chairman

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Mark Leonard

+44 (0)20 7220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (0)20 7087 4550