TIDMSJH
RNS Number : 4068T
St James House PLC
25 March 2021
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 - GBP250,000;
-- 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
GBP250,000. Such issues of Convertible Loan Notes to be made
quarterly and for a minimum of GBP10,000.
The Convertible Loan Notes have materially the same terms as
those announced by the Company on 30 June 2020:
-- Issued in multiples of GBP1.00;
-- 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
GBP1.00 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 GBP1.00 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 GBP46,231.10, 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 GBP133,232.80, 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:
St. James House PLC
Roger Matthews
Website www.sjhplc.com 020 3655 5000
Allenby Capital Limited
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss 020 3328 5656
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END
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