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.

15 July 2021

ST. JAMES HOUSE PLC

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

Provision of Further Loan Advance by Shareholder

The Board of Directors of the Company (the "Board") is pleased to announce that it has today entered into an amendment to the strategic financing and commercial agreement with Tintra Acquisitions Limited ("Tintra"), a 9.9 per cent shareholder in the Company (the "Agreement"), which was announced on 25 March 2021 (the "Announcement"). Under this amendment, the amount of the Loan Facility (as defined in the Announcement and set out below) will be increased from £250,000 to £750,000 (with the repayment terms adjusted accordingly). All other terms of the Agreement remain unchanged. The increased Loan Facility is to be utilised for general working capital purposes.

As part of the Agreement, Tintra have been working closely with the SJH team on a revised business strategy, which will be outlined to shareholders ahead of the Company's annual general meeting on 30 July 2021. This has however identified an additional working capital requirement during the current financial year, and the Board believes an increase in the Loan Facility is the most appropriate method for fulfilling this additional working capital requirement taking into account the Company's financial position and market conditions. In combination with the disposal of the Group's legal services business and headcount reduction announced on 13 July 2021, the Board believes its working capital levels for the current financial year are now appropriate.

Loan Facility Terms

· Amount - £750,000 (increased from £250,000);

· Interest rate - 1% per annum above the Bank of England Base Rate, calculated at the end of each year on the daily balance;

· Security - Unsecured;

· Term - 2 years from 25 March 2021;

· Drawdown - At call; and

· Repayment - Bullet repayment at the end of 2 years, or at Tintra's discretion, through the issue of Convertible Loan Notes (the terms of which are set out below) at par by SJH for any outstanding balance (capital or interest), up to a maximum of £750,000 (increased from £250,000). Such issues of Convertible Loan Notes to be made quarterly and for a minimum of £10,000.

The Convertible Loan Notes have materially the same terms as those announced by the Company on 30 June 2020:

· Issued in multiples of £1.00;

· A maturity date of 3 years from issue;

· 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 until maturity;

· 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.

Related Party Transaction

Tintra is controlled by John Cripps, a director of the Company. The Transaction therefore constitutes a related party transaction under the AIM Rules for Companies. The Board, other than Mr Cripps and Mr Shearer (who controls Tintra Holdings Ltd, which is also a party to the Agreement, and was proposed by Tintra), consider, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

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