New Risk • Jan 30
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 2.9% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Minor Risks Dividend is not well covered by earnings (113% payout ratio). Profit margins are more than 30% lower than last year (1.4% net profit margin). Shareholders have been diluted in the past year (2.9% increase in shares outstanding). Upcoming Dividend • Nov 10
Upcoming dividend of UK£0.10 per share at 5.4% yield Eligible shareholders must have bought the stock before 16 November 2023. Payment date: 15 December 2023. The company is paying out more than 100% of its profits but is generating plenty of cash to support the dividend. Trailing yield: 5.4%. Lower than top quartile of British dividend payers (6.4%). Higher than average of industry peers (3.4%). New Risk • Oct 26
New minor risk - Profit margin trend The company's profit margins are lower than last year and have reduced by more than 30%. Net profit margin: 1.4% Last year net profit margin: 4.1% This is considered a minor risk. A large drop in profit margin could indicate the company does not have strong competitive advantages or it is yet to establish itself and its core business. Even if it is a well established business, this may make it a much riskier investment than one that has a combination of proven competitive advantages and a stable or growing profit margin. Currently, the following risks have been identified for the company: Major Risk Share price has been highly volatile over the past 3 months (23% average weekly change). Minor Risks Unstable dividend paying track record with dividend experiencing an annual drop of over 20% in the past. Profit margins are more than 30% lower than last year (1.4% net profit margin). Anuncio • Oct 26
Poltronesofà S.p.A. reached an agreement to acquire ScS Group plc (LSE:SCS) for £95 million. Poltronesofà S.p.A. reached an agreement to acquire ScS Group plc (LSE:SCS) for £95 million on October 24, 2023. Under the terms of the Acquisition, ScS Shareholders will be entitled to receive: 280 pence for each ScS Share (the "Transaction Value"). The Transaction Value values ScS's entire issued and to be issued share capital at approximately £99,387,946 on a fully diluted basis. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. As a part of acquisition, Poltronesofà does not intend that there will be any material headcount reductions as a result of the Acquisition. Poltronesofà intends to finance the cash consideration payable to ScS Shareholders pursuant to the Acquisition from existing cash on Poltronesofà's balance sheet. Post completion of the acquisition, it is expected that, on the Effective Date, each non-executive ScS Director will resign with immediate effect. Poltronesofà does not intend to make material changes to places of business, or headquarters of ScS or to redeploy the fixed assets of ScS.
The Acquisition is conditional on, among other things: (i) approval by a majority in number of the ScS Shareholders who are present and vote, either in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent not less than 75 per cent. in value of the ScS Shares (or the relevant class or classes thereof) voted by those ScS Shareholders; (ii) the sanction of the Scheme by the Court; and (iii) satisfaction (or, where applicable, waiver) of the Conditions including the receipt of relevant regulatory approval from the FCA in respect of the Acquisition and approval of not less than 75 per cent. of the votes cast, either in person or by proxy, of the resolutions required to approve and implement the Scheme at the ScS General Meeting. The Acquisition is expected to become Effective in the first quarter of 2024, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix I to this Announcement. The Acquisition allows ScS Shareholders to realise their full investment in ScS for cash in the near-term at an attractive valuation, which recognises the quality of ScS's underlying business, cash resources and prospects under its refreshed strategy.
Patrick Castle, James Thomas, Iain Sexton and Ben Canning of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited acted as financial advisor to ScS in the transaction. Chris Emmerson and Giuseppe Pipitone of Goldman Sachs International, as financial adviser to Poltronesofà, is satisfied that sufficient resources are available to BidCo to enable it to satisfy in full the cash consideration payable to ScS Shareholders under the terms of the Acquisition. Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal adviser to Poltronesofà in connection with the Acquisition. Ward Hadaway LLP is acting as legal adviser to ScS in connection with the Acquisition. New Risk • Oct 25
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of British stocks, typically moving 24% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (24% average weekly change). Earnings are forecast to decline by an average of 16% per year for the foreseeable future. Minor Risk Unstable dividend paying track record with dividend experiencing an annual drop of over 20% in the past. Anuncio • Oct 25
FCA To Be Requested to Cancel the Listing of the ScS Group Shares from the Official List On, or Shortly After, the Effective Date The boards of Poltronesofà S.p.A. (Poltronesofà) and ScS Group plc (ScS) announced that they have reached agreement on the terms of a recommended cash offer by Cerezzola Limited ("BidCo"), a wholly-owned subsidiary of Poltronesofà, for the entire issued and to be issued share capital of ScS (the "Acquisition"). It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Prior to the Scheme becoming Effective, a request will be made by ScS to the London Stock Exchange to cancel the admission to trading in ScS Shares on its Main Market for listed securities to take effect on, or shortly after, the Effective Date and the FCA will be requested to cancel the listing of the ScS Shares from the Official List on, or shortly after, the Effective Date. On the Effective Date, share certificates in respect of ScS Shares will cease to be valid (and should be destroyed) and entitlements to ScS Shares held within the CREST system will be cancelled. As soon as practicable after the Effective Date and after the cancellation of the admission to trading in ScS Shares on the London Stock Exchange's Main Market for listed securities and the cancellation of the listing of the ScS Shares on the Official List, it is intended that ScS will be re-registered as a private limited company under the relevant provisions of the Companies Act. Valuation Update With 7 Day Price Move • Oct 24
Investor sentiment improves as stock rises 69% After last week's 69% share price gain to UK£2.71, the stock trades at a forward P/E ratio of 17x. Average forward P/E is 10x in the Specialty Retail industry in the United Kingdom. Total returns to shareholders of 57% over the past three years. Simply Wall St's valuation model estimates the intrinsic value at UK£4.36 per share. New Risk • Oct 18
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended January 2023. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risk Earnings have declined by 0.3% per year over the past 5 years. Minor Risks Latest financial reports are more than 6 months old (reported January 2023 fiscal period end). Unstable dividend paying track record with dividend experiencing an annual drop of over 20% in the past. Market cap is less than US$100m (UK£54.6m market cap, or US$66.5m). Anuncio • Jul 04
ScS Group plc Appoints of Mark Fleetwood as Chief Financial Officer ScS Group plc announced the appointment of Mark Fleetwood as Chief Financial Officer. He will join the Board of the Group and take up his role as CFO on 4 September 2023. Mark has significant retail and PLC experience. He most recently served a five-year term as CFO of END, the digital-led global fashion retailer based in the North East, where he supported the high-growth ambitions with revenue more than doubling to circa £220m. Prior to this, he was Corporate Finance Director at Grainger plc, the UK's largest listed residential landlord. Before Grainger, he held senior roles at N+1 Singer and Brewin Dolphin. Mark is a chartered accountant having qualified with KPMG in 2005. Chris Muir, the Group's incumbent CFO who notified the Board of his intention to step down in December 2022, will remain actively involved with the business as Executive Director to ensure an orderly transition and to oversee publication of the Group's Preliminary Results in October. Chris will remain available until late 2023, when he will step down from the Board and depart having served his 12-month notice. Upcoming Dividend • Apr 13
Upcoming dividend of UK£0.045 per share at 7.6% yield Eligible shareholders must have bought the stock before 20 April 2023. Payment date: 11 May 2023. Payout ratio is a comfortable 44% and this is well supported by cash flows. Trailing yield: 7.6%. Within top quartile of British dividend payers (5.9%). Higher than average of industry peers (2.9%). Reported Earnings • Mar 21
First half 2023 earnings released: UK£0.15 loss per share (vs UK£0.076 loss in 1H 2022) First half 2023 results: UK£0.15 loss per share (further deteriorated from UK£0.076 loss in 1H 2022). Revenue: UK£147.9m (up 2.6% from 1H 2022). Net loss: UK£5.20m (loss widened 81% from 1H 2022). Revenue is forecast to grow 4.1% p.a. on average during the next 3 years, compared to a 6.2% growth forecast for the Specialty Retail industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 22% per year but the company’s share price has only increased by 7% per year, which means it is significantly lagging earnings growth. Anuncio • Jan 12
ScS Group plc (LSE:SCS) acquired SNUG HQ from Snug Shack Limited for £0.87 million. ScS Group plc (LSE:SCS) acquired SNUG HQ from Snug Shack Limited for £0.87 million on January 10, 2023. This acquisition includes brand, domain names, website, intellectual property and stock of Snugsofa.com. Snug 53 employees will join into ScS Group as a part of acquisition.
ScS Group plc (LSE:SCS) completed the acquisition of SNUG HQ from Snug Shack Limited on January 10, 2023 Anuncio • Dec 02
ScS Group plc Announces Step Down of Chris Muir as Chief Financial Officer ScS Group plc announced that Chris Muir has notified the board of his intention to step down as chief financial officer. The process to identify a successor will commence immediately. Chris has a 12 month notice period and will remain with the business while a successor is identified and to facilitate a smooth handover. Buying Opportunity • Nov 30
Now 22% undervalued after recent price drop Over the last 90 days, the stock is down 3.8%. The fair value is estimated to be UK£1.95, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has been flat over the last 3 years. Earnings per share has grown by 10%. Board Change • Nov 16
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 4 non-independent directors. Independent Non-Executive Director Angela Luger was the last independent director to join the board, commencing their role in 2019. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Upcoming Dividend • Nov 03
Upcoming dividend of UK£0.09 per share Eligible shareholders must have bought the stock before 10 November 2022. Payment date: 09 December 2022. Payout ratio is a comfortable 37% and this is well supported by cash flows. Trailing yield: 8.9%. Within top quartile of British dividend payers (6.0%). Higher than average of industry peers (3.5%). Reported Earnings • Oct 12
Full year 2022 earnings released: EPS: UK£0.36 (vs UK£0.50 in FY 2021) Full year 2022 results: EPS: UK£0.36 (down from UK£0.50 in FY 2021). Revenue: UK£331.6m (up 6.8% from FY 2021). Net income: UK£13.6m (down 29% from FY 2021). Profit margin: 4.1% (down from 6.1% in FY 2021). The decrease in margin was driven by higher expenses. Revenue is forecast to grow 1.1% p.a. on average during the next 3 years, compared to a 5.3% growth forecast for the Specialty Retail industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 10% per year but the company’s share price has fallen by 18% per year, which means it is significantly lagging earnings. Anuncio • Sep 23
Scs Group plc Announces Board Changes ScS Group plc announced that John Walden will join the Board as Independent Non-Executive Director with effect from 1 March 2023. On joining, John will be Non-Executive Chair Designate and the intention is that he will become Non-Executive Chair of the Group on 30 November 2023 when Alan Smith retires. John is currently Non-Executive Chair of Motorpoint plc and SnowFox Topco Ltd, the Guernsey topco responsible for Yo Sushi and other sushi related business in the UK and North America. John has held a number of senior roles including Chair of Naked Wines and Chair of Holland & Barrett International. John was previously Executive Director at FTD Companies and CEO of Argos and its parent company Home Retail Group plc. Prior to this he held several senior roles with Best Buy Co. including Executive Vice President and President of the internet division. Anuncio • Aug 30
Carol Kavanagh Joins the Board as Non-Executive Director of ScS Group plc, Effect from 26 September 2022 ScS, announced that Carol Kavanagh will join the Board as Non-Executive Director with effect from 26 September 2022. On joining, Carol will also be appointed as a member of the Audit Committee, the Remuneration Committee and the Nomination Committee. Carol is a Non-Executive Director of Speedy Hire plc, where she is a member of the Remuneration Committee. She has over 20 years of experience working in senior public company human resources roles, including as Group HR Director for Travis Perkins from 2007 to 2020. It is also intended that Carol will succeed Angela Luger as Chair of the Remuneration Committee in March 2023 when Angela will be stepping down as the Remuneration Chair. Angela will continue in her role as Non-Executive Director of ScS and will remain on the Remuneration Committee, Audit Committee and Nomination Committee. Anuncio • Aug 04
ScS Group plc to Report Fiscal Year 2022 Results on Oct 11, 2022 ScS Group plc announced that they will report fiscal year 2022 results on Oct 11, 2022 Anuncio • Jun 20
ScS Group plc Announces Board Changes ScS announced that Andy Kemp has agreed to join the board as Non-Executive Director with effect from 1 February 2023. When Andy joins, he will also be appointed as a member of the Audit Committee, the Remuneration Committee and the Nomination Committee. Andy is a Non-Executive Director of The Berkeley Group Holdings plc, where he is a member of the Audit Committee and the Chairman of the Remuneration Committee. Andy was the former Chairman of PwC's Non-Executive Director advisory programme and previously sat on PwC's Audit and Risk Assurance executive board. It is also intended that Andy will succeed Ron McMillan as Chairman of the Audit Committee in late 2023 when Ron will be stepping down from the board having completed nine years as a board member. Board Change • Apr 27
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 3 non-independent directors. Independent Non-Executive Director Angela Luger was the last independent director to join the board, commencing their role in 2019. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Upcoming Dividend • Apr 14
Upcoming dividend of UK£0.045 per share Eligible shareholders must have bought the stock before 21 April 2022. Payment date: 12 May 2022. The company is paying out more than 100% of its profits but is generating plenty of cash to support the dividend. Trailing yield: 5.8%. Within top quartile of British dividend payers (4.6%). Higher than average of industry peers (2.6%). Valuation Update With 7 Day Price Move • Mar 08
Investor sentiment deteriorated over the past week After last week's 21% share price decline to UK£1.57, the stock trades at a forward P/E ratio of 8x. Average forward P/E is 11x in the Specialty Retail industry in the United Kingdom. Total loss to shareholders of 26% over the past year. Simply Wall St's valuation model estimates the intrinsic value at UK£2.55 per share. Buying Opportunity • Feb 22
Now 24% undervalued after recent price drop Over the last 90 days, the stock is down 23%. The fair value is estimated to be UK£2.44, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 4.1% per annum over the last 3 years. The company has become profitable over the last year. Buying Opportunity • Jan 25
Now 20% undervalued after recent price drop Over the last 90 days, the stock is down 22%. The fair value is estimated to be UK£2.52, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 4.1% per annum over the last 3 years. The company has become profitable over the last year. Board Change • Dec 04
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 3 non-independent directors. Independent Non-Executive Director Angela Luger was the last independent director to join the board, commencing their role in 2019. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Upcoming Dividend • Nov 04
Upcoming dividend of UK£0.07 per share Eligible shareholders must have bought the stock before 11 November 2021. Payment date: 10 December 2021. Trailing yield: 3.6%. Lower than top quartile of British dividend payers (4.1%). Higher than average of industry peers (1.7%). Reported Earnings • Oct 06
Full year 2021 earnings released: EPS UK£0.50 (vs UK£0.058 loss in FY 2020) The company reported a strong full year result with improved earnings, revenues and profit margins. Full year 2021 results: Revenue: UK£310.6m (up 22% from FY 2020). Net income: UK£19.1m (up UK£21.3m from FY 2020). Profit margin: 6.1% (up from net loss in FY 2020). Over the last 3 years on average, earnings per share has increased by 8% per year whereas the company’s share price has increased by 7% per year. Board Change • Jul 28
Less than half of directors are independent Following the recent departure of a director, there are only 3 independent directors on the board. The company's board is composed of: 3 independent directors. 4 non-independent directors. Independent Non-Executive Director Angela Luger was the last independent director to join the board, commencing their role in 2019. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Upcoming Dividend • Jul 02
Upcoming dividend of UK£0.03 per share Eligible shareholders must have bought the stock before 08 July 2021. Payment date: 23 July 2021. Trailing yield: 2.0%. Lower than top quartile of British dividend payers (4.1%). Higher than average of industry peers (1.5%). Anuncio • Jun 16
ScS Group plc Provides Earnings Guidance for Fiscal 2021 ScS Group plc provided earnings guidance for fiscal 2021. The Board expects full year performance for fiscal 2021 to be ahead of market expectations. Valuation Update With 7 Day Price Move • Jun 16
Investor sentiment improved over the past week After last week's 17% share price gain to UK£3.01, the stock trades at a trailing P/E ratio of 9.1x. Average forward P/E is 23x in the Specialty Retail industry in the United Kingdom. Total returns to shareholders of 51% over the past three years. Reported Earnings • Mar 17
First half 2021 earnings released: EPS UK£0.38 (vs UK£0.014 loss in 1H 2020) The company reported a strong first half result with improved earnings, revenues and profit margins. First half 2021 results: Revenue: UK£173.9m (up 14% from 1H 2020). Net income: UK£14.2m (up UK£14.8m from 1H 2020). Profit margin: 8.2% (up from net loss in 1H 2020). Over the last 3 years on average, earnings per share has fallen by 22% per year but the company’s share price has increased by 4% per year, which means it is well ahead of earnings. Recent Insider Transactions • Mar 17
Corporate Services Director recently sold UK£85k worth of stock On the 16th of March, Marie Liston sold around 35k shares on-market at roughly UK£2.43 per share. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of UK£140k more than they bought in the last 12 months. Recent Insider Transactions • Feb 10
Logistics Director recently sold UK£75k worth of stock On the 8th of February, Gary Kemp sold around 36k shares on-market at roughly UK£2.08 per share. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of UK£55k more than they bought in the last 12 months. Anuncio • Jan 27
ScS Group plc to Report First Half, 2021 Results on Mar 16, 2021 ScS Group plc announced that they will report first half, 2021 results on Mar 16, 2021 Anuncio • Nov 25
ScS Group plc Announces Board Changes ScS Group plc Board announced the appointment of Steve Carson to the Board as Group CEO to lead ScS following David Knight's planned retirement next year. Steve will join the Group on 6 January 2021 for a period of handover before David leaves the Group in July 2021. Steve brings deep knowledge and experience in retail and leadership after an extensive career in the sector, most recently as Group Managing Director of Holland and Barrett. Prior to this, Steve held a number of roles at Home Retail Group plc (HRG), which owned a number of well-known brands such as Argos, Homebase and Habitat.