St James House PLC Provision of Further Loan Advance by Shareholder (4096F)
15 Julio 2021 - 8:30AM
UK Regulatory
TIDMSJH
RNS Number : 4096F
St James House PLC
15 July 2021
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 GBP250,000 to GBP750,000 (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 - GBP750,000 (increased from 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 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
GBP750,000 (increased from 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.
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.
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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July 15, 2021 09:30 ET (13:30 GMT)
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