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RNS Number : 8054V

Studio Retail Group PLC

19 April 2021

19 April 2021

Studio Retail Group PLC

("SRG" or "the Group" or "the Company")

Sale of Findel Education Limited

Conclusion of strategic review and formal sale process

Record trading performance in FY21

Pro-forma core net cash position

On 8 December 2020, the Board of Directors of SRG (the "Board") announced that it had initiated a comprehensive review of all strategic options available to it in order to maximise value for all its shareholders (the "Strategic Review"). Having reviewed a number of options as part of the Strategic Review, including the disposal of a division and seeking offers for the Company pursuant to a formal sale process in accordance with the City Code on Takeovers and Mergers (the "Code") (the "Formal Sale Process"), the Company now concludes the Strategic Review with the sale of Findel Education Limited for a gross consideration of GBP30.0 million.

In addition, the Group provides an update on its record trading performance in the year to 26 March 2021 with adjusted PBT from continuing operations expected to be in the region of GBP48-50m, up 75% - 83% on GBP27.3m in FY20.

Overview of Strategic Review

During the course of the Strategic Review, the Company and its financial advisors contacted a significant number of parties to participate in the Formal Sale Process. Despite engaging extensively with many of these parties, discussions did not progress beyond receiving qualified, indicative and non-binding expressions of interest for the Company.

The Board received multiple offers to acquire the Group's educational resources business with the Company announcing separately today the sale of Findel Education to West Moorland 221 Limited, a newly formed company owned by investment funds managed by Endless LLP, for a gross consideration of GBP30 million on a debt free, cash free basis.

The exceptional trading performance this year of the Group's main business, Studio, proves the success of the online value retail and integrated financial services offer which has been enhanced over the last few years through the digital transformation and data analytics programme. The Board is confident in the Company's prospects and believes that greater value will be created for shareholders by now focusing the Group's resources on the pure-play Studio business, building on its strong momentum along with an improved financial position.

Studio will continue to build towards its medium-term goal of achieving revenue of GBP1 billion, through the following three levers for growth:

-- Attract more of our core customers who appreciate the affordability of Studio's VALUE proposition through building brand awareness and through enhanced use of data analytics for customer targeting and credit decisioning;

-- Extend the product range CHOICE for customers alongside a personalised financial service proposition, and digital CRM programmes to build spend per customer; and

-- Broaden the appeal of Studio to a wider customer base who are still seeking great value and flexible PAYMENT OPTIONS

These levers of growth are underpinned by the ongoing digital transformation and data analytics programme, alongside an even stronger focus on how Studio serves and treats its customers, as well as ensuring the business is sustainable and responsible for all stakeholders.

We plan to hold a capital markets day shortly after the publication of the Group's FY21 results, currently expected to be towards the end of June, to set out more details about the growth strategy that will drive the medium term goal of achieving revenue of GBP1 billion.

End of Formal Sale Process

Having concluded its Strategic Review, the Board therefore announces that the Company is no longer conducting a Formal Sales Process. As such, the Company has ceased to be in an "offer period" as defined in the Code. The disclosure requirements pursuant to Rule 8 of the Code are no longer applicable.

Trading update

Trading in the traditionally quieter final quarter was exceptionally strong. Product sales in Q4(1) were 88% ahead of prior year, with gross margin rates from product sales in this period 650bps higher than the equivalent period last year. This performance in Q4 contributed to product sales growth of 43% for the full year, with gross margin rates up 290bps year-on-year; a record breaking performance. Over the period, Government support was either repaid or not claimed and had no impact on profitability.

The business has seen a step-change in its active customer base this year. The total customer base of 2.5m is up 36%, with over 1.5m active credit account customers, up 15%. The proportion of sales coming from the Studio App, downloaded by over a million customers, has increased to over 25% during Q4. Notwithstanding the economic environment and the growth in new credit customers, the arrears profile of the credit receivables book has improved compared to the same point last year, with collections running well ahead of prior year.

Based on the unaudited draft results, the adjusted profit before tax from continuing operations for FY21 is expected to be in the region of GBP48-50m, up 75% - 83% on GBP27.3m in FY20. Guidance for FY22 will be given alongside the year-end results currently expected to be towards the end of June .

Eligible Receivables (2) at the year-end were GBP315m, approximately 20% up against prior year. In light of this growth, a further increase in the securitisation facility from GBP225m to GBP250m was agreed on 7 April. Drawings at the year-end were GBP225m (March 2020: GBP197.6m).

Core net debt (3) ended the year at approximately GBP27.6m (March 2020: GBP51.8m) implying that the committed headroom is GBP42.4m. As at 16 April 2021, following receipt of the net proceeds from the sale of Education and drawings under the increased securitisation facility, the Group has moved to a core net cash position (i.e. cash exceeded drawings on the Group's revolving credit facility).

The legacy defined benefit pension scheme has benefitted from favourable market conditions over the last year. Following the receipt of regular contributions from the Group of GBP5m in FY21, plus the GBP9m special contribution that will be made following the sale of Findel Education, the scheme is now in a strong surplus against its funding targets. The Group will look to work with the scheme's trustees to remove any liabilities arising from the Group's defined benefit pension scheme.

This step change in the Group's financial position as a result of the recent trading performance and sale of Findel Education will now allow Studio to evaluate a range of options to continue to grow the business and enhance shareholder value. We look forward to providing more detail at the upcoming full year results and capital markets day.

Paul Kendrick, Group CEO, commented:

"Studio has seen strong trading during the financial year ending 26 March 2021 whilst successfully managing the operational challenges of the pandemic, which, along with the sale of Findel Education, creates a step-change in our financial position. We start the new financial year from a position of focus and strength, with the growth in our customer base demonstrating the success of our leading online value retail and integrated financial services offer."

"I am hugely proud of all my Studio colleagues who have worked tirelessly throughout the year in order to deliver this trading performance. We will continue to support our colleagues to ensure their safety and wellbeing through these challenging times"

Notes:

(1) 13-week period ended 26 March 2021

(2) Eligible Receivables means the proportion of the trade receivables of Studio which are eligible to be funded in part from the securitisation facility. This is essentially customer accounts which are either up to date or one payment in arrears.

(3) Core net debt means drawings under the Group's revolving credit facility net of cash held by the Group.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Group by Stuart Caldwell, Group CFO .

Enquiries

Studio Retail Group plc +44 161 303 3465

Paul Kendrick, Group CEO

Stuart Caldwell, Group CFO

   Stifel Nicolaus Europe Limited (sole financial adviser)                      +44 20 7710 7600 

Matthew Blawat

Ashish Burman

Francis North

Tulchan Communications +44 20 753 4200

Sunni Chauhan

Stifel is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Group and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Group for providing the protections afforded to the customers of Stifel or for providing advice in relation to the matters described in this announcement.

Forward-Looking Statements

This document contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Group's control.

Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation, future revenues, economic performance, financial condition, and future prospects.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Studio Retail Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Neither SRG nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules), SRG is not under any obligation and SRG expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No Offer or Solicitation

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

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END

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April 19, 2021 02:00 ET (06:00 GMT)

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