TIDMSJH
RNS Number : 5589R
St James House PLC
30 June 2020
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
30 June 2020
ST. JAMES HOUSE PLC
("SJH", the "Group" or the "Company")
Trading & Financing Update
The Board of Directors of the Company (the "Board") is pleased
to provide the following trading statement and update on recent
developments.
Trading Update
Payments Division
The payments division continues to improve especially in
non-card payments, EURO IBAN account openings, which have increased
a further 16% in the period 3 April 2020 to 17 June 2020, growth of
GBP accounts was 20%, in the same period; again the Board will be
able to present more meaningful data as growth patterns emerge in
the coming months.
In card payment services, in the period from 3 April to 17 June
we have deployed several upgrades to improve customer experience.
Prepaid Card Products have seen an uplift of 10% on card orders and
active customers have increased by 8%, further supported by a 35%
growth in spend volume across active users.
The merchant services team have continued the merchant approval
process with a broad range and list of suitable candidates having
applied for services from a range of medium to high-risk
industries.
We are continually monitoring performance and the impact of
COVID-19, which to date has had some impact when arranging meetings
with potential merchants however we expect client visits to return
to normal as the restrictions on movement and social distancing are
relaxed over the coming weeks.
Lottery Business
Overall, Prize Provision Services Ltd ("PPS") has been largely
unaffected by the COVID-19 pandemic. While there has been a small
decrease in the number of entries into the lotteries which PPS
administers, overall lotteries have been shown to be an extremely
robust form of fundraising in comparison to other popular
fundraising methods.
The robust nature of lottery fundraising has led to numerous
current and new clients contacting PPS to place greater focus on
lottery fundraising and the company expects to see an overall
increase in entries during the second half of 2020.
The overall number of lines played during June 2020 is on a par
with June 2019.
Group
For the year to 31 January, the Group had revenues of GBP952k
(unaudited). This compared to GBP938k (audited) for the previous
year. For the 3 months to 30 April 2020, Group revenues were
GBP329k (unaudited). As of 31 May 2020, cash balances available to
the Group (excluding client balances held by the Payments Divisions
and segregated funds held by PPS) were GBP120k (unaudited). Total
Group cash balances on 31 May 2020 were GBP1.06m (unaudited).
Astro Kings, the joint venture 5-a-side football centre located
in Nottingham, was temporarily closed on 20 March 2020 in line with
Government requirements. The venue partially reopened on 1 June
2020 as restrictions were eased and the facility will reopen fully
as and when the relaxation of social distancing restrictions allow
and the management are confident that they can operate in a safe
and responsible manner. The closure is not expected to have a
material impact on the Group.
Financing Update
Entry into a Convertible Loan Agreement
The company is to enter into an unsecured convertible loan note
agreement, for a total amount of GBP415,000 with a small number of
investors, some of whom are existing shareholders, which have the
following key terms (the "Convertible Loan Notes"):
-- Issued in multiples of GBP1.00;
-- A maturity date of 6 July 2023;
-- Convertible into the ordinary shares of 1 pence each in the
capital of SJH ("Ordinary Shares") at a price of 10 pence per
Ordinary Share at any date up to 6 July 2023;
-- Pay a coupon of 5 per cent per annum, which shall accrue
until conversion or redemption, and on conversion, may be converted
into Ordinary Shares on the same terms as set out above;
-- Are unsecured; and
-- Are not transferrable except in limited circumstances.
The subscribers for the Convertible Loan Notes have to make full
settlement of the amounts due by 6 July 2020, and any amounts
received in advance will accrue the coupon set out above from the
date of receipt of cleared funds.
Auxilum Investere
The Company has issued legal proceedings against Michael Peters
under his personal financial commitment to the Company in respect
of the continued failure of Auxilum Investere SJ Limited to provide
the contracted funds under the subscription of GBP500,000 at 30
pence per Ordinary Share announced on 31 January 2020 (the
"Subscription"), as well as actively pursuing recovery of the
monies due, and will update the market on any progress as
appropriate.
Capitalisation of Liabilities
Further to the announcement of 6 February 2020, the Company will
issue the 791,667 Ordinary Shares (described as the 366,667
Capitalisation Shares and 425,000 Fee Shares in the General Meeting
Circular of the same date) in settlement of certain liabilities
totalling GBP237,500, based on an issue price of 30 pence per
Ordinary Share (the "Capitalisation") on 6 July 2020. The
Capitalisation was intended to be undertaken alongside the
Subscription, both issues of Ordinary Shares being approved at the
General Meeting held on 28 February 2020 (the "GM").
Although the Subscription remains outstanding, The Board have
concluded that the other elements of the resolutions approved at
the GM should now be implemented (on the original terms) alongside
the issue of the Convertible Loan Notes. A copy of the General
Meeting Circular can be viewed on the Company's website at
https://sjhplc.com/regulatory-news/aim-26-rule/ to review full
details. Concurrent with the Capitalisation, the Company will also
issue 300,000 Ordinary Shares at 10 pence per share in settlement
of certain other liabilities (the "Further Capitalisation").
Related Party Transactions & PDMR Dealings
Included with in the subscriptions for the Convertible Loan
notes are the following:
-- GBP75,000 by First Hartford Trust, a family trust of Mr John
Botros, a subsidiary director, where his wife is a beneficiary;
-- GBP20,000 by Daniel Pym, a subsidiary director;
-- GBP20,000 by James Rose, a subsidiary director;
-- GBP5,000 by Roger Matthews, the Chairman;
-- GBP5,000 by Arno Rudolf, a Non-Executive Director; and
-- GBP5,000 by Tim Razzall, who was Chairman until 31 July 2019.
These subscriptions therefore constitute related party
transactions under the AIM Rules for Companies. The Board
(excluding Mr Matthews and Mr Rudolf) consider, having consulted
with Allenby Capital Limited, the Company's nominated adviser, that
the terms of these subscription are fair and reasonable insofar as
its shareholders are concerned.
Certain of the subscriptions for the Convertible Loan Notes and
issues of Ordinary Shares under the Capitalisation are dealings by
Person Discharging Managerial Responsibility ("PDMR") or Person
Closely Associated ("PCA") under the Market Abuse Regulation. Full
disclosures are made at the bottom of this announcement. GBP170,000
of the Convertible Loan Notes are being subscribed by persons who
are not defined as Related Parties under the AIM Rules for
Companies, PDMR or PCA.
Working Capital
Following the issue of the Convertible Loan Notes, the
Capitalisation and the Further Capitalisation, the Board are
satisfied that the Company has an adequate level of working capital
for the year to 31 January 2021, however, it will continue to be a
key area of focus during the current Covid-19 crisis.
Admission, Shareholdings & Total Voting Rights
An application will be made to admit to trading on AIM the new
Ordinary Shares issued under the Capitalisation and Further
Capitalisation on or around 6 July 2020 ("Admission"). Following
Admission, the Shareholdings of the Board and Significant
Shareholders (as defined in the AIM Rules for Companies) will be as
follows, to the best of the Company's knowledge:
Number of Percentage
Ordinary Shares of Ordinary
Shareholder Held Shares Held
Empire Global Management
Limited 500,000 11.88%
J M Malone(1) 458,972 10.91%
Phil Jackson(2) 415,650 9.88%
John Botros(3) 300,000 7.13%
Christian Russell 300,000 7.13%
James Rose(4) 298,921 7.10%
Lord Tim Razzall 142,965 3.40%
Roger Matthews(*) 41,667 0.99%
Graeme Paton(*) 41,667 0.99%
Arno Rudolf(*) 16,667 0.40%
Jacques Leuba(*) 13,333 0.32%
1. J M Malone is Mr Botros' wife. Includes 160,000 Ordinary
Shares held by Bluedale Corporate Limited, a company controlled by
Ms Malone and 42,736 Ordinary Shares held in trust by Ms Malone for
the adult children of her and Mr Botros. Post Change, it also
includes 210,000 Ordinary Shares held by First Hartford Trust, a
trust of which Ms Malone and the aforementioned adult children are
all beneficiaries.
2. Includes Ordinary Shares held by Moorhen Limited, a company
controlled by Mr Jackson and 33,333 Ordinary Shares, Post Changes,
to be held by Tilly Beazley, Mr Jackson's wife.
3. Includes 100,000 Ordinary Shares held by MDC Nominees
Limited, a company controlled by Mr Botros. Mr Botros is a
subsidiary director of the Group.
4. Includes Ordinary Shares held by Management Express Limited,
a company controlled by Mr Rose. Mr Rose is a subsidiary director
of the Group .
* Directors of the Company
On Admission, the Company will have 4,207,497 Ordinary Shares in
issue, each with one voting right. There are no shares held in
treasury. Therefore, the Company's total number of Ordinary Shares
and voting rights will be 4,207,497 and this figure may be used by
shareholders from Admission as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Extension of deadline for publication of audited accounts to
year to 31 December 2019
Due to the current COVID-19 outbreak, the Company will be unable
to post its annual audited accounts to shareholders for the year to
31 January 2020 by the 31 July 2020 deadline pursuant to AIM Rule
19. Further to the guidance provided by AIM Regulation in "Inside
AIM" on 26 March 2020, the Company requested an additional period
of up to three months to publish its annual audited accounts for
the year ended 31 January 2020. The Company has already received a
three-month extension to 31 October 2020 for the filing of their
accounts for the year to 31 January 2020 from Companies House. The
Company will provide monthly updates on the Group trading
performance prior to the publication of the audited annual report
and accounts for the year to 31 January 2020.
Graeme Paton, Chief Executive, commented, "This essential
injection of cash, when combined with the capitalisation of
liabilities, the stability of the lottery business and the steady
growth of the payments business means the outlook for the business
is positive despite the challenges all businesses have and continue
to face. We will continue to be prudent and focus on improving not
just the day to day business performance but also delivering long
term balance sheet improvements."
For further information, contact:
St. James House PLC
Roger Matthews
Website www.sjhplc.com 020 3655 5000
Allenby Capital Limited
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss 020 3328 5656
Links to PDMR and PCA Disclosures
http://www.rns-pdf.londonstockexchange.com/rns/5589R_1-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_2-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_3-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_4-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_5-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_6-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_7-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_8-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_9-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_10-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_11-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_12-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_13-2020-6-30.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5589R_14-2020-6-30.pdf
This information is provided by RNS, the news service of the
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END
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