Announcement • Feb 11
Shin Bidco Limited's Cancellation of Admission to Trading of Share on AIM Expected on 15 February 2023 K3 Capital Group PLC and Shin Bidco Limited ("Bidco") announced that, at the Court Hearing held earlier February 10, 2023, the High Court made an order sanctioning the scheme of arrangement under Part 26 of the Companies Act 2006 (Scheme) by which the recommended cash acquisition of the issued and to be issued share capital of K3 by Bidco is being implemented. The Scheme will become effective upon the Scheme Court Order (duly sealed by the Court) being delivered to the Registrar of Companies, which is now expected to take place on 14 February 2023. The Scheme is therefore expected to become effective on 14 February 2023. Cancellation of admission to trading on AIM of K3 Shares By no later than 7.00 a.m. on 15 February 2023. Suspension of the K3 Shares from trading on AIM on 7.30 a.m. on 14 February 2023. Announcement • Jan 11
K3 Capital Group Shares to Cancel from AIM On January 5, 2023, the board of directors of K3 Capital Group PLC announced that it had published a circular (the "Scheme Document") in relation to the recommended Acquisition pursuant to which Shin Bidco Limited will acquire the entire issued and to be issued share capital of K3. The Scheme Document contains an expected timetable of principal events relating to the Scheme. The Scheme remains conditional on the approval of Scheme Shareholders at the Court Meeting, the approval by K3 Shareholders of the Resolutions to be proposed at the General Meeting and the satisfaction or waiver of the other Conditions (apart from the FCA Condition) set out in the Scheme Document, including the sanction of the Court. Now that the FCA Condition has been satisfied, a date has been fixed for the Scheme Court Hearing and the updated timetable. Suspension of K3 Shares from trading on AIM is expected 7.30 a.m. on February 14, 2023. Cancellation of admission to trading on AIM of K3 Shares expected by no later than 7.00 a.m. on February 15, 2023. Announcement • Dec 12
K3 Capital Group plc Provides Revenue Guidance for the Six-Month Period Ended 30 November 2022 K3 Capital Group PLC provided revenue guidance for the six-month period ended 30 November 2022. For the period, the company expecting to report revenues in the region of £42 million (2022: £31.2 million) delivering profits which are comfortably in line with the Board's expectations. Announcement • Dec 10
Sun Capital Partners Group VIII, LLC entered into an expression of interest to acquire K3 Capital Group PLC (AIM:K3C) for approximately £260 million. Sun Capital Partners Group VIII, LLC entered into an expression of interest to acquire K3 Capital Group PLC (AIM:K3C) for approximately £260 million on December 8, 2022. The offer price is 350 pence cash per K3 share. K3 Board has unanimously recommended the proposal. The proposal is subject to a number of pre-conditions, including the satisfactory completion of confirmatory due diligence. The K3 Board has formed a committee of independent members led by Ian Mattioli. Sun Capital is required to announce a firm intention to make an offer by no later than January 5, 2023.
Stuart Skinner, Stuart Ord, William Wickham and Tom Burrows Smith of Numis Securities Limited acted as financial adviser to K3 and Tim Richardson, William Marshall, Jon Harrison and Oliver Vaughan of Houlihan Lokey UK Limited acted as financial adviser to Sun Capital. Announcement • Dec 09
Sun Capital Partners in Advanced Talks to Buy K3 Capital K3 Capital Group PLC (AIM:K3C) said it was in advanced talks to sell itself to U.S. private-equity firm Sun Capital Partners Group in a deal valuing the British professional services firm at GBP 257.3 million ($314 million). Sun Capital Partners will pay 350 pence per K3 share in a possible cash proposal, a 16.6% premium to the company's last close on December 07, 2022. K3 Capital, which had received expressions of interest from multiple entities, said the other parties were no longer considering a possible offer for the company. The company may recommend Sun Capital's proposal unanimously should a firm intention be made, it said. Price Target Changed • Nov 16
Price target decreased to UK£3.43 Down from UK£3.86, the current price target is an average from 2 analysts. New target price is 22% above last closing price of UK£2.80. Stock is down 16% over the past year. The company posted earnings per share of UK£0.13 last year. Board Change • Nov 16
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. 5 non-independent directors. Independent Non-Executive Director Charlotte Stranner was the last independent director to join the board, commencing their role in 2020. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Announcement • Oct 12
K3 Capital Group PLC (AIM:K3C) acquired Michael Chamberlain & Co Ltd for £4.4 million. K3 Capital Group PLC (AIM:K3C) acquired Michael Chamberlain & Co Ltd for £4.4 million on October 11, 2022. Under the terms of agreement consideration includes an initial consideration of £3.3 million and an earnout consideration of £1.1 million payable over three years, satisfied through a combination of cash and shares at K3 Capital, subject to certain performance criteria being achieved. The initial consideration of £3.3 million will be satisfied through a draw down from the Company's existing banking facilities. The Michael Chamberlain & Co had turnover of c.£1.6 million and normalised EBITDA of c.£0.8 million in the year ended by April 30, 2022.
K3 Capital Group PLC (AIM:K3C) completed the acquisition of Michael Chamberlain & Co Ltd on October 11, 2022. Valuation Update With 7 Day Price Move • Oct 05
Investor sentiment improved over the past week After last week's 16% share price gain to UK£2.73, the stock trades at a trailing P/E ratio of 21x. Average forward P/E is 17x in the Professional Services industry in the United Kingdom. Total returns to shareholders of 95% over the past three years. Announcement • Sep 28
K3 Capital Group plc Recommends Final Dividend for the Year 2022, Expected to Be Payable on October 28, 2022 K3 Capital Group PLC recommended final dividend of 8.1 pence per share, resulting in a total dividend for the year of 12.1 pence (fiscal year 2021: 9.1 pence). The final dividend is expected to be paid on October 28, 2022 with a record date of October 7, 2022. Reported Earnings • Sep 27
Full year 2022 earnings: Revenues exceed analysts expectations while EPS lags behind Full year 2022 results: EPS: UK£0.13 (up from UK£0.079 in FY 2021). Revenue: UK£70.7m (up 50% from FY 2021). Net income: UK£9.54m (up 85% from FY 2021). Profit margin: 14% (up from 11% in FY 2021). The increase in margin was driven by higher revenue. Revenue exceeded analyst estimates by 4.7%. Earnings per share (EPS) missed analyst estimates by 39%. Revenue is forecast to grow 8.8% p.a. on average during the next 3 years, compared to a 6.7% growth forecast for the Professional Services industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 6% per year but the company’s share price has increased by 16% per year, which means it is tracking significantly ahead of earnings growth. Announcement • Sep 27
K3 Capital Group PLC, Annual General Meeting, Oct 25, 2022 K3 Capital Group PLC, Annual General Meeting, Oct 25, 2022, at 09:00 Coordinated Universal Time. Location: KBS House, 5 Springfield Court, Summerfield Road Belton United Kingdom Announcement • Sep 21
K3 Capital Group PLC to Report Fiscal Year 2022 Final Results on Sep 27, 2022 K3 Capital Group PLC announced that they will report fiscal year 2022 final results on Sep 27, 2022 Price Target Changed • Jul 13
Price target decreased to UK£3.86 Down from UK£4.65, the current price target is an average from 3 analysts. New target price is 53% above last closing price of UK£2.53. Stock is down 27% over the past year. The company is forecast to post earnings per share of UK£0.20 for next year compared to UK£0.079 last year. Major Estimate Revision • Jun 22
Consensus forecasts updated The consensus outlook for 2022 has been updated. 2022 revenue forecast increased from UK£60.4m to UK£67.5m. EPS estimate unchanged from UK£0.20 at last update. Professional Services industry in the United Kingdom expected to see average net income growth of 12% next year. Consensus price target of UK£4.41 unchanged from last update. Share price rose 3.0% to UK£2.60 over the past week. Announcement • Jun 21
K3 Capital Group PLC Provides Revenue Guidance for the Year Ended 31St May 2022 K3 Capital Group PLC announced revenue guidance for the year ended 31st May 2022. For the year, revenue is expected to increase by c.43% (c.18% organic) to c.£67.5 million (FY21: £47.2 million). Valuation Update With 7 Day Price Move • May 20
Investor sentiment improved over the past week After last week's 18% share price gain to UK£2.65, the stock trades at a forward P/E ratio of 12x. Average forward P/E is 20x in the Professional Services industry in the United Kingdom. Total returns to shareholders of 112% over the past three years. Board Change • Apr 27
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. 5 non-independent directors. Independent Non-Executive Director Charlotte Stranner was the last independent director to join the board, commencing their role in 2020. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Announcement • Apr 25
K3 Capital Group PLC Announces Appointment of Ian Symes as New Group Managing Director K3 Capital Group PLC announced the appointment of former ManpowerGroup Executive Vice President, Ian Symes, as its new Group Managing Director. Ian joins K3 from ManpowerGroup, where he was Executive Vice President and global leader of the Right Management brand. Ian joins K3 with extensive international experience having led businesses across Europe and North America. Ian will primarily be supporting the Group's CEO, John Rigby, in leading the operations of K3's expanding portfolio of businesses. Ian will join the operating Board of the Group, but for the avoidance of doubt, will not join the PLC Board. Announcement • Mar 03
K3 Capital Group PLC (AIM:K3C) agreed to acquire JE Consulting. K3 Capital Group PLC (AIM:K3C) acquired JE Consulting for up to £ 4.6 on March 1, 2022. K3 Capital will pay an initial consideration of £ 2.3 million, comprising £ 1.8 million in cash draw down of its existing facilities and the issue of 177,430 shares at a price of 313p each. The earnout payment of up to £ 2.3 million and the issue of 120,000 shares is payable over four years and is subject to certain performance milestones.
K3 Capital Group PLC (AIM:K3C) completed the acquisitions of JE Consulting for up to £ 4.6 on March 1, 2022. Upcoming Dividend • Feb 10
Upcoming dividend of UK£0.04 per share Eligible shareholders must have bought the stock before 17 February 2022. Payment date: 04 March 2022. Payout ratio is on the higher end at 93%, however this is supported by cash flows. Trailing yield: 3.9%. Lower than top quartile of British dividend payers (4.2%). Higher than average of industry peers (1.8%). Reported Earnings • Feb 09
First half 2022 earnings: Revenues exceed analysts expectations while EPS lags behind First half 2022 results: EPS: UK£0.049 (up from UK£0.017 in 1H 2021). Revenue: UK£31.2m (up 73% from 1H 2021). Net income: UK£3.51m (up 240% from 1H 2021). Profit margin: 11% (up from 5.7% in 1H 2021). The increase in margin was driven by higher revenue. Revenue exceeded analyst estimates by 2.3%. Earnings per share (EPS) missed analyst estimates by 46%. Over the next year, revenue is forecast to grow 6.4%, compared to a 11% growth forecast for the industry in the United Kingdom. Over the last 3 years on average, earnings per share has fallen by 11% per year but the company’s share price has increased by 9% per year, which means it is well ahead of earnings. Announcement • Feb 07
K3 Capital Group plc Recommends Interim Dividend, Payable on 4 March 2022 K3 Capital Group PLC announced that the Board is recommending a 4.0 pence interim dividend per share (FY21: 3.0 pence). The interim dividend will be paid on 4 March 2022; the record date is 18 February 2022; the ex-dividend date is 17 February 2022. Major Estimate Revision • Dec 16
Consensus forecasts updated The consensus outlook for 2022 has been updated. 2022 revenue forecast increased from UK£56.8m to UK£59.5m. EPS estimate fell from UK£0.20 to UK£0.15 per share. Net income forecast to grow 120% next year vs 38% growth forecast for Professional Services industry in the United Kingdom. Consensus price target down from UK£4.65 to UK£4.46. Share price rose 4.5% to UK£3.48 over the past week. Upcoming Dividend • Nov 11
Upcoming dividend of UK£0.061 per share Eligible shareholders must have bought the stock before 18 November 2021. Payment date: 30 November 2021. Trailing yield: 2.7%. Lower than top quartile of British dividend payers (4.1%). Higher than average of industry peers (1.6%). Reported Earnings • Nov 03
Full year 2021 earnings released: EPS UK£0.079 (vs UK£0.12 in FY 2020) The company reported a decent full year result with improved revenues, although earnings and profit margins were weaker. Full year 2021 results: Revenue: UK£47.2m (up 215% from FY 2020). Net income: UK£5.17m (down 1.1% from FY 2020). Profit margin: 11% (down from 35% in FY 2020). The decrease in margin was driven by higher expenses. Over the last 3 years on average, earnings per share has fallen by 16% per year but the company’s share price has increased by 6% per year, which means it is well ahead of earnings. Announcement • Jun 15
K3 Capital Group plc Provides Revenue Guidance for the Year May 31, 2021 K3 Capital Group PLC provides revenue guidance for the year May 31, 2021. The Group expects to report revenues for the full year to 31 May 2021 of approximately £46.0 million. Announcement • Apr 15
K3 Capital Group PLC Provides Earnings Guidance for the Year Ending 31 May 2021 K3 Capital Group PLC provided earnings guidance for the year ending 31 May 2021. For the period, The company anticipates the result to be significantly ahead of revised consensus market expectations, with revenue expected to be in the region of £45 million. Price Target Changed • Apr 15
Price target increased to UK£3.53 Up from UK£3.27, the current price target is an average from 2 analysts. New target price is approximately in line with last closing price of UK£3.38. Stock is up 92% over the past year. Major Estimate Revision • Apr 15
Consensus revenue estimates increase to UK£45.0m The consensus outlook for revenues in 2021 has improved. 2021 revenue forecast increased from UK£39.4m to UK£45.0m. EPS estimate increased from UK£0.084 to UK£0.09 per share. Net income forecast to grow 73% next year vs 20% growth forecast for Professional Services industry in the United Kingdom. Consensus price target up from UK£3.03 to UK£3.27. Share price rose 13% to UK£3.38 over the past week. Recent Insider Transactions Derivative • Mar 18
Key Executive exercised options and sold UK£109k worth of stock On the 16th of March, Andrew Melbourne exercised 54k options at a strike price of around UK£0.95 and sold these shares for an average price of UK£2.95 per share. This trade did not impact their existing holding. Since June 2020, Andrew has owned 464.80k shares directly. Company insiders have collectively sold UK£99k more than they bought, via options and on-market transactions in the last 12 months. Is New 90 Day High Low • Mar 04
New 90-day high: UK£3.00 The company is up 37% from its price of UK£2.19 on 04 December 2020. The British market is up 4.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Professional Services industry, which is down 4.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is UK£5.50 per share. Reported Earnings • Feb 19
First half 2021 earnings released: EPS UK£0.034 (vs UK£0.063 in 1H 2020) The company reported a decent first half result with improved revenues, although earnings and profit margins were weaker. First half 2021 results: Revenue: UK£17.8m (up 123% from 1H 2020). Net income: UK£2.10m (down 20% from 1H 2020). Profit margin: 12% (down from 33% in 1H 2020). Over the last 3 years on average, earnings per share has fallen by 4% per year but the company’s share price has increased by 7% per year, which means it is well ahead of earnings. Price Target Changed • Feb 17
Price target raised to UK£3.26 Up from UK£3.05, the current price target is an average from 2 analysts. The new target price is 16% above the current share price of UK£2.80. As of last close, the stock is up 13% over the past year. Is New 90 Day High Low • Feb 10
New 90-day high: UK£2.83 The company is up 67% from its price of UK£1.69 on 11 November 2020. The British market is up 6.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Professional Services industry, which is down 3.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is UK£5.36 per share. Announcement • Feb 03
K3 Capital Group PLC to Report First Half, 2021 Results on Feb 16, 2021 K3 Capital Group PLC announced that they will report first half, 2021 results on Feb 16, 2021 Announcement • Dec 01
K3 Capital Group plc Invests in A Joint Venture with Stephen Crossley and Set Up A New Company Market Mapping Limited K3 Capital Group PLC announced that it has entered into a joint venture arrangement to further expand its business services offering to SMEs, with further detail set out below. K3 embarked on an acquisition strategy in 2020 which resulted in the successful acquisitions of randd and Quantuma. As part of that process, the Company employed Stephen Crossley, an experienced specialist recruiter and head-hunter to 'market map' both the niche tax and the corporate recovery markets so that they could identify and make contact with the most appropriate targets. The company was so impressed with the service received and how effectively it unearthed the acquisition targets that K3 has now invested in a joint venture with Stephen Crossley and set up a new company Market Mapping Limited ('Market Mapping') to provide this service for UK, overseas and private equity companies looking to make off-market acquisitions in the UK SME market. Under the terms of the agreement K3 will own 40% of Market Mapping's issued share capital with an option to acquire the remaining 60% on 31 May 2024. Consideration for 40% of Market Mapping's issued share capital will be determined by certain financial performance hurdles as at 31 May 2024 and the balance of 20% payable by way of an earn out, also based on achieving certain financial performance over the three years ending 31 May 2025, 2026 and 2027. The 60% consideration, should the option be exercised, shall be payable through a mixture of cash and shares in the Company. Market Mapping commenced trading this month and has already secured its first assignment with a public company. Announcement • Nov 09
K3 Capital Group PLC Announces Completion of Integration Plan K3 Capital Group PLC announced that it has successfully completed the integrations of randd and Quantuma in line with management's 100-day integration plan. As part of this process, management have streamlined and consolidated certain Group functions such as finance, human resources and marketing, creating certain expected cost synergies in the process. Both businesses are performing well and the Company is already seeing cross-selling across the Group as well as healthy pipeline growth within the business divisions. Announcement • Sep 23
K3 Capital Group plc Announces Board Changes K3 Capital Group PLC announced a restructure to the Board, and welcomed Carl Jackson, the Chief Executive Officer of Quantuma, to the plc Board and also further strengthened and balanced the Non-Executive function of Board through the appointment of Charlotte Stranner, Stuart Lees' change to Non-Executive Director and the appointment of Martin Robinson as Senior Independent Director. Reported Earnings • Sep 23
Full year earnings released - EPS UK£0.12 Over the last 12 months the company has reported total profits of UK£5.22m, up 31% from the prior year. Total revenue was UK£15.0m over the last 12 months, up 11% from the prior year. Profit margins were 35%, which is higher than the 29% margin from last year. The increase in margin was driven by higher revenue. Announcement • Aug 04
K3 Capital Group PLC (AIM:K3C) agreed to acquire Assets of Quantuma LLP. K3 Capital Group PLC (AIM:K3C) agreed to acquire Assets of Quantuma LLP on August 3, 2020. As per terms of consideration, consideration will be cash and debt free. K3 Capital Group PLC will pay the initial consideration of £26.95 million will be satisfied through £20.22 million in cash from the K3 Capital Group PLC existing cash reserves and the issue of 4,492,667 Ordinary Shares at 1.50 pence per share and in addition to maximum combined earn outs of £15 million and an additional 645,513 growth shares. The earn out is split into three tranches, with the first tranche forecast to be £6.74 million payable over 3 years with mechanisms to increase or decrease subject to certain performance criteria. The first tranche is payable as to 60% cash and 40% shares across the next 3 financial years ending 31 May 2023. The second tranche of the earn-out is payable wholly in cash in each of the next three financial years, subject to certain threshold levels of normalized EBITDA having been achieved by Quantuma. The first and second earn out is capped at total £15 million. The third tranche of the earn out comprises 645,513 shares issued in K3 Capital Holdings Limited. For the financial year ended March 31, 2020, Quantuma LLP generated revenue of £23.19 million, EBITDA of £4.53 million and net assets of £6.39 million.
Carl Jackson as Executive Director and Charlotte Stranner as Independent Non-Executive Director. In addition to these Board appointments, Martin Robinson has been appointed as Senior Independent Director and Stuart Lees as Non-Executive Director. The Acquisition is expected to be immediately earnings enhancing. Jonny Franklin-Adams, Emily Watts, Charlie Beeson Tim Redfern and Richard Chambers of FinnCap Ltd acted as financial advisor to K3 Capital Group PLC. Announcement • Aug 03
K3 Capital Group PLC to Report Fiscal Year 2020 Results on Sep 22, 2020 K3 Capital Group PLC announced that they will report fiscal year 2020 results on Sep 22, 2020 Announcement • Jun 30
K3 Capital Group PLC has completed a Follow-on Equity Offering in the amount of £30.5 million. K3 Capital Group PLC has completed a Follow-on Equity Offering in the amount of £30.5 million.
Security Name: Ordinary Shares
Security Type: Common Stock
Securities Offered: 20,333,333
Price\Range: £1.5
Transaction Features: Regulation S; Subsequent Direct Listing 