TIDMSJH
RNS Number : 8270R
St James House PLC
31 October 2019
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR).
St James House PLC
("SJH" or the "Company" or the "Group")
Half-Yearly Report for the period ended 31 July 2019 and Trading
Update
31 October 2019
Half-Yearly Report
For the half year to 31 July 2019 the Group incurred a loss
before tax of GBP1,296,000, all of which related to continuing
operations (H1 18: GBP668,000 loss) (year to 31 January 2019:
GBP2,755,000 loss).
The combined companies within the Payments Division have been
making progress in software development and roll out of new key
services.
The period to 31 July 2019 saw completion of IBAN account
software and testing with a small number of beta clients. The
process involved identifying suitable partners to work on both
regulatory and banking structures.
The period also saw the acquisition of Another Ops Limited
(subsequently renamed Market Access Limited), a prepaid card
issuing business and the integration of that business into the
merchant services business within our Payment Division.
The combined offering means the company can now provide merchant
services and settlement accounts to new and existing clients, as
well as offering those services as a stand-alone product set,
giving greater control and flexibility to our clients about how
they wish to receive and distribute receipts.
Underperformance in the foreign exchange space led to a
re-organisation, the departure of previous management with a
renewed focus on developing business in areas where our staff are
most experienced, in particular online gaming and other e-commerce
platforms.
The Group's lottery management business, Prize Provision
Services Limited ("PPSL") enjoyed a positive half year with the
addition of two well-known clients, Lincoln City Football Club and
Unite the Union, to the portfolio of managed lotteries.
In--- addition, in March 2019, the first scratch card client was
announced as the Bolton-based charity Families and Babies ordered
5,000 scratch cards.
Unite2Win, the lottery managed on behalf of the Unite the
Union's Benevolent Fund, resulted in total lines played increasing
by approximately one-third during the previous 12 months to
date.
During the six months to 31 July 2019, the Group announced a
number of organisational and structural changes which are detailed
at the end of the announcement.
Trading Update
In recent weeks we have seen a steady increase in cards issued,
despite the pre-paid card programme announced on 9 July 2019
remaining at zero cards in issue. The number of pre-paid cards
issued to date has fallen short of the figures mentioned in the
announcement of 17 September 2019 due to delays experienced by a
major client in commencing the project. No material level of cards
has been issued to this client to date, and the target date for the
full issue has been extended to the end of January. The uptake of
the new payment account service (as announced on 17 September 2019)
is promising, with a number of Euro accounts open and a handful of
beta clients about to begin testing U.K. format Sterling
accounts.
These accounts are linked via our technology to the An-Other
card, giving clients the opportunity to use them in a similar
fashion to a debit card, or to opt for fixed limits on balances
which require topping up as they run low.
While the Payment Division is making progress, it is much slower
than the Board had hoped. In particular, no merchant services are
currently being processed due to issues with the nature of traffic
from clients onboarded during July and August that remain in
progress. As a result, the Payment Division continues to be
lossmaking.
PPSL has continued to grow since the end of the half year and it
remains on course to deliver a positive contribution to the Group
during the second half of this financial year, however this is not
sufficient to offset the losses in the Payment Division.
The Board therefore does not currently expect an improvement on
the financial performance during the second half of the year and
the Group's working capital position remains constrained.
Roger Matthews
Chairman
For further information, contact:
St James House PLC 020 3655 5000
Roger Matthews, Chairman
Website www.sjhplc.com
Allenby Capital Limited (Nomad & Broker)
John Depasquale/Nick Harriss 020 3328 5656
Notes to editors:
St James House PLC (AIM: SJH) is an AIM quoted lottery,
software, gaming and leisure company.
SJH has a range of ecommerce products that suit all merchants'
and customers' needs enabling secure payments. The Company works
within both regulated frameworks and in regions where traditional
partners struggle to offer safe, secure services.
In addition, SJH operates the Weather Lottery, which has been in
operation since 2002 and the Company holds one of the limited
number of UK external lottery manager's licences. Over GBP5.4
million has been raised to date for good causes and the lottery has
paid over GBP4.9 million in prizes to winners.
SJH also has a joint venture agreement via Soccerdome Ltd
operating a five a side football complex in Nottingham.
CONDENSED CONSOLIDATED INCOME STATEMENT
6 month 6 month 12 month
Period ended Period ended Ended
31-Jul 31-Jul 31-Jan
2019 2018 2019
Notes (unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Continuing Operations:
Revenue 422 550 938
Cost of Sales (176) (124) (252)
--------------------------------- -------------------------------- -----------------------
Gross Profit 246 426 686
Administrative expenses (1,564) (1,093) (3,020)
Impairment of Intangible
assets - - (440)
Operating profit before exceptional
items (1,318) (666) (2,774)
(Finance expenses)/Interest
income 22 (2) 19
(Loss)/Profit before
taxation (1,296) (668) (2,755)
Taxation - - -
--------------------------------- -------------------------------- -----------------------
Profit for the period from
continuing operations (1,296) (668) (2,755)
Profit for the period from
discontinued operations 4 - 3,461 3,162
Revaluation of equity
investment - - (9)
Total comprehensive income (1,296) 2,793 398
--------------------------------- -------------------------------- -----------------------
PROFIT/(LOSS) PER SHARE
Basic (loss)/profit per
ordinary share 2 (0.42p) 1.05p 0.15p
--------------------------------- -------------------------------- -----------------------
Fully diluted (loss)/profit per
ordinary share (0.42p) 1.05p 0.15p
--------------------------------- -------------------------------- -----------------------
There are no recognised income or expenses other than the loss
for the period.
CONDENSED CONSOLIDATED BALANCE SHEET
As at As at As at
31-Jul 31-Jul 31-Jan
2019 2018 2019
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Notes
ASSETS
Non-current assets
Property, plant and
equipment 8 3 3
Goodwill 572 158 158
Intangible assets 1,174 1,762 1,009
10-year loan notes 1,725 2,000 1,722
------------------------------- ------------------------------- ---------------------
Investments in Equity
Instruments 213 222 213
------------------------------- ------------------------------- ---------------------
3,692 4,145 3,105
------------------------------- ------------------------------- ---------------------
Current assets
Trade and other
receivables 1,543 1,465 1,449
Cash and cash
equivalents 317 1,050 371
------------------------------- ------------------------------- ---------------------
1,860 2,515 1,820
------------------------------- ------------------------------- ---------------------
Total Assets 5,552 6,660 4,925
------------------------------- ------------------------------- ---------------------
LIABILITIES
Current liabilities
Trade and other
payables 2,891 1,212 1,858
Bank and other
borrowings 6 6 6
------------------------------- ------------------------------- ---------------------
2,897 1,218 1,864
Non-current
liabilities 590 - -
------------------------------- ------------------------------- ---------------------
3,487 1,218 1,864
------------------------------- ------------------------------- ---------------------
Total
Assets/(Liabilities) 2,065 5,442 3,061
------------------------------- ------------------------------- ---------------------
EQUITY
Capital and reserves attributable to equity holders
Called up share
capital 3 3,116 2,816 2,816
Share premium account 3,020 3,020 3,020
Merger reserve 999 999 999
Revaluation reserve 213 222 213
Retained earnings (5,283) (1,615) (3,987)
------------------------------- ------------------------------- ---------------------
Total equity 2,065 5,442 3,061
------------------------------- ------------------------------- ---------------------
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Merger Revaluation Retained
Capital Premium Reserve Reserve Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
February
2018 2,356 3,020 999 222 (4,408) 2,189
Issue of new
shares in
the
period 460 - - - - 460
Loss for the
period from
continuing
operations - - - - (668) (668)
Loss for the
period from
discontinued
operations - - - - (238) (238)
Exceptional
profit
on sale of
subsidiaries - - - - 3,699 3,699
---------------------------------- -------- -------- ------------ --------------------------------- ---------------------------------
Balance at
31
July 2018 2,816 3,020 999 222 (1,615) 5,442
Issue of new
shares in the - - - - -
period -
Share options
charge - - - - 14 14
Soccerdome -
revaluation - - (9) - (9)
Loss for the
period from - - - - -
continuing
operations -
Loss for the
period from - - - - -
discontinued
operations -
Balance at 31
January 2019 2,816 3,020 999 213 (3,987) 3,061
Issue of new
shares in
period 300 - - - - 300
Loss for the
period from
continuing
operations - - - - (1,296) (1,296)
Loss for the
period from - - -
discontinued
operations - - -
Balance at 31
July 2019 3,116 3,020 999 213 (5,283) 2,065
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
6 month 6 month 12 month
Period ended Period ended ended
31-Jul 31-Jul 31-Jan
2019 2018 2019
Notes (unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Net cash generated
from/ (used in)
continuing
operations 6 (71) (249) (1,104)
Interest and
financing costs (4) - (3)
Tax paid - - -
-------------------------------- ----------------------------------- -----------------------
Net cash (used by)/generated
from operating activities (75) (249) (1,107)
Net cash (used
by)/generated from
discontinued
operating
activities 6 - (852) (430)
-------------------------------- ----------------------------------- -----------------------
Net cash (outflow) from
operating activities (75) (1,101) (1,537)
Cash flow from
investing
activities:
Acquisition of
property plant and
equipment (1) - (1)
Purchase of
intangible assets (25) - (90)
Net cash on
acquisition/(disposal) of
subsidiary 45 - (152)
-------------------------------- ----------------------------------- -----------------------
Net cash (used in) investing
activities 19 - (243)
-------------------------------- ----------------------------------- -----------------------
Net cash from
financing activities - - -
-------------------------------- ----------------------------------- -----------------------
(Decrease)/increase in cash
and cash equivalents:
(Decrease)/increase in cash
and cash equivalents (56) (1,101) (1,780)
Cash and cash equivalents
at beginning of period 371 2,151 2,151
Cash and cash equivalents at
end of period 316 1,050 371
-------------------------------- ----------------------------------- -----------------------
Comprising of:
Cash and cash equivalents per
the balance sheet 316 1,050 371
Less:
Bank overdraft - - -
-------------------------------- ----------------------------------- -----------------------
Cash and cash
equivalents for
cash flow statement
purposes 316 1,050 371
-------------------------------- ----------------------------------- -----------------------
NOTES TO THE INTERIM FINANCIAL REPORT
1. Accounting policies
Basis of Accounting and Preparation
These interim results for the six months ended 31 July 2019 have
been prepared using the historical cost and fair value conventions
on the basis of the accounting policies set out below. This interim
report has been prepared in accordance with International Financial
Reporting Standards as adopted by the EU ("Adopted IFRSs"), it is
not in accordance with IAS 34 and therefore is not fully compliant
with IFRS.
These interim results have been prepared under the historical
cost convention. Areas where other bases are applied are identified
in the accounting policies below.
The financial information set out in this interim report does
not constitute statutory accounts as defined in the Companies Act
2006. The Company's statutory financial statements for the year
ended 31 January 2019 have been filed with the Registrar of
Companies. The auditor's report on those financial statements was
unqualified with a material uncertainty relating to going
concern.
This announcement contains certain forward-looking statements
with respect to the operations, performance and financial position
of the Group. By their nature, these statements involve uncertainty
since future events and circumstances can cause results and
developments to differ materially from those anticipated. The
forward-looking statements reflect knowledge and information
available at the date of the preparation of this announcement and
the Company undertakes no obligation to update these
forward-looking statements. Nothing in this Interim Financial
Report should be construed as a profit forecast.
The results for the six months ended 31 July 2019 were approved
by the Board on 29 January 2019.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 January and 31 July each year.
Control is achieved where the Company has the power to govern the
financial and operating policies so as to obtain benefits from its
activities.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
Where necessary, adjustments are made to the Financial
Statements of subsidiaries to bring the accounting policies used
into line with those used by the Group.
Business combinations
All business combinations are accounted for by applying the
acquisition method. Business combinations are accounted for using
the acquisition method as at the acquisition date, which is the
date on which control is transferred to the Group.
The Group measures goodwill at the acquisition date as:
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the
acquiree; plus
the fair value of the existing equity interest in the acquiree;
less
the net recognised amount (generally fair value) of the
identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is
recognised immediately in profit or loss.
Costs related to the acquisition, other than those associated
with the issue of debt or equity securities, are expensed as
incurred.
Any contingent consideration payable is recognised at fair value
at the acquisition date. If the contingent consideration is
classified as equity, it is not remeasured and settlement is
accounted for within equity. Otherwise, subsequent changes to the
fair value of the contingent consideration are recognised in profit
or loss.
Where fair values are estimated on a provisional basis they are
finalised within 12 months of acquisition with consequent changes
to the amount of goodwill.
Intra-group balances and transactions, and any unrealised income
and expenses arising from intra-group transactions, are eliminated.
Unrealised gains arising from transactions with equity-accounted
investees are eliminated against the investment to the extent of
the Group's interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
Intangible assets
Expenditure on research activities is recognised in the income
statement as an expense as incurred.
Expenditure on development activities is capitalised if the
product or process is technically and commercially feasible and the
Group intends to and has the technical ability and sufficient
resources to complete development, future economic benefits are
probable and if the Group can measure reliably the expenditure
attributable to the intangible asset during its development.
Development activities involve a plan or design for the production
of new or substantially improved products or processes. The
expenditure capitalised includes the cost of materials, direct
labour and an appropriate proportion of overheads and capitalised
borrowing costs. Other development expenditure is recognised in the
income statement as an expense as incurred. Capitalised development
expenditure is stated at cost less accumulated amortisation and
less accumulated impairment losses.
Expenditure on internally generated goodwill and brands is
recognised in the income statement as an expense as incurred.
Other intangible assets that are acquired by the Group are
stated at cost less accumulated amortisation and accumulated
impairment losses.
Amortisation is charged to the income statement on a
straight-line basis over the estimated useful lives of intangible
assets unless such lives are indefinite. Intangible assets with an
indefinite useful life and goodwill are systematically tested for
impairment at each balance sheet date. Other intangible assets are
amortised from the date they are available for use. The estimated
useful lives are as follows:
Licences, patents and trademarks 25 years
Software 3 to 10 years
Financial instruments
Financial assets and financial liabilities are recognised on the
Group's balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Goodwill
Goodwill arising on consolidation represents the excess cost of
acquisition over the Group's interest in the fair value of the
identifiable assets and liabilities of a subsidiary at the date of
acquisition. Goodwill is initially recognised as an asset and
reviewed for impairment at least annually. Any impairment is
recognised immediately in the income statement and is not
subsequently reviewed.
Goodwill is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash-generating units and is not
amortised but is tested annually for impairment. In respect of
equity accounted investees, the carrying amount of goodwill is
included in the carrying amount of the investment in the
investee.
Financial assets (including receivables)
In accordance with IFRS 9 impairment of financial assets is
based on an expected credit loss ('ECL') model. The ECL model
requires the Group to account for ECLs and changes in those ECLs at
each reporting date to reflect changes in credit risk since initial
recognition of the financial assets. Financial assets are impaired
where there is objective evidence that, as a result of one or more
events that occurred after the initial recognition of the financial
asset, the estimated future cash flows of the investment have been
affected, IFRS 9 also requires current and future events to be
considered when making an impairment assessment.
IFRS 9 requires the Group to measure the loss allowance for a
financial instrument at an amount equal to the lifetime ECLs if the
credit risk on that financial instrument has increased
significantly since initial recognition, or if the financial
instrument is a purchased or originated credit--impaired financial
asset.
However, if the credit risk on a financial instrument has not
increased significantly since initial recognition (except for a
purchased or originated credit--impaired financial asset), the
Group is required to measure the loss allowance for that financial
instrument at an amount equal to 12--months ECL. IFRS 9 also
requires a simplified approach for measuring the loss allowance at
an amount equal to lifetime ECL for trade receivables, contract
assets and lease receivables in certain circumstances.
The carrying amounts of the Group's non-financial assets, other
than investment property, inventories and deferred tax assets, are
reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, then the
asset's recoverable amount is estimated. For goodwill, and
intangible assets that have indefinite useful lives or that are not
yet available for use, the recoverable amount is estimated each
year at the same time.
The recoverable amount of an asset or cash-generating unit is
the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In
respect of other assets, impairment losses recognised in prior
periods are assessed at each reporting date for any indications
that the loss has decreased or no longer exists. An impairment loss
is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset's carrying amount does not exceed
the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been
recognised.
Revenue recognition
Revenue is recognised when the performance obligations have been
met:
-- Lottery business revenue represents takings received for
entry into the lottery prize draws. Revenue is recognised on the
date that the draw takes place. Revenue in relation to performance
obligations that are delivered over the life of a contract are
recognised on a pro rata basis.
-- Payment processing revenue represents the consideration
received or receivable from the merchants for services provided.
Key revenue streams the Company reports are transaction service
charges that relate to services provided to process transactions
between the customer and an acquiring bank, which is a bank that
accepts card payments from the card-issuing banks. Revenue is
recognised when the transactions are successfully processed and is
recognised per transaction. Process fees are charged per
transaction for providing gateway services.
-- Payment solutions revenue is recognised at the point when a chargeable transaction occurs.
Taxation
Tax on the profit or loss for the year comprises current and
deferred tax. Tax is recognised in the income statement except to
the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity.
Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted or
substantively enacted at the balance sheet date, and any adjustment
to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The following
temporary differences are not provided for: the initial recognition
of goodwill; the initial recognition of assets or liabilities that
affect neither accounting nor taxable profit other than in a
business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in
the foreseeable future. The amount of deferred tax provided is
based on the expected
manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively
enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the temporary difference can be utilised.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any recognised accumulated impairment
losses. Useful lives are reviewed annually by the Directors.
Where parts of an item of property, plant and equipment have
different useful lives, they are accounted for as separate items of
property, plant and equipment.
Depreciation is charged to the income statement on a
straight-line basis over the estimated useful lives of each part of
an item of property, plant and equipment. The estimated useful
lives are as follows:
-- office equipment 4 years
-- vehicles 5 years
Depreciation methods, useful lives and residual values are
reviewed at each balance sheet date.
Leased assets
Payments made under operating leases are recognised in the
income statement on a straight-line basis over the term of the
lease. Lease incentives received are recognised in the income
statement as an integral part of the total lease expense.
Financing income and expenses
Financing expenses comprise interest payable and finance charges
recognised in profit or loss using the effective interest method,
unwinding of the discount on provisions, and net foreign exchange
losses that are recognised in the income statement (see foreign
currency accounting policy. Financing income comprise interest
receivable on funds invested, dividend income, and net foreign
exchange gains.
Interest income and interest payable is recognised in profit or
loss as it accrues, using the effective interest method. Dividend
income is recognised in the income statement on the date the
entity's right to receive payments is established. Foreign currency
gains and losses are reported on a net basis.
Impairment of tangible and intangible assets excluding
goodwill
The carrying amounts of the Group's non-financial assets, other
than investment property, inventories and deferred tax assets, are
reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, then the
asset's recoverable amount is estimated. For goodwill, and
intangible assets that have indefinite useful lives or that are not
yet available for use, the recoverable amount is estimated each
year at the same time.
The recoverable amount of an asset or cash-generating unit is
the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In
respect of other assets, impairment losses recognised in prior
periods are assessed at each reporting date for any indications
that the loss has decreased or no longer exists. An impairment loss
is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset's carrying amount does not exceed
the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been
recognised.
Foreign currencies
The individual financial statements of each Group company are
prepared in the currency of the primary economic environment in
which it operates (its functional currency). For the purposes of
the consolidated financial statements, the results and financial
position of each Group company are expressed in Pounds Sterling,
which is the functional currency of the parent company, and the
presentational currency for the consolidated Financial
statements.
Transactions in foreign currencies are translated to the
respective functional currencies of Group entities at the foreign
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the
balance sheet date are retranslated to the functional currency at
the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the income
statement. Non-monetary assets and liabilities that are measured in
terms of historical cost in a foreign currency are translated using
the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currencies that are
stated at fair value are retranslated to the functional currency at
foreign exchange rates ruling at the dates the fair value was
determined.
Share based payments
Share-based payment arrangements in which the Group receives
goods or services as consideration for its own equity instruments
are accounted for as equity-settled share-based payment
transactions, regardless of how the equity instruments are obtained
by the Group.
The grant date fair value of share-based payment awards granted
to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the
employees become unconditionally entitled to the awards. The fair
value of the options granted is measured using an option valuation
model, taking into account the terms and conditions upon which the
options were granted. The amount recognised as an expense is
adjusted to reflect the actual number of awards for which the
related service and non-market vesting conditions are expected to
be met, such that the amount ultimately recognised as an expense is
based on the number of awards that do meet the related service and
non-market performance conditions at the vesting date. For
share-based payment awards with non-vesting conditions, the grant
date fair value of the share-based payment is measured to reflect
such conditions and there is no true-up for differences between
expected and actual outcomes.
Share-based payment transactions in which the Group receives
goods or services by incurring a liability to transfer cash or
other assets that is based on the price of the Group's equity
instruments are accounted for as cash-settled share-based payments.
The fair value of the amount payable to employees is recognised as
an expense, with a corresponding increase in liabilities, over the
period in which the employees become unconditionally entitled to
payment. The liability is remeasured at each balance sheet date and
at settlement date. Any changes in the fair value of the liability
are recognised as personnel expense in profit or loss.
Other than for business combinations, the only share based
payments of the Group are equity settled share options and certain
liability settlements. The Group has applied the requirements of
IFRS 2 - Share-based Payments.
For share options granted, an option pricing model is used to
estimate the fair value of each option at grant date. That fair
value is charged on a straight-line basis over the vesting period
as an expense in the income statement, with a corresponding
increase in equity.
For shares issued in settlement of fees and/or liabilities, the
Directors estimate the fair value of the shares at issue date and
that value is charged on a straight line basis as an expense in the
income statement (for fees) or reduction in the balance sheet
liability (for liabilities) with a corresponding increase in
equity.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call
deposits. Bank overdrafts that are repayable on demand and form an
integral part of the Group's cash management are included as a
component of cash and cash equivalents for the purpose only of the
cash flow statement.
Trade receivables
Trade receivables are measured at initial recognition at fair
value, and are subsequently measured at amortised cost using the
effective interest rate method. Appropriate allowances for
estimated irrecoverable amounts are recognised in profit and loss
when there is objective evidence that the asset is impaired. The
allowance recognised is measured as the difference between the
asset's carrying amount and the present value of estimated future
cash flows discounted at the effective interest rate compound at
initial recognition.
Trade receivables are stated at their nominal value as reduced
by appropriate allowances for estimated irrecoverable amounts.
Investments in debt and equity securities
Investments in debt and equity securities held by the Group are
classified as either fair value through profit or loss (FVTPL) or
fair value through other comprehensive income (FVTOCI) and are
stated at fair value. Any resultant gain or loss is recognised in
the Statement of Profit and Loss or directly in equity
respectively, except for impairment losses and, in the case of
monetary items such as debt securities, foreign exchange gains and
losses. When these investments are derecognised, the cumulative
gain or loss previously recognised directly in equity is recognised
in profit or loss.
In the prior year investments in equity securities were
classified as being available-for-sale and are stated at fair
value, with any resultant gain or loss being recognised directly in
equity (in the revaluation reserve), except for impairment losses
and, in the case of monetary items such as debt securities, foreign
exchange gains and losses. When these investments and derecognised,
the cumulative gain or loss previously recognised directly in
equity is recognised in profit or loss.
The Company has taken the exemption available to it under IFRS 9
not to restate the prior period figures.
Financial instruments held for trading or designated upon
initial recognition are stated at fair value, with any resultant
gain or loss recognised in profit or loss.
Investments in debt and equity securities whose fair value
cannot be reliably measured are stated at amortised cost less
impairment.
Financial liability and equity
Financial liabilities are classified according to the substance
of the contractual agreements entered into. An equity instrument is
any contract that evidences a residual interest in the assets of
the Group after deducting all of its liabilities. Equity
instruments are recognised at the amount of proceeds received net
of costs directly attributable to the transaction. To the extent
that those proceeds exceed the par value of the shares issued they
are credited to a share premium account.
Trade payables
Trade and other payables are recognised initially at fair value.
Subsequent to initial recognition they are measured at amortised
cost using the effective interest method.
Provisions
A provision is recognised in the balance sheet when the Group
has a present legal or constructive obligation as a result of a
past event, that can be reliably measured and it is probable that
an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects risks specific to
the liability.
2. Earnings per ordinary share
The calculation of basic earnings per share and diluted earnings
per share is based on the results and weighted average number of
ordinary shares as follows:
6 month 6 month 12 month
Period ended Period ended ended
31-Jul 31-Jul 31-Jan
2019 2018 2019
(unaudited) (unaudited) (audited)
Attributable to
equity GBP000's (1,296) 2,793 407
--------------------------------- ------------------------------- ----------
Weighted average
number of
ordinary shares:
Basic 3,115,830 2,654,163 2,734,996
--------------------------------- ------------------------------- ----------
On 31 January 2016 the Company issued GBP1.6m of 0% unsecured,
undated, convertible loan stock which converted into 400,000,000
Ordinary Shares and were allotted to loan stock holders on 7 June
2016 and were admitted to trading on AIM on 15 June 2016. The
shares were consideration for the acquisition of Emex (UK) Group
Limited, and the associated company, Freepaymaster Limited
(collectively, "Emex").
On 10 April 2017, the Company acquired all of the ordinary
shares in Timegrand Limited for GBP1,000,000 satisfied in full by
the issue of 500,000,000 ordinary shares of 0.1p nominal each in
the Company with a consideration value of 0.2p per share.
On 23 April 2018 new shares totalling 410,000,000 Ordinary
Shares of 0.1 pence each ("Ordinary Shares") were issued in
settlement of amounts invoiced from key management personnel. In
addition, 60,000,000 share options were granted to Directors and
key management.
On 9 May 2018 new shares totalling 50,000,000 Ordinary Shares of
0.1 pence each were issued in settlement of invoices for
consultancy fees totalling GBP50,000 from Nineteen Twelve
Management Limited, a company controlled by James Rose.
At a general meeting held on 30 July 2018, shareholders approved
the sale of Emex. As part of the terms of the disposal, the MDC
Nominees Limited Shares were to be issued, but due to the
suspension of trading in shares on the AIM market of St James House
plc at the time, these were not issued at the time of the disposal.
The Board approved the issue and allotment of the MDC Nominees
Limited Shares (as published 30 January 2019) and an application
was made to admit the MDC Nominees Limited Shares to trading on AIM
with effect from 21 February 2019.
In addition, on 21 February 2019, new shares totalling
200,000,230 Ordinary Shares of 0.1 pence each ("Ordinary Shares")
were issued in settlement of amounts owed:
1. 30,000,000 Ordinary Shares at a price of 0.1 pence per share
in settlement of invoices for director and consultancy fees
totalling GBP30,000 from RT Associates, a partnership controlled by
Lord Tim Razzall, a director of the Company, in relation to his
contracted services as Executive Chairman of the Company.
2. 20,000,000 Ordinary Shares at a price of 0.1 pence per share
in settlement of invoices for consultancy fees totalling GBP20,000
from FS Business Limited, a company controlled by Andrew Flitcroft,
the company secretary and a former director of the Company, in
relation to his contracted services as Finance Director and company
secretary of the Company.
3. 50,000,000 Ordinary Shares at a price of 0.1 pence per share
in settlement of salaried amounts outstanding totalling GBP50,000
for Cath McCormick, a director of the Company, in relation to her
contracted employment with the Company.
4. The Board agreed contractual terms with John Botros t/a St.
James Street Chambers in relation to the legal work involved in the
issues surrounding Net World Ltd and its impact on the delayed
audit of the Company (as announced on 30 January 2019) for a total
consideration of GBP100,000.23 (the "Legal Services"). The Board
and Mr Botros agreed to the issue of 100,000,230 Ordinary Shares at
a price of 0.1 pence per share in settlement of the invoice for the
Legal Services. John Botros is a director of a Group company.
3. Share capital
As at As at As at
31-Jul 31-Jul 31-Jan
2019 2018 2019
GBP'000 GBP'000 GBP'000
Issued and fully paid: 3,116 2,816 2,816
---------------------- --------------------------- ------------------
Following discussion with the Company's financial adviser, the
Board proposed a share restructuring, which was approved by the
Board on 4 March 2019.
The share capital restructuring consisted of a sub-division of
each Ordinary Share followed by a consolidation at a ratio of
1:1,000.
Each Ordinary Share of the Company was sub-divided into one new
ordinary share of 0.001 pence each ("Interim Ordinary Shares") and
one deferred share of 0.099 pence each ("Deferred Shares"),
followed by a consolidation of every 1,000 Interim Ordinary Shares
into one consolidated new ordinary share of 1 pence each ("New
Ordinary Shares"). Therefore, the existing 3,115,830,000 Ordinary
Shares became 3,115,830 New Ordinary Shares and 3,115,830,000
Deferred Shares (the "Restructuring"). Fractional entitlements
arising from the Restructuring were aggregated and sold in the
market for the benefit of the Company.
Following the Restructuring, there were 3,115,830 New Ordinary
Shares in issue, each with one voting right per share.
The Deferred Shares have no right to vote, attend or speak at
general meetings of the Company and have no right to receive any
dividend or other distribution and have only limited rights to
participate in any return of capital on a winding-up or liquidation
of the Company. No application was made to the London Stock
Exchange for admission of the Deferred Shares to trading on AIM.
There were 3,115,830,000 immediately following the
Restructuring.
The outstanding options over 60,000,000 Ordinary Shares
exercisable at 0.1 pence per Ordinary Share (as announced 24 April
2018) will be adjusted for the Restructuring to become option over
60,000 New Ordinary Shares, exercisable at 100 pence per share. The
life of the options remains unchanged at 5 years from 23 April
2018.
4. Profit and loss of discontinued operations
Period ended Period ended Period ended
31-Jul 31-Jul 31-Jan
2019 2018 2019
GBP'000 GBP'000 GBP'000
Revenue - 119 104
-
Cost of Sales - -
-
Gross Profit - 119 104
Administrative expenses - (357) (447)
Operating profit before exceptional
items - (238) (343)
-
Finance expenses/(interest income) - - -
(Loss) before and after taxation - (238) (343)
Gain on sale of discontinued operations - 3,699 3,505
Profit for the period from discontinued
operations - 3,461 3,162
--------------- ------------------------------- --------------------
5. Assets and liabilities acquired
On 23 May 2019, St James House plc completed the acquisition of
Another Ops Limited, trading as "another", whose website is
https://an-other.co.uk/ ("Another"). Another Ops Limited offer
prepaid payment card and merchant solutions which provide a
complementary product to the merchant, international payment and
foreign exchange services provided by the Company's Market Access
division.
5.1 Assets acquired and liabilities recognised at the date of
acquisition
Total
GBP'000
Current assets
Cash and cash equivalents 45
Trade and other receivables 47
Non-current assets
Office Equipment 4
Unpaid share capital (210)
Current liabilities
Trade and other payables (233)
Long-term liabilities (380)
(727)
==========
5.2 Goodwill arising on acquisition
Total
GBP
Consideration Transferred 726
Less: fair value of intangible
assets acquired (312)
Goodwill arising on acquisition 414
========
5.3 Net cash inflow on acquisition
Total
GBP
Consideration paid in cash -
Plus: cash and cash equivalent
balances acquired 45
------
45
======
6. Cash used in continuing operations
Period ended Period ended Period ended
31-Jul 31-Jul 31-Jan
2019 2018 2019
GBP'000 GBP'000 GBP'000
Profit/(Loss)
attributable to
equity holders (1,296) (668) (2,775)
Finance costs 4 2 3
Finance income (22) - (22)
Depreciation,
amortisation and
impairment 172 86 490
Impairment - 440
Share options charge - - 14
Decrease/(increase)
in debtors (95) (2,179) (3,087)
(Decrease)/increase
in creditors 1,033 2,510 3,813
---------------------------------- -------------------------------- -------------------------
Cash generated from/
(used in) continuing
operations (204) (249) (1,104)
---------------------------------- -------------------------------- -------------------------
7. Cash used in discontinued operations
Profit/(Loss) attributable to equity
holders - 3,461 3,162
Finance costs - - -
Finance income - - -
Depreciation, amortisation and impairment - 8 8
Gain on disposal of subsidiaries (3,699) (3,505)
Tax credit - - -
Decrease/(increase) in debtors - 762 1,573
(Decrease)/increase in creditors - (1,384) (1,668)
---- --------------------------------- -----------------------
-
-
Cash generated from/ (used in) discontinued
operations - (852) (430)
---- --------------------------------- -----------------------
Cashflow figures include changes in debtors and creditors as a
result of disposal of assets and derecognition of liabilities on
the disposal of Emex to MDC Nominees Limited.
8. Transactions with related parties
The transactions set out below took place between the Group and
certain related parties.
Lord E T Razzall
Lord E T Razzall, a director, charged the Group GBP20,754 (six
months ended Jul 2018: GBP12,000; twelve months ended Jan 2019:
GBP24,000) in the period, for directorship services provided, via
an entity trading as R T Associates. At the period end R T
Associates was owed GBPnil (Jul 2018: GBP1,400; Jan 2019:
GBP38,400).
In Feb 2019 R T Associates was issued 30,000,000 Ordinary
shares, at par, in payment of amounts invoiced to the Group.
Andrew J A Flitcroft
Andrew Flitcroft, a director of St James House Plc until Feb
2019 and Group Company Secretary, charged the Group GBP13,500 (six
months ended Jul 2018 GBP16,500; twelve months ended Jan 2019:
GBP33,000) in the period, for his services as a director, company
secretarial and consultancy services provided, via an entity FS
Business Limited. At the period end FS Business Limited was owed
GBP59,750 (Jul 2018: GBP33,650; Jan 2019: GBP67,550).
In Feb 2019 FS Business Limited was issued 20,000,000 Ordinary
shares, at par, in payment of amounts invoiced to the Group.
In April 2018 FS Business Limited was issued 10,000,000 Ordinary
shares, at par, in payment of amounts invoiced to the Group.
John M Botros
John M Botros is a director of Timegrand Limited, Soccerdome
Limited, Barrington Lewis Limited, Market Access Ops Limited and
company Secretary of Prize Provision Services Limited. He was also
director of Market Access Limited until April 2018 and was director
of the Emex companies for the entire period to their disposal from
the Group.
John Botros charged the Group GBP18,000 (six months ended Jul
2018 GBP16,500; twelve months ended Jan 2019: GBP395,000) in the
period, for directorship and company secretarial services provided,
via an entity Bluedale Corporate Limited ("BCL"). John Botros also
charged the Group GBPnil (six months ended Jul 2018 GBPnil; twelve
months ended Jan 2019 GBP4,874) for expenses incurred on the
Group's behalf via an entity St James Chambers.
At the period end BCL was owed GBP100,000.23 (Jul 2018 and Jan
2019: GBP100,000 of shares as specified in the purchase agreement
between St James House plc and MDC Nominees Limited, a company
owned by Mr Botros, for the purchase of Emexconsult Limited, Emex
Technologies Limited and Emex (UK) Group Limited on 30 July
2018).
At the end of the period St James Chambers was owed GBPnil (Jul
2018: GBPnil; Jan 2019: GBP nil).
The shares owed to BCL at year end were issued on 21 February
2019.
In Feb 2019 BCL was issued 100,000,023 shares, at par, in
payment of amounts invoiced to the Group by BCL.
In April 2018 BCL was issued 160,000,000 shares, at par, in
payment of amounts invoiced to the Group by BCL.
In April 2018 John Botros was issued 100,000,000 shares, at par,
in payment of amounts invoiced to the Group by BCL.
During the six months to Jul 2019, year BCL charged GBPnil for
services provided by Market Access Limited (six months ended Jul
2018 GBPnil; twelve months ended Jan 2019 GBP18,690). Included in
other payables an amount of GBPnil (six months ended Jul 2018
GBPnil; twelve months ended Jan 2019 GBP35,598) owed to BCL by
Market Access Limited.
Phillite D UK Limited
Included in trade debtors is an amount of GBP1,234,452 (Jul
2018: GBP1,501,456 and Jan 2019: GBP1,241,100) and GBPnil (Jul
2018: GBP 1,620,000 and Jan 2019: GBPnil) in other receivables due
from Phillite D UK Limited ("PDU"), a company in which John Botros
is a director and Phil Jackson is the person with significant
control.
PDU performed regulated services on behalf of the Group between
December 2014 and November 2016, which gave the Group the
regulatory authorisation to perform payment processing. The revenue
recognised and costs associated with this processing was reflected
within the parent company. From November 2016, the services that
PDU had previously provided to the Group were instead undertaken
within the Group by Emex Technologies Limited which obtained the
necessary Financial Conduct Authority licences in May 2016. The
amount due as at the end of 31 January 2019 relates to processing
fees due on this processing less amounts repaid.
During 2017, the Company launched a high value transfer service
facilitating transactions in excess of EUR10,000,000 for corporate
and individual customers ("HVTS"). The development of HVTS involved
investment by a number of organisations within the industry and the
Group expected to generate future revenues from this product as
part of its longer-term strategy. As part of this investment, the
Group provided GBP1,600,000 of working capital to PDU, and this
amount was repayable by PDU in the normal course of business. It
did not attract interest and was repayable on demand and was
reported within Trade Receivables in the balance sheet along with
other amounts owed by PDU.
HVTS was a product offered by Emexconsult Limited and Emex
Technologies Limited, both of which were sold by the Group to MDC
Nominees Limited on 30 July 2018. Included within the assets and
liabilities disposed of in this transaction was the GBP1,600,000
balance owed by PDU.
Actual Limited
With effect from 1 September 2017, John Botros was a company
representative on the Board of Actual Limited, a tenant management
organisation for the businesses with office on the 7(th) floor of
39 St James Street, London. During his time as Director of Actual
Limited, Mr Botros received no remuneration and held no shares.
During the six months to Jul 2019, the Group was invoiced GBP7,881
(Jul 2018: GBP25,464 and Jan 2019: GBP84,421) by Actual Ltd, for
rent and associated office costs. At the period end Actual Ltd was
owed GBP4,924 (Jul 2018: GBP23,666 and Jan 2019: GBP14,403) by the
Group.
Clive Hyman
Clive Hyman, a Non-Executive director, charged the Group
GBP10,000 (six months ended Jul 2018: GBP10,000; twelve months
ended Jan 2019: GBP20,000) in the period, for directorship services
provided, via an entity trading as Hyman Capital Limited. At the
period end Hyman Capital Services Limited was owed GBPnil (Jul
2018: GBPnil; Jan 2019: GBP4,000).
In April 2018 Clive Hyman was issued 20,000,000 share options
exercisable immediately with an exercise price of 0.1p. The options
lapse after 5 years and none of these had been exercised at the
period end.
Cath McCormick
Cath McCormick was appointed as a Director of St James House Plc
on 30 January 2019, Market Access Ops Ltd between 8 July 2019 and
20 August 2019, Market Access Ltd on 12 June 2019, Another Ops
Limited on 26 June 2019, Boxhill Technologies Limited on 16 January
2019 and PPS Blockchain Limited on 8 March 2019.
Cath McCormick charged the Group GBP50,000 (six months ended Jul
2018 GBP42,500; twelve months ended Jan 2019: GBP141,250) in the
period, for directorship services. At the period end Cath McCormick
was owed GBP5,513 (Jul 2018 and Jan 2019: GBP50,000).
On 4 February 2019, 50,000,000 Ordinary Shares were issued to
Catherine McCormick at par.
On 23 April 2018 Catherine McCormick was issued 20,000,000 share
options exercisable immediately with an exercise price of 0.1p. The
options lapse after 5 years and none of these had been exercised at
the period end.
Arno Rudolf
Arno Rudolf, a director, charged the Group GBP10,000 (six months
ended Jul 2018 GBP16,500; twelve months ended Jan 2019: GBP33,000)
in the period, for directorship services. At the period end, Mr
Rudolf was owed GBP16,667 (six months ended Jul 2018 GBP16,500;
twelve months ended Jan 2019: GBP33,000).
On 23 April 2018 Arno Rudolf was issued 20,000,000 share options
exercisable immediately with an exercise
price of 0.1p. The options lapse after 5 years and none of these
had been exercised at the period end.
Graeme Paton
Graeme Paton, a director, charged the Group GBP27,000 (six
months ended Jul 2018 GBPnil; twelve months ended Jan 2019:
GBP27,000) in the period for directorship services provided. At the
period end Mr Paton was owed GBPnil (Jul 2018: GBPnil; Jan 2019:
GBPnil).
James Rose
James Rose is a director of Prize Provision Services Limited
("PPSL"), Market Access Limited, wholly owned subsidiaries of St
James House Plc. In addition, James Rose was a Director of Market
Access Ops Limited from between 8 July 2019 and 20 August 2019 and
was appointed a Director of PPS Blockchain Limited on 14 June 2019.
During the period James Rose charged PPSL GBP30,000 for consultancy
services via an entity 1912 Management Limited (six months ended
Jul 2018: GBP30,000; twelve months ended Jan 2019: GBP77,300). At
the period end 1912 Management Services Limited was owed GBP88,200
(Jul 2018: GBP88,200; Jan 2019: GBP85,200).
In May 2018 Nineteen Twelve Management Limited was issued
50,000,000 Ordinary shares, at par, in payment of amounts invoiced
to PPSL.
Mark Harris
Mark Harris was a Director of Market Access Ops Limited until 8
July 2019 and charged Market Access Ops Limited GBP37,586 (six
months ended Jul 2018 GBP16,500; twelve months ended Jan 2019:
GBP33,000) in the period, for directorship services provided, via
an entity MHC St James Limited. At the period end MHC St James
Limited was owed GBPnil (Jul 2018: GBP33,650; Jan 2019:
GBP67,550).
Phil Jackson
Phil Jackson charged the Group GBP73,518 (six months ended Jul
2018: GBP10,000; twelve months ended Jan 2019: GBP130,000) in the
period, for services provided, via Moorhen Limited. At the period
end the Group owed Moorhen Limited GBPnil (Jul 2018: GBPnil; Jan
2019: GBPnil).
In April 2018 Moorhen Limited was issued 140,000,000 shares, at
par, in payment for amounts invoiced to the Group in the early part
of the year to 31 January 2019 and previous years.
9. Organisational and Structural Changes During the six months to 31 July 2019
Change of Company Name
To reflect the change in ongoing strategy of the Group and the
significant changes that have occurred during the last year, the
Board believed that a change of the Company's name was appropriate.
Following General Meeting approval, Boxhill Technologies plc
changed its name to St James House plc on 4 March 2019.
Share Consolidation
The Board considered that having nearly three billion shares
issued created a negative perception of the Company and also
exposes Shareholders to undue volatility. Following discussion with
the Company's financial adviser, the Board proposed a share
restructuring, which was approved by the Board on 4 March 2019.
The share capital restructuring consisted of a sub-division of
each Ordinary Share followed by a consolidation at a ratio of
1:1,000.
Each Ordinary Share of the Company was sub-divided into one new
ordinary share of 0.001 pence each
("Interim Ordinary Shares") and one deferred share of 0.099
pence each ("Deferred Shares"), followed by a consolidation of
every 1,000 Interim Ordinary Shares into one consolidated new
ordinary share of 1 pence each ("New Ordinary Shares"). Therefore,
the existing 3,115,830,000 Ordinary Shares became 3,115,830 New
Ordinary Shares and 3,115,830,000 Deferred Shares (the
"Restructuring"). Fractional entitlements arising from the
Restructuring were aggregated and sold in the market for the
benefit of the Company. Following the Restructuring, there were
3,115,830 New Ordinary Shares in issue, each with one voting right
per share.
The Deferred Shares have no right to vote, attend or speak at
general meetings of the Company and have no right to receive any
dividend or other distribution and have only limited rights to
participate in any return of capital on a winding-up or liquidation
of the Company. No application will be made to the London Stock
Exchange for admission of the Deferred Shares to trading on AIM.
There will be 3,115,830,000 immediately following the
Restructuring.
The outstanding options over 60,000,000 Ordinary Shares
exercisable at 0.1 pence per Ordinary Share (as announced 24 April
2018), all held by Board members, will be adjusted for the
Restructuring to become options over 60,000 New Ordinary Shares,
exercisable at 100 pence per share. The life of the options remains
unchanged at 5 years from 23 April 2018. St James House plc
(formerly Boxhill Technologies plc)
Acquisition of Another Ops Ltd
On 23 May 2019, St James House plc completed the acquisition of
Another Ops Limited, trading as "another", whose website is
https://an-other.co.uk/ ("Another"). Another Ops Limited offer
prepaid payment card and merchant solutions which provide a
complementary product to the merchant, international payment and
foreign exchange services provided by the Company's Market Access
division.
New Lottery Joint Venture
On 8 March 2019, the Board of Directors of St James House PLC
announced it had agreed terms, subject to contract, to establish a
new lottery joint venture in Malta. The Company's partner in this
joint venture is ZeU Crypto Networks Limited ("ZeU"), a wholly
owned subsidiary of St-Georges Eco-Mining Corp. of Montreal, Canada
("SGEM"), whose shares are quoted on the Canadian Securities
Exchange (The "Lottery JV").
The Lottery JV will be established as a new company in Malta and
will combine the Company's expertise in regulated lottery
management and administration with ZeU's innovative
blockchain-based technology. The Group will hold a 45 per cent
equity interest in the Lottery JV and the other shareholders will
be Zeu with 19.9 per cent, SGEM with 19.9 per cent and the balance
with outside shareholders. All costs of the Lottery JV will be met
by ZeU and in return, ZeU will charge a service fee that will not
exceed 90% of the revenues from the Lottery JV. The remaining 10
per cent of the revenues of the Lottery JV will be distributed as a
dividend to the shareholders, i.e. the Group will receive 4.5 per
cent of the revenues of the Lottery JV by way of a dividend. St
James House PLC will appoint three directors to the Lottery JV and
ZeU will appoint one director. The Lottery JV will apply to the
Maltese authorities for the appropriate licence to operate a
lottery.
The Group's interest in the Lottery JV will be held by PPS
Blockchain Limited, a wholly owned subsidiary of SJH ("PPSB").
Change of Auditor
The Board has appointed MHA MacIntyre Hudson as auditors to the
Group in replacement of KPMG LLP. The Board believes MHA MacIntyre
Hudson to be more suited to the Group's size and business
activities.
Payment Division Restructuring
Following the acquisition of Another Ops Limited ("Another"),
the Group undertook a restructuring of its Payments division. All
regulated payment activities are now undertaken through the Group's
wholly owned subsidiary, Market Access Limited (previously Another
Ops Limited), trading as "Market Access" for business-to-business
activities and "another" for business-to-consumer activities.
Payment card processing activities are undertaken through the
Group's wholly owned subsidiary, Market Access Ops Limited
(previously Market Access Limited).
Change in Board Structure
Lord Razzall and Clive Hyman did not seek re-election as
directors at the Group AGM on 31 July 2019 and were replaced by
Roger Matthews and Kathy Cox. In addition, Jacques Leuba was
appointed as an additional Non-Executive Director on 4 September
2019.
As a result, the committee memberships have been updated to
reflect the Board member changes:
Committee: Chairman: Additional members:
Audit Committee Roger Matthews Arno Rudolf
--------------- ----------------------
Remunerations Committee Arno Rudolf Jacques Leuba
--------------- ----------------------
Nominations Committee Arno Rudolf Kathy Cox
Jacques Leuba
--------------- ----------------------
Compliance Committee Kathy Cox Roger Matthews
--------------- ----------------------
Operations Committee Graeme Paton No change to existing
members
--------------- ----------------------
10. Interim Financial Report
The unaudited interim financial report, which is the
responsibility of the directors and was approved by them on 31
October 2019, does not constitute statutory accounts within the
meaning of Section 435 of the Companies Act 2006.
This report is available on St James House PLC's website at
www.sjhplc.com. Copies are available from the Company at its
registered office:
30-35 Pall Mall, London, SW1Y 5LP, United Kingdom
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR FDWFFFFUSEDS
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October 31, 2019 08:00 ET (12:00 GMT)
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