St James House PLC Agreement for the Subscription for New Shares (6126B)
01 February 2020 - 12:00AM
UK Regulatory
TIDMSJH
RNS Number : 6126B
St James House PLC
31 January 2020
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
31 January 2020
ST. JAMES HOUSE PLC
("SJH", the "Group" or the "Company")
Agreement for the Subscription for New Shares
The Board of Directors of the Company (the "Board") is pleased
to announce it has entered into a binding agreement for the
subscription for 1.666,667 ordinary shares of 1p each in the
capital of the Company ("Ordinary Shares") at a price of 30 pence
per Ordinary Share (the "Transaction Price") to raise a total of
GBP500,000 (the "Subscription"). The Subscription will be made by
Auxilum Investere SJ Ltd, a UK company controlled by Michael and
Linda Peters ("AIS") that has been established for this
purpose.
The Subscription Shares may be issued under authorities granted
at the Company's annual general meeting held on 31 July 2019,
however it is also the intention of the Board to settle GBP237,500
of outstanding liabilities through an issue of a further 791,667
Ordinary Shares at the Transaction Price (the "Capitalisation
Shares"), for which the current share issue authorities are
insufficient, so the Board will shortly publish a notice of general
meeting (the "Notice") to be held during February in order to grant
the Board additional authorities to issue Ordinary Shares (the
"GM"). A further announcement will be made shortly to provide
details of the GM.
AIS will on completion of the Subscription hold 29.9 per cent of
the issued Ordinary Shares (the "Subscription Shares"), as enlarged
by the Subscription and the proposed issue of the Capitalisation
Shares. In the event that the resolutions proposed at the GM are
not approved by shareholders, the Subscription will be scaled back
so as to be less than 30 per cent of the issued Ordinary Shares as
can be achieved within the existing share authorities, further
details of which will be set out in the Notice. AIS has contracted
to pay the full amount of the Subscription (subject to any
adjustment relating to the GM result) within 30 days, with
additional surety of payment received from Mr Peters personally, at
which time the Subscription will complete.
The Subscription Shares will not be issued until after the GM
and full payment has been received, at which point an application
will be made to admit the Subscription Shares to trading on
AIM.
Subject to completion of the Subscription, AIS will also receive
options over 504,164 Ordinary Shares, exercisable at the
Transaction Price at any date up to 31 January 2025 (the
"Options"). AIS have agreed that they will maintain their holding
below 30 per cent of the voting rights of the Company at all times
(other than in situations involving insolvency or an offer for the
Company). Authorities to issue Ordinary Shares under the Options
will also be sought to the GM.
Subject to completion of the Subscription, the Company has
agreed with AIS that it will have the right to appoint two members
to the Board for as long as AIS holds at least 25 per cent of the
issued Ordinary Shares of the Company, subject to the normal
requirements for an AIM-quoted company. It is anticipated that AIS
will initially seek to appoint one director, and this is expected
to take place during 1Q2020.
Chief Executive Graeme Paton commented, "'This incoming
investment, along with the general improvements across the business
that we outlined in yesterday's trading update means that our
working capital position is significantly improving. Having
overcome the challenges of the last few years, collectively, we
believe the year ahead will see much progress."
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
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
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
AGRFLFSFLLILVII
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