Annonce • Oct 01
Tes Aus Global Pty Limited completed the acquisition of Schrole Group Ltd (ASX:SCL). Tes Aus Global Pty Limited entered into scheme implementation deed to acquire Schrole Group Ltd (ASX:SCL) for AUD 17.4 million on June 16, 2024. A cash consideration valued at AUD 0.4852 per share will be paid by Tes Aus Global Pty Limited for 35,955,048 shares and 1,447,639 performance rights. The transaction is subject to approval by FIRB approval, court approval, approval of merger agreement by target board and approval of offer by target shareholders. The deal has been unanimously approved by the board. The expected completion of the transaction is around September, 2024. The transaction has been approved by Supreme Court of Western Australia.
Latimer Partners Pty Ltd acted as financial advisor for Schrole Group Ltd. Hamilton Locke Pty Ltd acted as legal advisor for Schrole Group Ltd. DLA Piper Australia Pty Ltd acted as legal advisor for Tes Aus Global Pty Limited. Computershare Investor Services Limited and Automic Pty Ltd. acted as registrar to Schrole Group.
Tes Aus Global Pty Limited completed the acquisition of Schrole Group Ltd (ASX:SCL) on September 30, 2024. New Risk • Sep 02
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -AU$340k This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-AU$340k free cash flow). Share price has been highly volatile over the past 3 months (56% average weekly change). Minor Risks Revenue is less than US$5m (AU$6.9m revenue, or US$4.7m). Market cap is less than US$100m (AU$17.3m market cap, or US$11.7m). Reported Earnings • Sep 02
First half 2024 earnings released: AU$0.004 loss per share (vs AU$0.035 loss in 1H 2023) First half 2024 results: AU$0.004 loss per share (improved from AU$0.035 loss in 1H 2023). Revenue: AU$3.43m (up 14% from 1H 2023). Net loss: AU$136.2k (loss narrowed 89% from 1H 2023). Over the last 3 years on average, earnings per share has increased by 23% per year but the company’s share price has only increased by 2% per year, which means it is significantly lagging earnings growth. Annonce • Jun 19
Tes Aus Global Pty Limited agreed to acquire Schrole Group Ltd (ASX:SCL) for AUD 17.4 million. Tes Aus Global Pty Limited entered into scheme implementation deed to acquire Schrole Group Ltd (ASX:SCL) for AUD 17.4 million on June 16, 2024. A cash consideration valued at AUD 0.4852 per share will be paid by Tes Aus Global Pty Limited for 35,955,048 shares and 1,447,639 performance rights. The transaction is subject to approval by FIRB approval, court approval, approval of merger agreement by target board and approval of offer by target shareholders. The deal has been unanimously approved by the board. The expected completion of the transaction is around September, 2024.
Latimer Partners Pty Ltd acted as financial advisor for Schrole Group Ltd. Hamilton Locke Pty Ltd acted as legal advisor for Schrole Group Ltd. DLA Piper Australia Pty Ltd acted as legal advisor for Tes Aus Global Pty Limited. Computershare Investor Services Limited and Automic Pty Ltd. acted as registrar to Schrole Group. Board Change • May 07
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 Caroline Brokvam was the last independent director to join the board, commencing their role in 2023. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Annonce • Mar 25
Schrole Group Ltd, Annual General Meeting, May 31, 2024 Schrole Group Ltd, Annual General Meeting, May 31, 2024. Agenda: To consider the re-election and appointment of directors. Reported Earnings • Feb 29
Full year 2023 earnings released: AU$0.06 loss per share (vs AU$0.054 loss in FY 2022) Full year 2023 results: AU$0.06 loss per share (further deteriorated from AU$0.054 loss in FY 2022). Revenue: AU$6.44m (up 10% from FY 2022). Net loss: AU$2.15m (loss widened 19% from FY 2022). Over the last 3 years on average, earnings per share has increased by 16% per year but the company’s share price has fallen by 36% per year, which means it is significantly lagging earnings. Board Change • Nov 20
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 Caroline Brokvam was the last independent director to join the board, commencing their role in 2023. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Reported Earnings • Sep 02
First half 2023 earnings: EPS and revenues miss analyst expectations First half 2023 results: AU$0.036 loss per share (further deteriorated from AU$0.034 loss in 1H 2022). Revenue: AU$2.99m (up 21% from 1H 2022). Net loss: AU$1.26m (loss widened 7.4% from 1H 2022). Revenue missed analyst estimates by 12%. Earnings per share (EPS) also missed analyst estimates by 198%. Revenue is forecast to grow 26% p.a. on average during the next 2 years, compared to a 16% growth forecast for the Software industry in Australia. Over the last 3 years on average, earnings per share has increased by 30% per year but the company’s share price has fallen by 38% per year, which means it is significantly lagging earnings. New Risk • Aug 29
New minor risk - Financial position The company has less than a year of cash runway based on its current free cash flow. Free cash flow: -AU$1.6m This is considered a minor risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (18% average weekly change). Market cap is less than US$10m (AU$8.92m market cap, or US$5.75m). Minor Risks Less than 1 year of cash runway based on current free cash flow (-AU$1.6m). Currently unprofitable and not forecast to become profitable next year (AU$2.2k net loss next year). Shareholders have been diluted in the past year (2.5% increase in shares outstanding). Revenue is less than US$5m (AU$6.4m revenue, or US$4.1m). Annonce • Aug 23
Schrole Group Ltd Announces Change of Company Secretary Schrole Group Ltd. announced the appointment of Mr. Jack Rosagro as Company Secretary with immediate effect. Jack Rosagro is a Fellow Member of Governance Institute of Australia. He has over 18 years of experience in capital markets, share registry, and governance. He is currently the Company Secretary to a number of ASX listed and private companies. The Company also confirms the resignation of Ms. Deborah Ho as Company Secretary. New Risk • Aug 02
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Australian stocks, typically moving 12% a week. This is considered a minor risk. Share price volatility indicates 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. It also 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. Currently, the following risks have been identified for the company: Major Risk Market cap is less than US$10m (AU$8.03m market cap, or US$5.25m). Minor Risks Share price has been volatile over the past 3 months (12% average weekly change). Shareholders have been diluted in the past year (2.5% increase in shares outstanding). Revenue is less than US$5m (AU$5.8m revenue, or US$3.8m). Board Change • Jul 05
Less than half of directors are independent There are 4 new directors who have joined the board in the last 3 years. Of these new board members, 2 were independent directors. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. 2 independent directors (3 non-independent directors). MD, CEO & Director Rob Graham is the most experienced director on the board, commencing their role in 2017. Independent Non-Executive Director Caroline Brokvam was the last independent director to join the board, commencing their role in 2023. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of experienced directors. Annonce • May 30
Schrole Group Ltd Approves the Election of Matt Adams and Caroline Brokvam as Director Schrole Group Ltd. at its annual general meeting held on 30 May 2023, approved the election of director-Matt Adams and Caroline Brokvam. Annonce • May 17
Schrole Group Ltd Announces Chief Financial Officer Changes Schrole Group Ltd. appointed Ms. Diana Shepherd as Chief Financial Officer (CFO) effective immediately. Ms. Shepherd, who will be based in Perth, takes over from Ms. Stephanie Syme, who will complete her tenure as Schrole's CFO after 3 years of valuable service to the Company. Ms. Shepherd's experience in finance and accounting spans more than 23 years across Australia and Europe. She joins Schrole from SGX-listed ComfortDelGro's Swan Taxis Group, where as Group Financial Controller she was responsible for overseeing and reporting on all commercial activities for the business and providing strategic advice and financial analysis to support business objectives for its Australian operations. Prior to this, Ms. Shepherd was Financial Controller and CFO for sealants and adhesives manufacturer, Soudal Pty Ltd, where she led, managed, and reported across all financial, commercial, and operations. Before moving to Australia, Ms. Shepherd worked in accounting management and auditing roles for Tier one firms PwC, Deloitte, and Sitel in her native Hungary. Ms. Shepherd is a Certified Public Accountant with CPA Australia and a Chartered Accountant through Chartered Accountants Hungary. She has a Bachelor of Commerce in Accounting and Finance from the University of Nyiregyhaza and a Master of Accounting and Finance from the University of Miskolc. Ms. Shepherd also has a Master of Professional Accounting and a Master of Business Administration from the Holmes Institute. Reported Earnings • Mar 03
Full year 2022 earnings: Revenues exceed analysts expectations while EPS lags behind Full year 2022 results: AU$0.054 loss per share (improved from AU$0.084 loss in FY 2021). Revenue: AU$5.84m (up 6.8% from FY 2021). Net loss: AU$1.81m (loss narrowed 26% from FY 2021). Revenue exceeded analyst estimates by 2.5%. Earnings per share (EPS) missed analyst estimates by 24%. Revenue is forecast to grow 24% p.a. on average during the next 2 years, compared to a 18% growth forecast for the Software industry in Australia. Over the last 3 years on average, earnings per share has increased by 29% per year but the company’s share price has fallen by 19% per year, which means it is significantly lagging earnings. Annonce • Dec 08
Schrole Group Ltd Announces Change of Company Secretary Schrole Group Ltd. advised the appointment of Ms Deborah Ho as company secretary. Ms Deborah Ho is an Associate Member of the Governance Institute of Australia. Ms Ho has over seven years of experience in company secretarial, corporate compliance and financial accounting matters. She has acted as Company Secretary to a number of ASX listed and private companies. The Company also confirms the resignation of Mr. Ben Donovan as company secretary. Reported Earnings • Aug 26
First half 2022 earnings: EPS and revenues miss analyst expectations First half 2022 results: AU$0.034 loss per share (down from AU$0.025 loss in 1H 2021). Revenue: AU$2.47m (down 9.1% from 1H 2021). Net loss: AU$1.18m (loss widened 67% from 1H 2021). Revenue missed analyst estimates by 12%. Earnings per share (EPS) also missed analyst estimates by 173%. Over the next year, revenue is forecast to grow 23%, compared to a 37% growth forecast for the Software industry in Australia. Over the last 3 years on average, earnings per share has increased by 30% per year but the company’s share price has fallen by 8% per year, which means it is significantly lagging earnings. Breakeven Date Change • Jul 29
No longer forecast to breakeven The analyst covering Schrole Group no longer expects the company to break even during the foreseeable future. The company was expected to make a profit of AU$200.0k in 2022. New forecast suggests the company will make a loss of AU$400.0k in 2023. 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 Jim King 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. Reported Earnings • Mar 01
Full year 2021 earnings: EPS exceeds analyst expectations while revenues lag behind Full year 2021 results: AU$0.002 loss per share (vs AU$0.002 loss in FY 2020). Revenue: AU$5.47m (down 11% from FY 2020). Net loss: AU$2.44m (loss widened 12% from FY 2020). Revenue missed analyst estimates by 11%. Earnings per share (EPS) exceeded analyst estimates by 70%. Over the next year, revenue is forecast to grow 30%, compared to a 30% growth forecast for the industry in Australia. Over the last 3 years on average, earnings per share has increased by 46% per year but the company’s share price has fallen by 12% per year, which means it is significantly lagging earnings. Annonce • Feb 24
Schrole Group Appoints Taj Chail as Commercial Director, Effective March 1, 2022 Schrole Group announced the key strategic hire of a new Commercial Director, Ms. Taj Chail. Ms. Chail (MBA and Bachelor of Commerce from Curtin University) has 12 years of experience in executivemanagement and 16 years in senior leadership positions with strategy and operational responsibility whichincludes sales and marketing, customer experience, and digital. She has marketing, sales, and/oroperational experience in Australia, Asia, North America, Latin America and UK. Ms. Chail has a strong track record across well-known national brands and global enterprise leaders. Inher role as Chief Marketing Officer at B2B enterprise solutions company, Acquire BPO. Ms. Chail commences her new role as Commercial Director on 1 March 2022. Annonce • Feb 22
Schrole Group Ltd Release Schrole Engage 1.0 ahead of Schedule Schrole Group Ltd. advised that Schrole Engage 1.0 has been released in February 2022, achieving a key milestone in developing and releasing an expanded Schrole HR product suite. The release of Schrole Engage 1.0 completes the release of the expanded Schrole HR SaaS product suite, ahead of time and within cost expectations. The Company is pleased to advise that initial demand for Schrole Engage is strong, with 43 schools currently in beta testing. "Schrole HR" is the Company's full HR product suite including Schrole Connect, Verify, Engage, Cover, Develop, Events. Schrole Engage 1.0 provides onboarding software for schools, streamlining the often-challenging process of data collection, verification, and review. Benefits of Schrole HR SaaS includes Enables additional cross and upsell opportunities supporting growth in sales and revenues, as evidenced by the Company's upgraded contact with the UAE school group. Potentially increases contract value and number of products per customer. Enables sales generation across the full calendar year, reducing historical reliance on the second half of the calendar year. Annonce • Nov 24
Schrole Group Ltd announced that it expects to receive CAD 2.5 million in funding Schrole Group Ltd announced a private placement of 250,000,000 common shares at a price of AUD 0.001 per share for gross proceeds of AUD 2,500,000 on November 23, 2021. The transaction will include participation from new and existing sophisticated and institutional investors. The transaction is expected to close on November 26, 2021. Board Change • Oct 22
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 Jim King 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. Recent Insider Transactions Derivative • Jul 20
MD, CEO & Director exercised options to buy AU$140k worth of stock. On the 15th of July, Robert Graham exercised options to buy 10m shares at a strike price of around AU$0.013, costing a total of AU$130k. This transaction amounted to 6.8% of their direct individual holding at the time of the trade. Since September 2020, Robert's direct individual holding has decreased from 216.87m shares to 146.87m. Company insiders have collectively bought AU$164k more than they sold, via options and on-market transactions, in the last 12 months. Annonce • Jul 15
Schrole Group Ltd Releases Schrole Connect 3.0 Schrole Group to report that it has released Schrole Connect 3.0, the first stage of the broader release of the Schrole HR SaaS suite. Schrole HR suite creates significant revenue growth opportunities. Schrole HR suite creates significant revenue growth opportunities. Through the second half of calendar year 2021, the Company intends to progressively release "Schrole HR", a range of integrated software modules to optimise Human Resources processes and provide online professional development for teachers and educational organisations. Schrole HR creates significant cross and upsell revenue growth opportunities, as evidenced by the Company's recently upgraded contact with the UAE school group (see ASX release, New Contract with UAE school group, dated 5 July 2021). Schrole is actively exploring further potential cross and upsell opportunities across its customer base, and with its strategic partner Faria, as it progressively releases Schrole HR. Schrole HR will integrate Schrole's current and new product offerings, to provide a full suite of 6 Human Resources Software-as-a-Service (SaaS) offerings, comprising Schrole Connect, Verify, Engage, Cover, Develop and Events. From 1 July 2021, Schrole intends to progressively release new and upgraded Schrole HR SaaS modules, including: Schrole Connect 3.0 released with new functionality and enhanced existing features. Schrole Events 1.0 is due for first release in 2H2021 and will provide regionalised online recruitment events including candidate to school SmartMatching and video interviews. Schrole Engage 1.0 - due for first release in 2H2021 and will provide contract management and onboarding software for schools. Schrole Connect 3.0 has been released with new and enhanced functionality. Connect 3.0 has a refreshed interface design, with an improved user experience, whilst maintaining user familiarity, as illustrated. Substantial new functionality includes: Online document approval and signing. Interview scheduling. Introduction of bulk actions. Flexibility in application tracking pathway. Custom emails. Enhanced (existing) features include: Candidate onboarding; school and candidate dashboards; notifications for schools, candidates and referees; view more candidate details; candidate blades (applicant tracking system quick action enhancements) and· custom search. Executive Departure • May 26
Independent Non-Executive Director has left the company On the 18th of May, Shaun Hardcastle's tenure as Independent Non-Executive Director ended after 3.6 years in the role. We don't have any record of a personal shareholding under Shaun's name. A total of 2 executives have left over the last 12 months. Annonce • Mar 12
Schrole Group Ltd Announces AUD 100,000 Contract with International School in Vietnam Schrole Group reported a new contract valued at USD 76,800 (AUD 100,000) to deliver Schrole Develop's Diploma of Leadership and Management to the International School of Ho Chi Minh City (ISHCMC), part of the global Cognita Group of 82 schools. Key Highlights: Schrole Develop sale increases ISHCMC contract value from AUD 20,000 to AUD 120,000; Validates upsell strategy throughout Schrole Community of circa 360 schools; ISHCMC now utilising 2 of Schrole's 4 key products; Significant potential for further sales to the Cognita Group of 82 schools; New Contract Schrole Develop. This contract validates Schrole's "land and expand" strategy of introducing clients to the Schrole Community. This supports the significant up-sell and cross-sell potential across Schrole's full product suite. ISHCMC is now utilizing 2 of Schrole's 4 key products, with an increase in contract value from AUD 20,000 to AUD 120,000. The Diploma of Leadership and Management program will be delivered fully online, utilising Schrole Develop's learning management system. The Diploma is globally scalable, given: Schrole's existing community of circa 360 international schools; Schrole Develop's proven online delivery capability; Course content contextualised for teachers in international schools. The new contract award represents significant potential for further sales to other schools across the Cognita Group, as well as the broader Schrole community of circa 360 schools. Schrole has commenced discussions to introduce Schrole's wider platform of 4 products to Cognita's 7,500 employees within 82 schools in Europe, Latin America, Middle East and Asia. Reported Earnings • Feb 28
Full year 2020 earnings released: AU$0.002 loss per share (vs AU$0.003 loss in FY 2019) The company reported a soft full year result with increased losses and weaker control over costs, although revenues improved. Full year 2020 results: Revenue: AU$6.14m (up 8.1% from FY 2019). Net loss: AU$2.18m (loss widened 11% from FY 2019). Over the last 3 years on average, earnings per share has increased by 91% per year but the company’s share price has fallen by 10% per year, which means it is significantly lagging earnings. Analyst Estimate Surprise Post Earnings • Feb 28
Revenue beats expectations Revenue exceeded analyst estimates by 4.1%. Over the next year, revenue is forecast to grow 17%, compared to a 23% growth forecast for the Software industry in Australia. Annonce • Oct 27
Schrole Group Appoints Guy Perkins as A Non-Executive Director Schrole Group announced that Guy Perkins has been appointed to the Board as a non-executive director. Mr. Perkins brings a breadth of highly relevant experience to the Schrole board having held roles at several start up, and ultimately very successful, Software as a Service (SaaS) companies. In 2015 Mr. Perkins was founding Director /strategic sales and business development of Spookfish Pty Ltd, a geospatial and 3D imagery business that was listed on ASX prior to being acquired by US-based Eagleview Technologies in 2018 with a valuation of AUD 122 million. Prior to Spookfish, Mr. Perkins held the role of Chief Operating Officer at NearMap Ltd. Mr. Perkins is currently a Non-Executive Director of Soar. Annonce • Jul 17
Schrole Group Ltd. announced that it has received AUD 5.015 million in funding from Faria Education Limited and other investors On July 10, 2020, Schrole Group Ltd. (ASX:SCL) closed the transaction. The company has issued 2,895,000 convertible notes for gross proceeds of AUD 2,895,000 and 66,750,757 shares for gross proceeds of AUD 707,558 in its second tranche. 