공시 • 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. Board Change • Sep 17
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. 공시 • 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. Board Change • Mar 26
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. 공시 • 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. Board Change • Dec 21
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. Board Change • Oct 23
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 released: AU$0.036 loss per share (vs AU$0.034 loss in 1H 2022) 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 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 Shares are highly illiquid. Market cap is less than US$10m (AU$8.92m market cap, or US$5.73m). 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). Board Change • Aug 25
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. 공시 • 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. Board Change • Jul 06
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. 공시 • 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. 공시 • 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. Breakeven Date Change • May 16
Forecast to breakeven in 2024 The analyst covering Schrole Group expects the company to break even for the first time. New forecast suggests losses will reduce by 78% to 2023. The company is expected to make a profit of AU$400.0k in 2024. Average annual earnings growth of 127% is required to achieve expected profit on schedule. Reported Earnings • Mar 03
Full year 2022 earnings released: AU$0.054 loss per share (vs AU$0.084 loss in FY 2021) 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 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 21% per year, which means it is significantly lagging earnings. 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 02
Full year 2021 earnings: EPS in line with expectations, revenues disappoint 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%. Over the next year, revenue is forecast to grow 30%, compared to a 65% 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. 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. 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. 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 12% 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.