Category Archives: AIM Rule 26

Trading Update & Management Changes

Scholium Group plc

Trading Update & Management Changes

5 April 2017

The board of Scholium Group plc (the “Group”) provides an update on trading for the twelve months to 31 March 2017 and announces a change in the Board of Directors.

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

Trading Update

There has been a demonstrable improvement in the trading of the Group in the second half year compared with the first half, with sales having increased by over 80%, albeit at a lower margin. This is in part due to a strong performance by Scholium Trading where we have seen success in the sale of some major items. Sales of antiquarian books and works on paper stabilised in the second half and are currently on an improving trend. This improvement in trading is expected to result in approximately breakeven for the Group in the second half of the financial year.

At the time of the interim announcement in November 2016, it was stated that annualised cost savings of £320,000 had been identified before new initiatives. These have now been implemented and the benefit of these savings, both at Group and subsidiary level, will be seen in the new financial year commencing 1 April 2017.

Separately, we are delighted that Shapero Rare Books has joined the Antiquarian Booksellers’ Association. The benefit is that the books and works on paper team will exhibit at several important new international book fairs which provide valuable access to this specialist market.

Board and other changes

On 4 April 2017 Mr Simon Southwood, Finance Director of the Group, notified the Board of his intention to stand down as a Director. He will continue to have responsibility for the preparation of the financial statements for the year ended 31 March 2017, seeing them to the end of the audit process and ensuring a smooth handover to his successor. The Board is grateful for his considerable assistance in recent years and wish him well in his new ventures.

Mr Peter Floyd (60) has agreed to join the Board of Scholium Group Plc as part-time Finance Director upon Mr. Southwood’s departure. He was formerly a Partner in the London Office of Price Waterhouse, Chief Financial Officer of the Fine Art Auction Group from 2002 to 2012 and Finance Director of Noble Investments (UK) Plc from 2012 to 2014. We look forward to welcoming him to the Board.

In addition, we are excited to announce that Mr Roddy Newlands, formerly Managing Director of Bloomsbury Auctions, has agreed to join the team at Shapero Rare Books as Head of English Literature where he will assist in the growth of new sales, cataloguing of items and ecommerce. Roddy’s specialism is in modern and first editions which currently represents a very significant and popular section of the market.

Rule 17 Disclosure

Peter John Laurence Floyd is or has been a director of the following companies in the last 5 years:

Company Name

Status

Noble Investments (UK) Limited

Past Director

The Fine Art Auction Group Limited

Past Director

Greenfield Auctions Limited

Past Director

Broadwell Associates Limited

Current Director

London Investment Property Syndicate Limited

Current Director

Solutionplanet Limited

Current Director

Timberfield Limited

Current Director

Bid For Wine (Uk) Limited

Past Director

Saltmark Limited

Past Director

Salehurst Trading Company Limited

Past Director

Baynton Road Limited

Past Director

Dnfa Auctions Limited

Past Director

The Fine Art Auction Group Limited

Past Director

Bloomsbury Auctions Clients Limited

Past Director

Dreweatts 1759 Limited

Past Director

Edgar Horns Limited

Past Director

Dnfa Limited

Past Director

Mallett At Bourdon House Limited

Past Director

Mallett & Son (Antiques) Limited

Past Director

Mallett Limited

Past Director

H.J.Hatfield & Sons Limited

Past Director

Mallett Overseas Limited

Past Director

Ely House Gallery Limited

Past Director

BCFLT Limited

Past Director

Peter Floyd was a director of BCFLT Limited which was dissolved via voluntary strike-off on 28 March 2017; all creditors were met in full. He was also a director of The Car Group plc which entered into liquidation on 12 November 2002 at which time approximately £23 million of debts were not met.

There are no other disclosures required in respect of Schedule 2 paragraph (g).

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/Nick Prowting

+44 (0)20 7220 1666

NOTIFICATION OF MAJOR INTEREST IN SHARES

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

X

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

City Asset Management Plc

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

CAM Nominees Ltd

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

16/05/2017

6. Date on which issuer notified:

16/05/2017

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

3%



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

530,469

530,469

0

0

GB00BJYS2173

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:

CAM Nominees Ltd

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

530,469

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

18/05/2017


13. Additional information:

14. Contact name:

Damien McConnell

15. Contact telephone number:

0207 324 2933

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

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

X

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

Peter Gyllenhammar

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

The Union Discount Company of London Ltd

Peter Gyllenhammar AB

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

16/05/2017

6. Date on which issuer notified:

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

From 1% to 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

Direct xi

Indirect xii

Direct

Indirect

Ordinary Shares GB00BJYS2173

 

210,867

 

 

210,867

 

741,336

741,336

5.45%

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

741,336

5.45%



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

 

Peter Gyllenhammar is the 100% owner of the following companies owning the shares in Scholium Group plc:

 

The Union Discount Company of London Ltd 

Peter Gyllenhammar AB                                                                     

 

Proxy Voting:

10. Name of the proxy holder:

N/A

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:

Peter Gyllenhammar

15. Contact telephone number:

0046 708 185244

AGM Notice and posting of results

Scholium Group plc

(“Scholium Group” or the “Company”)

AGM Notice and posting of results

 Scholium Group is pleased to announce that yesterday it posted copies of its Annual Report and Financial Statements for the year ended 31 March 2017 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 Wednesday, 20 September 2017 at 10:30 a.m. 

A copy of the Annual Report and Financial Statements for the year ended 31 March 2017 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

+44 (020) 7220 1666

SCHOLIUM GROUP’S SHAPERO RARE BOOKS SELLS 50% STAKE IN RUSSIAN STOCK

Scholium Group PLC on Tuesday said its subsidiary Shapero Rare Books Ltd has sold a 50% interest in its entire stock of Russian books, maps, prints and works on paper to PY Ltd.

PY is a company controlled by Pierre-Yves Guillemet, a former employee of Shapero.

The Russian stock had a cost and book value at March 31 of GBP1.0 million, and in the year ended on that date generated a contribution of around GBP15,000 to central costs.

The consideration comprises GBP250,000 payable on completion and a non-interest-bearing loan of GBP315,000 repayable from the sale of the Russian stock in the period to February 28, 2022. Any balance of the loan not repaid by then is to be repaid in cash in full by that date.

Scholium said it will retain ownership of 50% of the Russian stock, and will receive half the sale proceeds including a half share of the profit.

“We are delighted to have entered into this agreement with PY Ltd, which will enable us to redeploy part of our investment in the Russian stock into more buoyant parts of our business, whilst also retaining an interest in the profits which we are confident Pierre-Yves Guillemet will earn,” Chairman Jasper Allen said.

Trading update and establishment of a stamp auctioneering and retailing business

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

The Directors of Scholium are pleased to provide an update on trading in the first half of its year ending 31 March 2018 and are happy to announce the establishment of  a stamp auctioneering and retailing business.

Trading update

 Sales in the six months ended 30 September 2017 have continued to follow the improved trend experienced in the second half of the previous financial year ended 31 March 2017.

Results for the first half, which has traditionally been quieter than the second half, are therefore expected to show a return to modest profitability,  compared with a loss before taxation of c.£240,000 in the comparable period last year.

The Directors anticipate that the results for the six months ended 30 September 2017 will be released on 28 November 2017.

Mayfair Philatelics Limited ( “Mayfair” )

The Directors are also pleased to announce the incorporation of a new wholly owned subsidiary, Mayfair Philatelics Limited, to diversify the Group’s activities into the auctioneering and retailing of British, Commonwealth and World stamps.

They are further pleased to announce that the Group has recruited Messrs Tim Francis and Rick Warren as executive directors of  Mayfair. Messrs Francis and Warren, who have in aggregate over 80 years of philatelic dealing and auctioneering experience, founded Apex Philatelics Limited, a stamp auctioneering and retailing business, which was acquired by Noble Investments (UK) Plc and thereafter by Stanley Gibbons Group Plc. The Directors expect to recruit further philatelists to join the team in due course.

The Group has also acquired a significant portfolio of stamps, which the Directors expect to be sufficient to cover Mayfair’s auctioneering and dealing requirements for the foreseeable future.

Mayfair is expected to commence trading on 1 November 2017.

Jasper Allen, Chairman of Scholium, stated: “We are delighted to announce to shareholders that we have negotiated not only the recruitment into the Group of an experienced and specialist philatelist team, but also the acquisition of a highly desirable and significant portfolio of stamps on which to develop the business. We see great benefit in the establishment of a new revenue stream which diversifies the business but in a related field.

“We are also delighted to report that the upturn in trading reported in the second half last year has continued into this financial year”

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

 

 

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.

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