New Risk • Jan 29
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 09
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%). Recent Insider Transactions Derivative • Nov 05
Executive Director exercised options and sold UK£87k worth of stock On the 30th of October, Christopher J. Muir exercised options to acquire 68k shares at no cost and sold these for an average price of UK£1.27 per share. This trade did not impact their existing holding. Since March 2023, Christopher J. has owned 179.56k shares directly. Company insiders have collectively sold UK£381k more than they bought, via options and on-market transactions in the last 12 months. 공시 • 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. Reported Earnings • Oct 26
Full year 2023 earnings released: EPS: UK£0.13 (vs UK£0.36 in FY 2022) Full year 2023 results: EPS: UK£0.13 (down from UK£0.36 in FY 2022). Revenue: UK£325.9m (down 1.7% from FY 2022). Net income: UK£4.45m (down 67% from FY 2022). Profit margin: 1.4% (down from 4.1% in FY 2022). The decrease in margin was primarily driven by lower revenue. Revenue is forecast to grow 6.3% p.a. on average during the next 2 years, compared to a 5.4% growth forecast for the Specialty Retail industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 7% per year whereas the company’s share price has increased by 12% per year. 
