Scholium Group plc 

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

Trading Update

29 April 2014

Scholium, the holding company of a group of businesses involved primarily in trading and retailing fine art, rare and antiquarian books and other works on paper, is pleased to announce a trading update in respect of its financial year ended 31 March 2014 and a trading outlook for the current year.

2014 Trading Results

It has been an eventful year for the Group, culminating in admission to trading on AIM on 28 March and the successful raising of £8 million of new capital.  The Group’s progress during the year has been encouraging and the Board anticipates that the performance of the underlying businesses will be comfortably ahead of market expectations for the year under review. 

Shapero Rare Books

The final quarter of the Group’s financial year is an important time for Shapero Rare Books, particularly with The European Fine Art Fair in Maastricht. Performance over the quarter saw a pleasing improvement in day-to-day trade, reducing the Group’s reliance on international fairs.

In addition, the board notes that stock turn on larger-value items that are new to market is higher; and believes that access to capital will increasingly become a major differentiator in the Group’s ability to compete in the market and negotiate price.

South Kensington Books and Ultimate Library

Trade at South Kensington Books has been brisk and Ultimate Library ended the year with a number of new contract wins, including Firmdale Hotels, Rosewood Hotels and new Aman Resort properties.

Scholium Trading

The market’s response to the Scholium Trading proposition has been positive.  Whilst no major acquisitions have yet been made, the process of educating dealers in the broader market for rare and collectible items to the advantages of trade alongside Scholium is progressing well.

Current Trading and Outlook

The year has started well across all businesses with demand for high quality books and collections from high net worth individuals and institutions continuing to be strong.

The strengthened balance sheet provides the Group with a substantial capital base from which to invest in further growth opportunities identified by the Board to deliver attractive shareholder returns.

Scholium expects to announce its full year results for the year ending 31 March 2014 in early July.

Philip Blackwell, CEO of Scholium Group noted, “We are delighted with the year’s performance which has created a strong platform for the future.  The business is firmly on the road to asset-backed growth and we are looking forward to taking advantage of the opportunities that new capital provides.”

 

Scholium Group plc Philip Blackwell, Chief Executive Officer Simon Southwood, Chief Financial Officer	+44 (0)20 7493 0876
WH Ireland Ltd – Nominated Adviser Chris Fielding / Nick Field	+44 (0)20 7220 1666
Whitman Howard Ltd – Broker Ranald McGregor-Smith / Niall Devins	+44 (0)20 7087 4550

 

Notes to Editors

Shapero Rare Books

Shapero Rare Books was founded in 1979, is a dealer in rare and antiquarian books and works on paper. This includes maps of historic importance, vintage photographs and decorative and artistic prints. Mr Shapero is a well-known and established international dealer in rare books and maps. He developed his expertise from an initial focus on travel and illustrated books into a broad spectrum of rare and collectible works.

The management of Shapero Rare Books has experience in acquiring large consignments of rare and historically important antiquarian books for sale to an international client base. The business has operated since 1996 from its current leasehold premises in St George Street, Mayfair, London.

Scholium Trading

Scholium Trading acquires and trades in the wider market for rare and collectible goods alongside other specialist dealers.

South Kensington Books and Ultimate Library

South Kensington Books is the current trading name of a bookshop that has been operating from leasehold premises in Thurloe Street, South Kensington, London for several decades and which specialises in books valued at up to £150 in visual arts, architecture and photography.

Ultimate Library, which operates from the same premises, creates bespoke libraries on behalf of luxury hotels and resorts, and high-end personal residences around the world.

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					Yes
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached					No
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments					No
An event changing the breakdown of voting rights					No
Other (please specify):					No
3. Full name of person(s) subject to the notification obligation: iii		ISIS EP LLP
4. Full name of shareholder(s) (if different from 3.):iv		Baronsmead VCT plc      3.4% Baronsmead VCT 2 plc   3.4% Baronsmead VCT 3 plc   3.4% Baronsmead VCT 4 plc   3.4% Baronsmead VCT 5 plc   1.5%
5. Date of the transaction and date on which the threshold is crossed or reached: v		28/03/2014
6. Date on which issuer notified:		01/04/2014
7. Threshold(s) that is/are crossed or reached: vi, vii		15%

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

Direct xi

Indirect xii

Direct

Indirect

Ord GBP 1 GB00BJYS2173

2,000,000

15.1%

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

Nil

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

2,000,000

15.1%

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

ISIS EP LLP   Baronsmead VCT plc      3.4% Baronsmead VCT 2 plc   3.4% Baronsmead VCT 3 plc   3.4% Baronsmead VCT 4 plc   3.4% Baronsmead VCT 5 plc   1.5%   Registered in the name of Chase Nominees Ltd

Proxy Voting:

10. Name of the proxy holder:

ISIS EP LLP

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

N/A

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

N/A

13. Additional information:

14. Contact name:

Karen Huxley

15. Contact telephone number:

020 7506 5643

Scholium Group plc

(“Scholium”, the “Scholium Group” or the “Company”)

Directors’ Dealings

Scholium Group, a dealer in rare and antiquarian books and other works on paper, has received notice that Jasper Allen (Chairman of the Company) and Charles Sebag-Montefiore (Non-executive director of the Company) subscribed at £1.00 per share for 100,000 and 10,000 new ordinary shares, respectively, in the Company’s initial public offering, which completed this morning. Accordingly, Messrs Allen and Sebag-Montefiore are now interested in 100,000 and 10,000 ordinary shares of the Company, representing 0.76% and 0.08% of the issued share capital, respectively.

Enquiries

Scholium Group plc	c/o Redleaf Polhill
Philip Blackwell (Chief Executive Officer)	020  7382 4730
Simon Southwood (Finance Director)
WH Ireland Limited (NOMAD)	020 7220 1666
Chris Fielding
Nick Field
Whitman Howard Limited (Broker)	020 7087 4000
Ranald McGregor-Smith Niall Devins
Redleaf Polhill	020 7382 4730
Charlie Geller

 

Notes to Editors:

 

Background and history

Bookbank Limited, the principal subsidiary of the Scholium Group, was established by Philip Blackwell in March 2009 in order to trade in books in affiliation with other dealers.

 

Mr Blackwell had previously been the chief executive of Blackwell Limited, a distributor and retailer of new and antiquarian books. He was also a director of Blackwell Publishing (Holdings) Limited, an academic publishing business, until the sale of the latter for approximately £572 million in February 2007.

 

In May 2011, Bookbank Limited also extended its activities into book retailing, through a staged acquisition of the business which now trades as South Kensington Books. More recently, in October 2011, it further extended its activities into bespoke library creation, through the acquisition of Ultimate Library Limited, whose business was combined with that of South Kensington Books.

 

Shapero Rare Books

Shapero Rare Books, which was founded by its chief executive Bernard Shapero in 1979, is a dealer in rare and antiquarian books and works on paper, which includes maps of historic importance, vintage photographs and decorative and artistic prints. Mr Shapero is a well-known and established international dealer in rare books and maps. He developed his expertise from an initial focus on travel and illustrated books into a broad spectrum of rare and collectible works.

 

Mr Shapero was joined at Shapero Rare Books in 2007 by Pierre-Yves Guillemet, an experienced Eastern European and Russian books dealer, who had previously worked at the fine art and collectibles auctioneer, Christie’s.

 

Shapero Rare Books, which specialises in travel, natural history and Russian materials, has experience in acquiring large consignments of rare and historically important antiquarian books for sale to an international client base. The business has operated since 1996 from its current leasehold premises in St George Street, Mayfair, London.

 

Scholium Trading

The Directors have identified the opportunity for a well-funded dealer to develop interests, in affiliation with highly regarded specialist dealers, in trading at the high value end of the rare and collectible goods market.

 

Certain of the Directors and senior management of the Group have considerable experience in working alongside other dealers, in these markets.

 

South Kensington Books and Ultimate Library

South Kensington Books is the current trading name of a bookshop which has been operating from leasehold premises in Thurloe Street, South Kensington, London for several decades.

 

South Kensington Books, which specialises in books valued at up to £50 in visual arts, architecture and photography, caters to local professionals; visitors to the museums; Christie’s (South Kensington); interior designers; and affluent local residents. The bookshop has benefited from the recent pedestrianisation of the area.

 

Ultimate Library, which operates from the same premises, creates bespoke libraries on behalf of luxury hotels and resorts, and high-end personal residences around the world. Its customers include Aman Resorts, Four Seasons Hotels and Resorts, Six Senses Resorts and Spas, and the Savoy Hotel.

28^th March 2014

Scholium Group plc

(“Scholium”, the “Scholium Group” or the “Company”)

Admission to AIM and First Day of Dealings

Scholium Group, a dealer in rare and antiquarian books and other works on paper, is pleased to announce the admission of its ordinary shares (“Ordinary Shares”) to trading on AIM (“Admission”) and commencement of dealings in its Ordinary Shares.

Scholium is the holding company of a group of businesses involved primarily in the trading and retailing of rare and antiquarian books and works on paper to public institutions and collectors around the world.

Admission Details

• The Company raised £8 million via the placing of 8,000,000 ordinary shares (the “Placing”) at a placing price of 100 pence per share (the “Placing Price”).
• The total number of Ordinary Shares in issue at Admission is 13,200,235 giving Scholium a market capitalisation of approximately £13.2 million at the Placing Price.
• The net proceeds of the Placing will be used to increase the day-to-day trading stock of Shapero Rare Books; trade alongside other dealers in the wider rare and collectible goods market; and for general working capital purposes.
• The Ordinary Shares will trade under the ticker “SCHO” and the ISIN number is: GB00BJYS2173.
• WH Ireland is acting as Nominated Adviser and Whitman Howard is acting as broker to the Company.

Operational Highlights

• The Company’s directors (the “Directors”) estimate that the global market for fine art and collectibles is in excess of £5 billion per annum and the UK market for rare books amounts to in excess of £200 million per annum.
• In the year ended 31 March 2013, Shapero Rare Books generated revenue of approximately £5.38 million, comprising sales of approximately £5.23 million and commissions of approximately £0.15 million on trades on behalf of third parties of approximately £2.75 million. The average price of a book sold from own stock was approximately £6,100, with the highest value book sold for approximately £400,000.
• It is the Directors’ opinion that the performance of Shapero Rare Books is currently being constrained by the limited capital available to it. The Directors are confident that Shapero Rare Books is capable of increasing its stock and delivering a proportionate increase in sales of owned stock at a gross margin of approximately 37 per cent.
• Scholium has identified the opportunity for a well-funded dealer to develop interests, in affiliation with highly regarded specialist dealers, in trading at the high value end of the rare and collectible goods market. Certain of the Directors and senior management of the Scholium Group have considerable experience in working alongside other dealers, in these markets.

Philip Blackwell, Chief Executive Officer of Scholium commented:

“The strong level of support from both retail and institutional investors is testament to the strength of our business and our future prospects. The market for rare and collectible items is growing internationally alongside global wealth, and London is a key centre for this trade. The Placing and admission to AIM provides funds to increase our inventories, and allows us to take advantage of the attractive economics of the more general rare and collectibles market. High end dealers in this market have limited access to capital. We will now be in a fantastic position to trade alongside these established specialist dealers to find and acquire high value items and collections beyond the reach of their normal capacity. These works will be sold on to the customers of Scholium and its dealer partners.”

For further information regarding Scholium Group, please call:

Scholium GroupPhilip Blackwell, Chief Executive Officer Simon Southwood, Chief Financial Officer	c/o Redleaf Polhill+44 (0)20 7382 4730
Redleaf Polhill – PR adviserCharlie Geller / Dwight Burden	+44 (0)20 7382 4730
WH Ireland Ltd – Nominated AdviserChris Fielding / Nick Field	+44 (0)20 7220 1666
Whitman Howard Ltd – BrokerRanald McGregor-Smith / Niall Devins	+44 (0)20 7087 4550

Further information can also be found on the Company’s website at: www.scholiumgroup.com.

Notes to Editors:

Background and history

Bookbank Limited, the principal subsidiary of the Scholium Group, was established by Philip Blackwell in March 2009 in order to trade in books in affiliation with other dealers.

Mr Blackwell had previously been the chief executive of Blackwell Limited, a distributor and retailer of new and antiquarian books. He was also a director of Blackwell Publishing (Holdings) Limited, an academic publishing business, until the sale of the latter for approximately £572 million in February 2007.

In May 2011, Bookbank Limited also extended its activities into book retailing, through a staged acquisition of the business which now trades as South Kensington Books. More recently, in October 2011, it further extended its activities into bespoke library creation, through the acquisition of Ultimate Library Limited, whose business was combined with that of South Kensington Books.

Shapero Rare Books

Shapero Rare Books, which was founded by its chief executive Bernard Shapero in 1979, is a dealer in rare and antiquarian books and works on paper, which includes maps of historic importance, vintage photographs and decorative and artistic prints. Mr Shapero is a well-known and established international dealer in rare books and maps. He developed his expertise from an initial focus on travel and illustrated books into a broad spectrum of rare and collectible works.

Mr Shapero was joined at Shapero Rare Books in 2007 by Pierre-Yves Guillemet, an experienced Eastern European and Russian books dealer, who had previously worked at the fine art and collectibles auctioneer, Christie’s.

Shapero Rare Books, which specialises in travel, natural history and Russian materials, has experience in acquiring large consignments of rare and historically important antiquarian books for sale to an international client base. The business has operated since 1996 from its current leasehold premises in St George Street, Mayfair, London.

Scholium Trading

The Directors have identified the opportunity for a well-funded dealer to develop interests, in affiliation with highly regarded specialist dealers, in trading at the high value end of the rare and collectible goods market.

Certain of the Directors and senior management of the Group have considerable experience in working alongside other dealers, in these markets.

South Kensington Books and Ultimate Library

South Kensington Books is the current trading name of a bookshop which has been operating from leasehold premises in Thurloe Street, South Kensington, London for several decades.

South Kensington Books, which specialises in books valued at up to £50 in visual arts, architecture and photography, caters to local professionals; visitors to the museums; Christie’s (South Kensington); interior designers; and affluent local residents. The bookshop has benefited from the recent pedestrianisation of the area.

Ultimate Library, which operates from the same premises, creates bespoke libraries on behalf of luxury hotels and resorts, and high-end personal residences around the world. Its customers include Aman Resorts, Four Seasons Hotels and Resorts, Six Senses Resorts and Spas, and the Savoy Hotel.