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.

25 March 2021

ST. JAMES HOUSE PLC

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

Strategic Financing and Commercial Agreement

Notice of AGM

Strategic Financing and Commercial Agreement

The Board of Directors of the Company (the "Board") is pleased to announce that it has today entered into a strategic financing and commercial agreement with Tintra Acquisitions Limited ("Tintra"), a special purpose vehicle formed for this purpose (the "Agreement"), which will include options to acquire a significant shareholding in the Company. 

Financing

Tintra has agreed to provide a loan facility to SJH with the following terms (the "Loan Facility"):

· Amount - £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;

· 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 £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.

Commercial Agreement

Tintra is part of Tintra Holdings, 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. 

Tintra and SJH have identified strategies that will allow for a range of 'FinTech' services to be delivered through the systems and infrastructure that SJH has developed in recent years, to grow those systems in line with identified gaps in the market and to produce a sales and marketing system that will deliver the current offering of SJH products to existing and new markets in more effective ways. The transaction will also provide to SJH broader management services, focused on marketing, business development, market intelligence and strategy. (Together, the "Management Services".)

Under the Agreement, Tintra shall licence to the Group the use of the Tintra Brand for a period of ten years (the "Licence"), which SJH shall have the right to renew in perpetuity at a cost of £1.00 per annum if Tintra retain a holding of Ordinary Shares greater than 5%, or at normal commercial terms if the shareholding is below this level.

Tintra will have the right to appoint two members to the Board (or other senior position) for as long as Tintra holds at least 5 per cent of the issued Ordinary Shares of the Company, subject to the normal requirements for an AIM-quoted company (the "Appointees"). Tintra will seek these appointments to be made during 1H2021, and that one of these positions will be as Group Chief Executive Officer.

The remuneration of the Appointees paid by SJH shall be set at a nominal £1.00 each per annum, and it is agreed that otherwise the services of the Appointees shall be included in the Management Services and the Appointees shall also hold a contractual relationship with Tintra. Tintra shall provide the Management Services for an initial period of two years in return for the consideration set out below, with no further consideration payable during this initial period, and that following the expiry of which it is anticipated that they will continue to provide Management Services on commercial terms reflective of the financial position of the Company at the time. 

Options to Acquire Ordinary Shares

In consideration for entering into the Agreement, Tintra will be issued two options to acquire Ordinary Shares:

· Option 1 - an option over 462,311 Ordinary Shares (equivalent to 9.9% of the issued Ordinary Shares as enlarged by the exercise of Option 1) exercisable at a value of 10 pence per Ordinary Share, for a total value of £46,231.10, to be settled by invoiced Management Services of the same amount. Option 1 may be exercised within 1 year from today.

· Option 2 - an option over 1,332,328 Ordinary Shares (equivalent to 20.0% of the issued Ordinary Shares as enlarged by the exercise of Option 1 and Option 2) exercisable at a value of 10 pence per Ordinary Share, for a total value of £133,232.80, to be settled by invoiced Management Services of the same amount. Option 2 may be exercised within 2 years from today, but not until 30 days after the exercise of Option 1.

(Together, the "Options"). The exercise of the Options is dependent on the passing of resolutions at the forthcoming annual general meeting of the Company ("AGM"), details of which are set out below, regarding share allotment authorities and the disapplication of pre-emption rights. Shareholders with voting rights over 50.11 per cent of the Ordinary Shares have given irrevocable commitments to vote in favour of these resolutions. Tintra intends to maintain its holding of issued Ordinary Shares at below 30%.

Graeme Paton, Chief Executive, commented, "We are delighted with the agreement with Tintra, who we believe is the ideal partner to further develop our activities and helping us grow both by increased sales and by increased geographical reach."

Notice of AGM

The AGM for the year ending 31 January 2020 will be held at 11.00 am on 19 April 2021 at the Company's registered office, 59-60 Thames Street, Windsor, Berkshire, SL4 1TX. The notice of the AGM will be posted to shareholders tomorrow and a copy will be added to the Company's website, https://sjhplc.com/regulatory-news/aim-26-rule/.

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.

For further information, contact: