St James House PLC Acquisition, Change of Auditors & PDMR Dealing (0005A)
May 23 2019 - 6:00AM
UK Regulatory
TIDMSJH
RNS Number : 0005A
St James House PLC
23 May 2019
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
23 May 2019
ST. JAMES HOUSE PLC
("SJH", the "Group" or the "Company")
Acquisition, Change of Auditors & PDMR Dealing
Acquisition
The Board of Directors of the Company (the "Board") is pleased
to announce that it has today completed the acquisition of Another
Ops Limited, trading as "another", whose website is
https://an-other.co.uk/ ("Another"). Another offer prepaid payment
card and merchant solutions which provide a complementary product
to the merchant, international payment and foreign exchange
services provided by the Company's Market Access division.
The acquisition will be for 100 percent of the issued share
capital of Another, consisting of 350,000 ordinary shares of
GBP1.00 each, of which an aggregate amount of GBP210,000 is
currently unpaid, for a consideration of GBP5.00. Another has an
existing trading relationship with the Group and has net
liabilities to the Group of around GBP140,000 as at the date of the
acquisition. The vendor and chief executive of Another, Christian
Russell, will remain in office and the 4 other employees of Another
will be retained. The existing directors of Another, other than Mr
Russell, have resigned and the Board has appointed a new director
and expects to appoint another director in due course. The Board
anticipates instigating a long-term incentive package for Mr
Russell during the current financial year.
Another has principally been engaged in product and service
development since incorporation in 2017, so is an early stage
business. Another is yet to publish final accounts for the period
from incorporation (13 July 2017) to 31 July 2018. with management
accounts showing a loss for the period of GBP258,615 on sales of
GBP108,497 and net assets of GBP91,385 (including GBP210,000 of
unpaid share capital, as outlined above); for the six-months to
31/1/19, management accounts show further losses of GBP155,519 on
sales of GBP126,784. The Board is confident that the technology
developed by Another, once integrated into the existing SJH
infrastructure will result in this becoming an exciting additional
business line for the Group. Another will form part of the Group's
payments division and it is the intention to utilise the "another"
brand for the Group's retail payments offering, while the Group's
existing Market Access business is focussed on the business and
institutional markets.
Graeme Paton, CEO, commented, "The acquisition of Another brings
about the launch of a raft of services that compliment Market
Access' existing services and will expedite the launch of planned
services such as pre-paid card issuing linked to wallet balances,
online multicurrency accounts and the development of the next
generation of payment solutions including single and multiple use
virtual cards, alternative payment methods and peer to peer
payments. This transaction also expands our pool of acquiring
partners and delivers greater purchasing power making us more
competitive.".
Change of Auditors
The Board has appointed MacIntyre Hudson LLP as auditors to the
Group in replacement of KPMG LLP. The Board believes MacIntyre
Hudson LLP to be more suited to the Group's size and business
activities.
PDMR Dealing
J M Malone has been appointed trustee of a settlement (the
"Trust") of 42,736 ordinary shares of 1 pence each in the capital
of the Company ("Ordinary Shares"). Ms Malone is the wife of John
Botros, a subsidiary director of the Group, a Substantial
Shareholder (as defined in the AIM Rules for Companies) and a
Person Discharging Managerial Responsibility ("PDMR") under the
Market Abuse Regulation. The Trust is for the benefit of Ms Malone
and Mr Botros' adult children and previously had an external
trustee. Following this appointment, Mr Botros is deemed to have an
interest as a PDMR, including Persons Closely Associated ("PCA"),
in 548,972 Ordinary Shares, equivalent to 17.62% of the issued
Ordinary Shares.
For further information, contact:
St. James House PLC
Lord Razzall, Chairman
Website www.sjhplc.com 020 7493 9644
Allenby Capital Limited
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss 020 3328 5656
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Jadine Malone
------------------ -----------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status PCA of PDMR - PDMR is John Botros, a director
of a subsidiary company
------------------ -----------------------------------------------
b) Initial Initial notification
notification
/Amendment
------------------ -----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name St. James House plc
------------------ -----------------------------------------------
b) LEI 213800YKVH5ISMCNWJ42
------------------ -----------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------
a) Description Ordinary shares of 1p
of the financial GB00BHXM9D70
instrument,
type of
instrument
Identification
code
------------------ -----------------------------------------------
b) Nature of Appointed trustee
the transaction
------------------ -----------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) 0p 42,736
------------------ -----------------------------------------------
d) Aggregated n/a (single transaction)
information
- Aggregated
volume
- Price
------------------ -----------------------------------------------
e) Date of 22 May 2019
the transaction
------------------ -----------------------------------------------
f) Place of N/A
the transaction
------------------ -----------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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