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Disposal, Board Changes & Trading Update

Scholium Group plc

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

Disposal, Board Changes & Trading Update

9 February 2014

Proposed Disposal of South Kensington Operations and Board Changes

The Board is pleased to announce that, following a review of operations, it has agreed outline terms for the disposal of its South Kensington operations, South Kensington Books and Ultimate Library. South Kensington Books, which specialises principally in the retail of illustrated contemporary art, architecture and photography books, and Ultimate Library, which creates bespoke libraries on behalf of luxury hotels and resorts, and high-end residences, have become less related to the Group’s core businesses, Shapero Rare Books and Scholium Trading. A company controlled by Philip Blackwell, the current Chief Executive Officer, will acquire the South Kensington operations.

With effect from 30 March, 2015, Philip Blackwell will step aside as Chief Executive in order to focus his attention on the South Kensington operations. Jasper Allen, the Chairman, will act as Executive Chairman whilst a suitable executive is identified to additionally strengthen the board. Philip Blackwell will remain on the board as a non-executive director.

Terms of the Disposal

The agreed terms, which are subject to final contract, provide for cash consideration of £140,000, representing a premium of 15% to the value of the unaudited attributable net assets as at 31 December 2014.

In the year to 31 March 2014, these businesses generated turnover of £650,088 and a profit before taxation, after allocation of central costs, of £24,351. Completion of this sale is expected to take place on or around 30 April 2015 with full details to be confirmed in due course.

Trading Update

Shapero Rare Books

Whilst revenues to date have been steady, we have seen a slowdown in sales, particularly larger value, higher margin sales, to customers from countries that are subject to material political instability and sanctions. Although these clients do have the propensity to be very active in the Spring fairs which, as ever, have a significant impact on the Group’s expected full year performance, the Board considers that a continuation of current trends would make it unlikely that revenues for the full year would be materially ahead of last year.

Scholium Trading

Scholium Trading has been involved in a number of profitable, albeit smaller, transactions across various asset classes, including sculpture, coins, paintings, and ceramics. Nonetheless, we had been hopeful of concluding a significant transaction very recently. Unfortunately, the assets were deemed to be of national importance and export licences were not granted. As a result there will be a corresponding significant shortfall in anticipated revenue and profit.

South Kensington Operations

South Kensington Books and Ultimate Library have generated increased returns, although small in the context of the Group.

Outlook

As a result of the issues detailed above, the Board is no longer confident, notwithstanding that the Group’s most important trade fairs take place in the next two months, that Scholium will meet market expectations for the year ending 31st March 2015 and in the worst case could experience a substantial reduction in profitability

The balance sheet of the Group remains strong with no indebtedness, cash at 31st December 2014 of approximately £2.4 million and a net asset value (unaudited) at the same date of approximately £10.5 million, equating to approximately 77p per share. Notwithstanding disappointing year-to-date performance, the Directors remain confident in the high levels of quality stock built up in Shapero Rare Books and look forward to converting the positive experience gained in Scholium Trading to larger trades in the coming year.

Jasper Allen, Executive Chairman of the Group commented, “Despite the disappointing performance in the current year, the Group remains strong with healthy levels of cash and excellent stock. With a clear focus on Shapero Rare Books and Scholium Trading, we are working hard to secure larger transactions, which have a significant impact on profitability, and continue to have a positive outlook for the future of the Group.”

Scholium Group plcJasper Allen, ChairmanSimon Southwood, Chief Financial Officer +44 (0)20 7493 0876
WH Ireland Ltd – Nominated AdviserChris Fielding/Mark Leonard +44 (0)20 7220 1666
Whitman Howard Ltd – BrokerRanald McGregor-Smith / Niall Devins +44 (0)20 7087 4550

 

 

Dividend Timetable

Scholium Group plc

(“Scholium” or the “Company”)

Dividend Timetable

On 15 December 2014, Scholium announced that it would pay an interim dividend of 0.5p to shareholders on its register on 16 January 2015.  The Company’s shares will become ex-dividend on 15 January 2015 and payment will be made on 30 January 2015.

 

For further information, please contact:

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 / Mark Leonard

+44 (0)20 7220 1666

 

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (0)20 7087 4550

Trading Update | 02 May 2018

RNS Number : 8093M
Scholium Group PLC
02 May 2018
Scholium Group plc
Trading Update

 The Directors of Scholium Group plc (the “Group”) are pleased to provide an update on trading for the 12 months ended 31 March 2018.

 This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

 The Group has continued to make progress during the six months to 31 March 2018 and this progress is expected to result in a small profit for the year to 31 March 2018, compared to a loss of £224,000 in the prior year. This profit is achieved after absorbing all of the formation and start-up costs relating to our new division Mayfair Philatelic Auctions Limited.

 Trading in Shapero Rare Books showed a good improvement overall compared with the prior year, due partly to higher sales and partly to the cost savings implemented.

 Scholium Trading made a useful contribution albeit slightly below the previous year due to the timing of the sales of certain items delayed into the current financial year.

 Mayfair Philatelics had a successful first auction in March 2018 with gross sales of approximately £385,000. A further auction is planned for 6 and 7 June 2018.

 Finally, central costs were reduced by approximately £100,000 during the year.

 Scholium Group plc

  Jasper Allen, Chairman

  Peter Floyd, Chief Financial Officer +44 (0)20 7493 0876

 WH Ireland Ltd – Nominated Adviser

  Chris Fielding/Jessica Cave +44 (0)20 7220 1666

Notification Of Major Interest In Shares

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i

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

Scholium Group plc

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligationiv

Name

Peter Gyllenhammar

City and country of registered office (if applicable)

Stockholm, Sweden

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

Name

           Peter Gyllenhammar AB

The Union Discount Company of London Ltd

 

City and country of registered office (if applicable)

Stockholm, Sweden

5. Date on which the threshold was crossed or reachedvi:

11/10/2017

6. Date on which issuer notified (DD/MM/YYYY):

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

7.48%

7.48%

1,017,336

Position of previous notification (if

applicable)

6.56%

6.56%

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

1,017,336

7.48%

SUBTOTAL 8. A

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period 
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
xiv (please add additional rows as necessary)

X

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Peter Gyllenhammar

7.48%

7.48%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional informationxvi

Place of completion

Stockholm, Sweden

Date of completion

12/10/2017

Holding(s) in Company | 26 March 2018

TR-1: Standard form for notification of major holdings 

NOTIFICATION OF MAJOR HOLDINGS

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

Scholium Group plc

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligationiv

Name

Peter Gyllenhammar

City and country of registered office (if applicable)

Stockholm, Sweden

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

Name

Peter Gyllenhammar AB

The Union Discount Company of London Ltd

City and country of registered office (if applicable)

Stockholm, Sweden

5. Date on which the threshold was crossed or reachedvi:

23/3/2018

6. Date on which issuer notified (DD/MM/YYYY):

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

9.08%

9.08%

13,600,000

Position of previous notification (if

applicable)

8.90%

8.90%

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB00BJYS2173

1,234,836

9.08%

SUBTOTAL 8. A

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period 
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

 

 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
xiv (please add additional rows as necessary)

X

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Peter Gyllenhammar

9.08%

9.08%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional informationxvi

 

Place of completion

Stockholm, Sweden

Date of completion

23/3/2018

 

Holding(s) in Company | 22 March 2018

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS

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

Scholium Group plc

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligationiv

Name

Peter Gyllenhammar

City and country of registered office (if applicable)

Stockholm, Sweden

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

Name

Peter Gyllenhammar AB

The Union Discount Company of London Ltd

City and country of registered office (if applicable)

Stockholm, Sweden

5. Date on which the threshold was crossed or reachedvi:

21/3/2018

6. Date on which issuer notified (DD/MM/YYYY):

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

8.90%

8.90%

13,600,000

Position of previous notification (if

applicable)

7.48%

7.48%

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB00BJYS2173

1,209,836

8.90%

SUBTOTAL 8. A

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period 
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

 

 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
xiv (please add additional rows as necessary)

X

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Peter Gyllenhammar

8.90%

8.90%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional informationxvi

 

Place of completion

Stockholm, Sweden

Date of completion

21/3/2018

 

Holding(s) in Company | 20 March 2018

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS

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

Scholium Group PLC

 

LEI – 213800X174X5ARSGSN91

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligationiv

Name

R300 Fund Segregated Portfolio, a segregated portfolio of Rampart Capital SPC Ltd

City and country of registered office (if applicable)

George Town, Grand Cayman, Cayman Islands

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

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reachedvi:

16/03/2018

6. Date on which issuer notified (DD/MM/YYYY):

16/03/2018

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

4.21%

4.21%

573,000

Position of previous notification (if

applicable)

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB00BJYS2173

573000

4.21%

SUBTOTAL 8. A

573000

4.21%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period 
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
xiv (please add additional rows as necessary)

X

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Giles White 55%,

Jim Webb 22.5%

Ivo Fiennes 22.5%

as shareholders of Rampart Capital Cayman Ltd

4.21%

4.21%

Rampart Capital Cayman Ltd

4.21%

4.21%

Rampart Capital SPC Ltd

4.21%

4.21%

R300 Fund Segregated Portfolio, a segregated portfolio of Rampart Capital SPC Ltd

4.21%

4.21%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional informationxvi

Place of completion

London

Date of completion

19/03/2018



 

Director/PDMR Shareholding | 20 March 2018

The Company was informed on 16 March 2018 that 573,000 ordinary shares in the Company were sold on that day by Philip Blackwell, a Director of the Company, at £0.48 per share. Philip Blackwell is now interested in 1,528,042 ordinary shares in the Company, representing 11.24% of the Company’s issued share capital. 

Scholium Group plc

Jasper Allen, Chairman

 

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding

+44 (0)20 7220 1666

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Philip Basil Blackwell

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Scholium Group Plc

b)

LEI

213800X174X5ARSGSN91

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1p each

 

GB00BJYS2173

b)

Nature of the transaction

Sale of 573,000 ordinary shares

c)

Price(s) and volume(s)

 

Price(s)

Volume(s)

£0.48

573,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

573,000

£275,040.00

e)

Date of the transaction

16 March 2018

f)

Place of the transaction

London Stock Exchange, AIM

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

Director/PDMR Shareholding | 20 Dec 2017

Scholium Group plc (the “Company”) was notified yesterday that Temple Quay Trustee Limited, as Trustees for the Jasper Allen Pension Fund, disposed of 30,000 ordinary shares in Scholium Group plc at 50 pence per share.

As a result of the transaction, Jasper Allen will have a total beneficial interest in 72,000 ordinary shares, held through the Jasper Allen Pension Fund, representing in aggregate approximately 0.53% of the total voting rights of the Company.

For further information, please contact:

Scholium Group plc

Jasper Allen, Chairman

Peter Floyd, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Jessica Cave

+44 (020) 7220 1666

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Jasper Allen

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Scholium Group Plc

b)

LEI

213800X174X5ARSGSN91

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1p each

 

GB00BJYS2173

b)

Nature of the transaction

Sale of shares by Temple Quay Trustee Limited, as Trustees for the Jasper Allen Pension Fund

c)

Price(s) and volume(s)

 

Price(s)

Volume(s)

50p

30,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

30,000

£15,000

e)

Date of the transaction

19 December 2017

f)

Place of the transaction

London Stock Exchange, AIM