SJH.L Regulatory News (SJH)

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

23 May 2019

ST. JAMES HOUSE PLC

 ("SJH", the "Group" or the "Company")

Acquisition, Change of Auditors & PDMR Dealing

Acquisition

The Board of Directors of the Company (the "Board") is pleased to announce that it has today completed the acquisition of Another Ops Limited, trading as "another", whose website is https://an-other.co.uk/ ("Another"). Another 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.

The acquisition will be for 100 percent of the issued share capital of Another, consisting of 350,000 ordinary shares of £1.00 each, of which an aggregate amount of £210,000 is currently unpaid, for a consideration of £5.00. Another has an existing trading relationship with the Group and has net liabilities to the Group of around £140,000 as at the date of the acquisition. The vendor and chief executive of Another, Christian Russell, will remain in office and the 4 other employees of Another will be retained. The existing directors of Another, other than Mr Russell, have resigned and the Board has appointed a new director and expects to appoint another director in due course. The Board anticipates instigating a long-term incentive package for Mr Russell during the current financial year.

Another has principally been engaged in product and service development since incorporation in 2017, so is an early stage business. Another is yet to publish final accounts for the period from incorporation (13 July 2017) to 31 July 2018. with management accounts showing a loss for the period of £258,615 on sales of £108,497 and net assets of £91,385 (including £210,000 of unpaid share capital, as outlined above); for the six-months to 31/1/19, management accounts show further losses of £155,519 on sales of £126,784. The Board is confident that the technology developed by Another, once integrated into the existing SJH infrastructure will result in this becoming an exciting additional business line for the Group. Another will form part of the Group's payments division and it is the intention to utilise the "another" brand for the Group's retail payments offering, while the Group's existing Market Access business is focussed on the business and institutional markets.

Graeme Paton, CEO, commented, "The acquisition of Another brings about the launch of a raft of services that compliment Market Access' existing services and will expedite the launch of planned services such as pre-paid card issuing linked to wallet balances, online multicurrency accounts and the development of the next generation of payment solutions including single and multiple use virtual cards, alternative payment methods and peer to peer payments. This transaction also expands our pool of acquiring partners and delivers greater purchasing power making us more competitive.".

Change of Auditors

The Board has appointed MacIntyre Hudson LLP as auditors to the Group in replacement of KPMG LLP. The Board believes MacIntyre Hudson LLP to be more suited to the Group's size and business activities.

PDMR Dealing

J M Malone has been appointed trustee of a settlement (the "Trust") of 42,736 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares"). Ms Malone is the wife of John Botros, a subsidiary director of the Group, a Substantial Shareholder (as defined in the AIM Rules for Companies) and a Person Discharging Managerial Responsibility ("PDMR") under the Market Abuse Regulation. The Trust is for the benefit of Ms Malone and Mr Botros' adult children and previously had an external trustee. Following this appointment, Mr Botros is deemed to have an interest as a PDMR, including Persons Closely Associated ("PCA"), in 548,972 Ordinary Shares, equivalent to 17.62% of the issued Ordinary Shares.

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