SJH.L Regulatory News (SJH)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

2 July 2021

ST. JAMES HOUSE PLC 

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

Appointment of Chief Executive Officer,

 Notice of Annual General Meeting and Proposed Name Change

Appointment of Chief Executive Officer

The Board is pleased to announce the appointment today of Richard Shearer as the Group's Chief Executive Officer and as an Executive Director of the Company.

Richard is the founder of Tintra Holdings Ltd ("TH"), an organisation whose primary activities are as a hybrid Family Office and investment management firm based in Dubai which focuses on providing solutions to emerging market clients.

Over the last 15 years, Richard has built TH by solving the problems of ultra-high net worth ("UHNW") high-profile families from the emerging world, in particular solving issues that others have been unable to. He has developed deep connections across Africa, the Middle East and Asia through his concerted efforts over this time.

His key role has been in structuring solutions for its clients' complex cross-border issues, as well as sourcing and creating deal flow in Europe, the US & Australia. This has resulted in TH arranging investments across hospitality, real estate, film & television and fintech, amongst many others, for TH's clients.

Richard's role at the Group will be full time and he has been putting in place succession arrangements for his executive activities at TH over the last quarter, where he will remain as Chairman.

Graeme Paton, the previous Chief Executive Officer of the Company, will remain as an Executive Director, with a specific focus on developing the Group's activities in merchant acquiring, as well as assisting in the orderly handover of some of his existing responsibilities to Mr Shearer.

Tintra Acquisitions Ltd ("TA"), which holds 9.9% of the Company's issued ordinary share capital and which is controlled by John Cripps, a director of the Company, is an associated company of TH. TA and TH dually will enter into a Relationship Agreement with the Company and Allenby Capital Limited (the Company's Nominated Adviser) that will, amongst other things, provide undertakings of separation, avoidance of conflicts of interest and independence between the Company and both TA and TH, especially in the areas where the two groups may work together to build the business of the Group. This will be completed prior to the Company's Annual General Meeting.

Notice of Annual General Meeting and Proposed Name Change

The Annual General Meeting for the year ending 31 January 2021 will be held at 11.00 am on 30 July 2021 at the Company's registered office, 59-60 Thames Street, Windsor, Berkshire, SL4 1TX (the "AGM"). The notice of the AGM will be posted to shareholders today and a copy will be added to the Company's website, https://sjhplc.com/regulatory-news/aim-26-rule/.

Among the resolutions being proposed at the AGM is one to change the name of the Company to Tintra plc.

Given the current situation in relation to COVID-19, this year's AGM format will be a closed meeting and purely procedural in format. In addition, all resolutions will be taken on a poll (with votes cast by proxy). Shareholders should therefore not attend the AGM in person this year as to do so would be inconsistent with current government guidelines relating to COVID-19. Shareholders will still be able to vote by proxy using the usual online and postal facilities and further details on how to vote are set out in the Notice of AGM.

To enable shareholders to virtually attend the AGM, the Company has put in place an online video link, for which shareholders may register for via the Company's website at https://sjhplc.com/agm-registration/. Registrations must be submitted no later than 11.00am on 28 July 2021 by providing the Company with a valid email address and the shareholder's name and address details as recorded on the Company's shareholder register and maintained by the Company's registrar SLC Registrars. Should shares be held via nominee service, then a valid letter of confirmation must be provided to enable registration and access to the video link.

In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those Shareholders registered on the Company's register of members as at 6:30pm on 28 July 2021 (or in the case of adjournment forty-eight hours before the time of the adjourned meeting) will be entitled to attend the Annual General Meeting via the video link.

Once shareholder details are confirmed an access link will be emailed to the shareholder no later than 10.00am on 30 July 2021. While all votes on resolutions must be submitted in advance by proxy cards, the Board will be available to answer shareholder's questions.

The Company's audited annual report and accounts for the year to 31 January 2021 (the "Annual Report") is expected to be published and final results for the same period announced during the week commencing 26 July 2021. As a result, the Company will adjourn the AGM in relation to the resolutions concerning the content of the Annual Report until mid-August.

For further information, contact: 

Regulatory disclosures 

In accordance with Schedule 2(g) of the AIM Rules, Richard "Dickie" Alexander Shearer (aged 44) holds, or has held in the past 5 years, the following directorships and partnerships:

Mr Shearer was a director of Rowley Regis Ltd at the date it was wound up on 13 November 2017 under a compulsory liquidation. 

Mr Shearer was a director of Prism Estates (Thailand) Company Ltd until 29 April 2012, which was wound up by a Thai court in 2018, following a failed arrangement with creditors that had been entered into during 2012.

Mr Shearer has no current interest in the ordinary share capital of the Company.