TIDMSJH
RNS Number : 2509T
St James House PLC
24 March 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310.
St James House PLC
("SJH" or the "Company" or the "Group")
Trading Update, Half-Yearly Report for the period ended 31 July
2020
& Return from Suspension
24 March 2021
Trading Update
Payment Services
For the period 25 February 2021 to 22 March 2021 growth has
continued in the payments division, with GBP:USD FX pair
transactions growing an additional 14% in volume compared to the
period 27 January to 25 February 2021. The Group saw further
improvements in transaction activity in both Euro and GBP,
increasing 168% and 82% respectively, driven by continuing up take
of services rolled out to existing customers.
The customers using Prepaid Cards following the relaunch has
been consistent with previous usage, with the revamped prepaid
services being integrated to the Banking as a Services ("BaaS")
offering that is now ready for launch and the planned marketing
campaigns will see renewed growth on customer acquisitions on Cards
and Accounts through 2021.
The merchant services group is working with the two
international payment service providers previously announced
developing and integrating the appropriate suite of services to
meet their needs.
Lottery Services
Entries into the lotteries administered by Prize Provision
Services Ltd remain steady as the country prepares for COVID-19
restrictions to be eased. Easing of restrictions is regarded as
positive as clients will be able to promote their lotteries with
face-to-face interaction.
Legal Services
St Frances House Ltd has a current workload of 263 cases and a
further 27 cases have reached settlement stage in the period from
25 February to 22 March, and 22 new cases have been added. Current
data shows that the average time for a case to reach settlement
once it has been added is 66 days.
St Frances House Ltd is actively investigating the required
steps to access a broader range of cases and will run a small pilot
in the coming weeks sourcing and working with other case types.
Group
Following the publication of the Company's audited financial
statements for the year to 31 January 2020 yesterday, along with
the half-yearly financial statements for the period to 31 July 2020
that are set out below, the Company has requested that trading in
its ordinary shares of 1 pence each ("Ordinary Shares") resumes on
AIM at 0730 today.
The Company is in advanced discussions with an external investor
to provide a working capital facility for the Company, and expects
to complete arrangements shortly, at which time a further
announcement will be made.
Graeme Paton, Chief Executive, commented, "We are delighted that
trading in our Ordinary Shares is being restored today. This has
been a difficult year for the Company, but we can now see positive
signs on both the operational and financial fronts."
Half-Yearly Report
For the half year to 31 July 2020 (the " Period ") the Group has
seen an improvement in performance resulting in a loss before tax
of GBP567,000 (H1 19: GBP1.318m loss) (year to 31 January 2020:
GBP4.266m loss). As a result of the disposal of Market Access Ops
Ltd on 28 February 2020 the Group made a profit of GBP192,000 for
the Period including discontinued operations.
The technology advancements and structural changes within the
payments division of the past year are beginning to show positive
results in terms of increase in transactions driving an increased
contribution to revenue and gross profit.
The Period saw an increase in clients using the GBP and EUR
services, a development that continues to date.
Pre-paid card issuing grew steadily during the Period, both in
number of cards being used and the volume of transactions
successfully processed, despite the impact of Covid-19, resulting
in the payments business bringing about much needed
improvements.
While Covid-19 affected many businesses, Prize Provision
Services Limited (" PPSL "), the Group's lottery management
business, saw stability in the number of weekly entries into the
lotteries it administers and despite ongoing COVID-19 restrictions,
the overall number of lines played during June 2020 was on a par
with June 2019.
Lottery fundraising itself has been shown to be an excellent
method of fundraising during the pandemic thanks to the
subscription model employed, and PPSL demonstrated the robust
nature of lottery fundraising across its client base.
Roger Matthews
Chairman
(The key financial information for the Period is set out
below.)
For further information, contact:
St James House PLC 020 3655 5000
Roger Matthews, Chairman
Website www.sjhplc.com
Allenby Capital Limited (Nomad & Broker)
John Depasquale/Nick Harriss 020 3328 5656
Notes to editors:
St James House PLC (AIM: SJH) is an AIM quoted lottery,
software, gaming and leisure company.
SJH has a range of ecommerce products that suit all merchants'
and customers' needs enabling secure payments. The Company works
within both regulated frameworks and in regions where traditional
partners struggle to offer safe, secure services.
In addition, SJH operates the Weather Lottery, which has been in
operation since 2002 and the Company holds one of the limited
number of UK external lottery manager's licences. Over GBP5.4
million has been raised to date for good causes and the lottery has
paid over GBP4.9 million in prizes to winners.
SJH also has a joint venture agreement via Soccerdome Ltd
operating a five a side football complex in Nottingham.
Consolidated Statement of Profit and Loss and Other Comprehensive
Income
for the half year ended 6 month 12 month 6 month 12 month
31 July 2020
31-Jul 31-Jan 31-Jul 31-Jan
2020 2020 2019 2019
(unaudited) (audited) (restated) (restated)
Notes GBP'000 GBP'000 GBP'000 GBP'000
Continuing Operations:
Revenue 641 989 422 938
Cost of Sales (334) (662) (176) (252)
Gross Profit 307 327 246 686
Administrative expenses (874) (2,745) (1,564) (3,052)
Impairment of Intangible
assets - (785) - (440)
Impairment of Financial - (1,059) - -
assets
Operating loss (567) (4,262) (1,318) (2,806)
Finance expenses - (4) - (3)
Loss before taxation (567) (4,266) (1,318) (2,809)
Loss for the period from
continuing operations (567) (4,266) (1,318) (2,809)
Profit for the period from
discontinued operations 4 759 - - 2,416
Revaluation of equity investment - (213) - (9)
Total comprehensive income 192 (4,479) (1,318) (402)
PROFIT/(LOSS) PER SHARE
Basic (loss)/profit per
ordinary share 2 6p (138p) (42p) (14p)
Fully diluted (loss)/profit
per ordinary share (18p) (138p) (42p) (103p)
Consolidated Balance Sheet
At 31 July 2020 As at As at As at As at
31-Jul 31-Jan 31-Jul 31-Jan
2020 2020 2019 2019
(unaudited) (audited) (restated) (restated)
Notes GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant and equipment 8 8 8 3
Goodwill 158 158 572 158
Intangible assets 23 23 1,174 1,009
Investments in equity instruments - - 213 213
10-year loan notes 1,124 1,124 1,003 1,003
1,313 1,313 2,970 2,386
Current assets
Trade and other receivables 1,286 1,160 1,543 1,449
Cash and cash equivalents 1,239 336 317 371
2,525 1,496 1,860 1,820
Total Assets 3,838 2,809 4,830 4,206
LIABILITIES
Current liabilities
Trade and other payables 4,833 4,411 2,891 1,939
Bank and other borrowings 6 6 6 6
------------ ---------- ----------- -----------
4,839 4,417 2,897 1,945
Non-current liabilities 725 310 690 -
Total Assets/(Liabilities) (1,726) (1,918) 1,243 2,261
EQUITY
Called up share capital 3 3,116 3,116 3,116 2,816
Share premium account 3,020 3,020 3,020 3,020
Merger reserve - - 999 999
Revaluation reserve - - 213 213
Retained earnings (7,862) (8,054) (6,105) (4,787)
Total equity (1,726) (1,918) 1,243 2,261
Consolidated Statement of Changes in Equity
Share Share Merger Revaluation Retained
Capital Premium Reserve Reserve Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 February 2019 2,816 3,020 999 213 (4,787) 2,261
Issue of new shares in the
period 300 - - - - 300
Loss for the period from
continuing operations - - - - (1,318) (1,318)
Balance at 31 July 2019 3,116 3,020 999 213 (6,105) 1,243
Issue of new shares in the - - - - - -
period
Revaluation of assets - - (999) (213) - (1,212)
Loss for the period from
continuing operations - - - - (1,949) (1,949)
Balance at 31 January 2020 3,116 3,020 - - (8,054) (1,918)
Issue of new shares in period - - - - - -
Loss for the period from
continuing operations - - - - (567) (567)
Profit for the period from
discontinued operations - - - - 759 759
Balance at 31 July 2020 3,116 3,020 - - (7,862) (1,726)
Consolidated Cash Flow Statement
for the half year ended 31 6 month 12 month 6 month 12 month
July 2020
31-Jul 31-Jan 31-Jul 31-Jan
2020 2020 2019 2019
(unaudited) (audited) (restated) (restated)
Notes GBP'000 GBP'000 GBP'000 GBP'000
Net cash generated from/
(used in) continuing operations 5 903 (38) 71 (1,123)
Interest and financing costs - (4) - (3)
Tax paid - - - -
Net cash (used by)/generated
from operating activities 903 (42) 71 (1,126)
Net cash (used by)/generated
from discontinued operating
activities - - - (430)
Net cash (outflow) from operating
activities 903 (42) 71 (1,556)
Cash flow from investing
activities:
Acquisition of property plant
and equipment - (1) (5) (1)
Purchase of intangible assets - (37) (165) (90)
Repayment of loan notes - - - 19
Net cash on acquisition/(disposal)
of subsidiary - 45 45 (152)
Net cash (used in) investing
activities - 7 (125) (224)
Net cash from financing activities - - - -
(Decrease)/increase in cash
and cash equivalents:
---------------- ---------------- ----------- ----------------
(Decrease)/increase in cash
and cash equivalents 903 (35) (54) (1,780)
Cash and cash equivalents
at beginning of period 336 371 371 2,151
Cash and cash equivalents
at end of period 1,239 336 317 371
Comprising of:
Cash and cash equivalents
per the balance sheet 1,239 336 317 371
Less:
Bank overdraft - - - -
---------------- ---------------- ----------- ----------------
Cash and cash equivalents
for cash flow statement purposes 1,239 336 317 371
NOTES TO THE INTERIM FINANCIAL REPORT
1. Accounting policies
Basis of Accounting and Preparation
These interim results for the six months ended 31 July 2020 have
been prepared using the historical cost and fair value conventions
on the basis of the accounting policies set out below. This interim
report has been prepared in accordance with International Financial
Reporting Standards as adopted by the EU ("Adopted IFRSs"), it is
not in accordance with IAS 34 and therefore is not fully compliant
with IFRS.
These interim results have been prepared under the historical
cost convention. Areas where other bases are applied are identified
in the accounting policies below.
The financial information set out in this interim report does
not constitute statutory accounts as defined in the Companies Act
2006. The Company's statutory financial statements for the year
ended 31 January 2020 have been filed with the Registrar of
Companies. The auditor's report on those financial statements was
unqualified with a material uncertainty relating to going
concern.
This announcement contains certain forward-looking statements
with respect to the operations, performance and financial position
of the Group. By their nature, these statements involve uncertainty
since future events and circumstances can cause results and
developments to differ materially from those anticipated. The
forward-looking statements reflect knowledge and information
available at the date of the preparation of this announcement and
the Company undertakes no obligation to update these
forward-looking statements. Nothing in this Interim Financial
Report should be construed as a profit forecast.
The results for the six months ended 31 July 2020 were approved
by the Board on 22 March 2021.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 January and 31 July each year.
Control is achieved where the Company has the power to govern the
financial and operating policies so as to obtain benefits from its
activities.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
Where necessary, adjustments are made to the Financial
Statements of subsidiaries to bring the accounting policies used
into line with those used by the Group.
Business combinations
All business combinations are accounted for by applying the
acquisition method. Business combinations are accounted for using
the acquisition method as at the acquisition date, which is the
date on which control is transferred to the Group.
The Group measures goodwill at the acquisition date as:
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the
acquiree; plus
the fair value of the existing equity interest in the acquiree;
less
the net recognised amount (generally fair value) of the
identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is
recognised immediately in profit or loss.
Costs related to the acquisition, other than those associated
with the issue of debt or equity securities, are expensed as
incurred.
Any contingent consideration payable is recognised at fair value
at the acquisition date. If the contingent consideration is
classified as equity, it is not remeasured and settlement is
accounted for within equity. Otherwise, subsequent changes to the
fair value of the contingent consideration are recognised in profit
or loss.
Where fair values are estimated on a provisional basis they are
finalised within 12 months of acquisition with consequent changes
to the amount of goodwill.
Intra-group balances and transactions, and any unrealised income
and expenses arising from intra-group transactions, are eliminated.
Unrealised gains arising from transactions with equity-accounted
investees are eliminated against the investment to the extent of
the Group's interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
Intangible assets
Expenditure on research activities is recognised in the income
statement as an expense as incurred.
Expenditure on development activities is capitalised if the
product or process is technically and commercially feasible and the
Group intends to and has the technical ability and sufficient
resources to complete development, future economic benefits are
probable and if the Group can measure reliably the expenditure
attributable to the intangible asset during its development.
Development activities involve a plan or design for the production
of new or substantially improved products or processes. The
expenditure capitalised includes the cost of materials, direct
labour and an appropriate proportion of overheads and capitalised
borrowing costs. Other development expenditure is recognised in the
income statement as an expense as incurred. Capitalised development
expenditure is stated at cost less accumulated amortisation and
less accumulated impairment losses.
Expenditure on internally generated goodwill and brands is
recognised in the income statement as an expense as incurred.
Other intangible assets that are acquired by the Group are
stated at cost less accumulated amortisation and accumulated
impairment losses.
Amortisation is charged to the income statement on a
straight-line basis over the estimated useful lives of intangible
assets unless such lives are indefinite. Intangible assets with an
indefinite useful life and goodwill are systematically tested for
impairment at each balance sheet date. Other intangible assets are
amortised from the date they are available for use. The estimated
useful lives are as follows:
Licences, patents and trademarks 25 years
Software 3 to 10 years
Financial instruments
Financial assets and financial liabilities are recognised on the
Group's balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Goodwill
Goodwill arising on consolidation represents the excess cost of
acquisition over the Group's interest in the fair value of the
identifiable assets and liabilities of a subsidiary at the date of
acquisition. Goodwill is initially recognised as an asset and
reviewed for impairment at least annually. Any impairment is
recognised immediately in the income statement and is not
subsequently reviewed.
Goodwill is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash-generating units and is not
amortised but is tested annually for impairment. In respect of
equity accounted investees, the carrying amount of goodwill is
included in the carrying amount of the investment in the
investee.
Financial assets (including receivables)
In accordance with IFRS 9 impairment of financial assets is
based on an expected credit loss ('ECL') model. The ECL model
requires the Group to account for ECLs and changes in those ECLs at
each reporting date to reflect changes in credit risk since initial
recognition of the financial assets. Financial assets are impaired
where there is objective evidence that, as a result of one or more
events that occurred after the initial recognition of the financial
asset, the estimated future cash flows of the investment have been
affected, IFRS 9 also requires current and future events to be
considered when making an impairment assessment.
IFRS 9 requires the Group to measure the loss allowance for a
financial instrument at an amount equal to the lifetime ECLs if the
credit risk on that financial instrument has increased
significantly since initial recognition, or if the financial
instrument is a purchased or originated credit -- impaired
financial asset.
However, if the credit risk on a financial instrument has not
increased significantly since initial recognition (except for a
purchased or originated credit -- impaired financial asset), the
Group is required to measure the loss allowance for that financial
instrument at an amount equal to 12 -- months ECL. IFRS 9 also
requires a simplified approach for measuring the loss allowance at
an amount equal to lifetime ECL for trade receivables, contract
assets and lease receivables in certain circumstances.
The carrying amounts of the Group's non-financial assets, other
than investment property, inventories and deferred tax assets, are
reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, then the
asset's recoverable amount is estimated. For goodwill, and
intangible assets that have indefinite useful lives or that are not
yet available for use, the recoverable amount is estimated each
year at the same time.
The recoverable amount of an asset or cash-generating unit is
the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In
respect of other assets, impairment losses recognised in prior
periods are assessed at each reporting date for any indications
that the loss has decreased or no longer exists. An impairment loss
is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset's carrying amount does not exceed
the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been
recognised.
Revenue recognition
Revenue is recognised when the performance obligations have been
met:
-- Lottery business revenue represents takings received for
entry into the lottery prize draws. Revenue is recognised on the
date that the draw takes place. Revenue in relation to performance
obligations that are delivered over the life of a contract are
recognised on a pro rata basis.
-- Payment processing revenue represents the consideration
received or receivable from the merchants for services provided.
Key revenue streams the Company reports are transaction service
charges that relate to services provided to process transactions
between the customer and an acquiring bank, which is a bank that
accepts card payments from the card-issuing banks. Revenue is
recognised when the transactions are successfully processed and is
recognised per transaction. Process fees are charged per
transaction for providing gateway services.
-- Payment solutions revenue is recognised at the point when a
chargeable transaction occurs. A handling fee is charged as a
percentage of the value of the transaction as contractually agreed
with the customer and the revenue is recognised at the point of
that transaction. Where a Customer has a foreign exchange
requirement revenue is recognised when the transaction occurs and
is calculated as the net margin between the agreed exchange rate
charged to the Customer and the exchange rate incurred from any
third party provider for undertaking the transaction.
Taxation
Tax on the profit or loss for the year comprises current and
deferred tax. Tax is recognised in the income statement except to
the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity.
Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted or
substantively enacted at the balance sheet date, and any adjustment
to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The following
temporary differences are not provided for: the initial recognition
of goodwill; the initial recognition of assets or liabilities that
affect neither accounting nor taxable profit other than in a
business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in
the foreseeable future. The amount of deferred tax provided is
based on the expected
manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively
enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the temporary difference can be utilised.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any recognised accumulated impairment
losses. Useful lives are reviewed annually by the Directors.
Where parts of an item of property, plant and equipment have
different useful lives, they are accounted for as separate items of
property, plant and equipment.
Depreciation is charged to the income statement on a
straight-line basis over the estimated useful lives of each part of
an item of property, plant and equipment. The estimated useful
lives are as follows:
-- office equipment 4 years
-- vehicles 5 years
Depreciation methods, useful lives and residual values are
reviewed at each balance sheet date.
Leased assets
Payments made under operating leases are recognised in the
income statement on a straight-line basis over the term of the
lease. Lease incentives received are recognised in the income
statement as an integral part of the total lease expense.
Financing income and expenses
Financing expenses comprise interest payable and finance charges
recognised in profit or loss using the effective interest method,
unwinding of the discount on provisions, and net foreign exchange
losses that are recognised in the income statement (see foreign
currency accounting policy. Financing income comprise interest
receivable on funds invested, dividend income, and net foreign
exchange gains.
Interest income and interest payable is recognised in profit or
loss as it accrues, using the effective interest method. Dividend
income is recognised in the income statement on the date the
entity's right to receive payments is established. Foreign currency
gains and losses are reported on a net basis.
Impairment of tangible and intangible assets excluding
goodwill
The carrying amounts of the Group's non-financial assets, other
than investment property, inventories and deferred tax assets, are
reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, then the
asset's recoverable amount is estimated. For goodwill, and
intangible assets that have indefinite useful lives or that are not
yet available for use, the recoverable amount is estimated each
year at the same time.
The recoverable amount of an asset or cash-generating unit is
the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In
respect of other assets, impairment losses recognised in prior
periods are assessed at each reporting date for any indications
that the loss has decreased or no longer exists. An impairment loss
is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset's carrying amount does not exceed
the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been
recognised.
Foreign currencies
The individual financial statements of each Group company are
prepared in the currency of the primary economic environment in
which it operates (its functional currency). For the purposes of
the consolidated financial statements, the results and financial
position of each Group company are expressed in Pounds Sterling,
which is the functional currency of the parent company, and the
presentational currency for the consolidated Financial
statements.
Transactions in foreign currencies are translated to the
respective functional currencies of Group entities at the foreign
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the
balance sheet date are retranslated to the functional currency at
the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the income
statement. Non-monetary assets and liabilities that are measured in
terms of historical cost in a foreign currency are translated using
the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currencies that are
stated at fair value are retranslated to the functional currency at
foreign exchange rates ruling at the dates the fair value was
determined.
Share based payments
Share-based payment arrangements in which the Group receives
goods or services as consideration for its own equity instruments
are accounted for as equity-settled share-based payment
transactions, regardless of how the equity instruments are obtained
by the Group.
The grant date fair value of share-based payment awards granted
to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the
employees become unconditionally entitled to the awards. The fair
value of the options granted is measured using an option valuation
model, taking into account the terms and conditions upon which the
options were granted. The amount recognised as an expense is
adjusted to reflect the actual number of awards for which the
related service and non-market vesting conditions are expected to
be met, such that the amount ultimately recognised as an expense is
based on the number of awards that do meet the related service and
non-market performance conditions at the vesting date. For
share-based payment awards with non-vesting conditions, the grant
date fair value of the share-based payment is measured to reflect
such conditions and there is no true-up for differences between
expected and actual outcomes.
Share-based payment transactions in which the Group receives
goods or services by incurring a liability to transfer cash or
other assets that is based on the price of the Group's equity
instruments are accounted for as cash-settled share-based payments.
The fair value of the amount payable to employees is recognised as
an expense, with a corresponding increase in liabilities, over the
period in which the employees become unconditionally entitled to
payment. The liability is remeasured at each balance sheet date and
at settlement date. Any changes in the fair value of the liability
are recognised as personnel expense in profit or loss.
Other than for business combinations, the only share based
payments of the Group are equity settled share options and certain
liability settlements. The Group has applied the requirements of
IFRS 2 - Share-based Payments.
For share options granted, an option pricing model is used to
estimate the fair value of each option at grant date. That fair
value is charged on a straight-line basis over the vesting period
as an expense in the income statement, with a corresponding
increase in equity.
For shares issued in settlement of fees and/or liabilities, the
Directors estimate the fair value of the shares at issue date and
that value is charged on a straight line basis as an expense in the
income statement (for fees) or reduction in the balance sheet
liability (for liabilities) with a corresponding increase in
equity.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call
deposits. Bank overdrafts that are repayable on demand and form an
integral part of the Group's cash management are included as a
component of cash and cash equivalents for the purpose only of the
cash flow statement.
Trade receivables
Trade receivables are measured at initial recognition at fair
value, and are subsequently measured at amortised cost using the
effective interest rate method. Appropriate allowances for
estimated irrecoverable amounts are recognised in profit and loss
when there is objective evidence that the asset is impaired. The
allowance recognised is measured as the difference between the
asset's carrying amount and the present value of estimated future
cash flows discounted at the effective interest rate compound at
initial recognition.
Trade receivables are stated at their nominal value as reduced
by appropriate allowances for estimated irrecoverable amounts.
Investments in debt and equity securities
Investments in debt and equity securities held by the Group are
classified as either fair value through profit or loss (FVTPL) or
fair value through other comprehensive income (FVTOCI) and are
stated at fair value. Any resultant gain or loss is recognised in
the Statement of Profit and Loss or directly in equity
respectively, except for impairment losses and, in the case of
monetary items such as debt securities, foreign exchange gains and
losses. When these investments are derecognised, the cumulative
gain or loss previously recognised directly in equity is recognised
in profit or loss.
In the prior year investments in equity securities were
classified as being available-for-sale and are stated at fair
value, with any resultant gain or loss being recognised directly in
equity (in the revaluation reserve), except for impairment losses
and, in the case of monetary items such as debt securities, foreign
exchange gains and losses. When these investments and derecognised,
the cumulative gain or loss previously recognised directly in
equity is recognised in profit or loss.
The Company has taken the exemption available to it under IFRS 9
not to restate the prior period figures.
Financial instruments held for trading or designated upon
initial recognition are stated at fair value, with any resultant
gain or loss recognised in profit or loss.
Investments in debt and equity securities whose fair value
cannot be reliably measured are stated at amortised cost less
impairment.
Financial liability and equity
Financial liabilities are classified according to the substance
of the contractual agreements entered into. An equity instrument is
any contract that evidences a residual interest in the assets of
the Group after deducting all of its liabilities. Equity
instruments are recognised at the amount of proceeds received net
of costs directly attributable to the transaction. To the extent
that those proceeds exceed the par value of the shares issued they
are credited to a share premium account.
Trade payables
Trade and other payables are recognised initially at fair value.
Subsequent to initial recognition they are measured at amortised
cost using the effective interest method.
Provisions
A provision is recognised in the balance sheet when the Group
has a present legal or constructive obligation as a result of a
past event, that can be reliably measured and it is probable that
an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects risks specific to
the liability .
2. Earnings per ordinary share
The calculation of basic earnings per share and diluted earnings
per share is based on the results and weighted average number of
ordinary shares as follows:
6 month 12 month 6 month 12 month
Period ended Period ended Period ended ended
31-Jul 31-Jan 31-Jul 31-Jan
2020 2020 2019 2019
(unaudited) (audited) (restated) (restated)
Attributable
to equity
GBP000's 192 (4,226) (1,318) (393)
----------------------------- --------------------------------- -------------------------------- -----------
Weighted
average
number of
ordinary
shares:
Basic 3,090,830 3,090,830 3,090,830 2,734,996
3. Share capital
As at As at As at
31-Jul 31-Jul 31-Jan
2020 2019 2020
GBP'000 GBP'000 GBP'000
Issued and fully paid: 3,116 3,116 3,116
---------------------- --------------------------- ------------------
4. Profit and loss of discontinued operations
Period ended Period ended Period ended
31-Jul 31-Jul 31-Jan
2020 2019 2020
GBP'000 GBP'000 GBP'000
Revenue - - 104
- -
Cost of Sales -
Gross Profit - - -
- -
Administrative expenses -
Operating profit before exceptional items - - -
- -
Finance expenses/(interest income) - - -
(Loss) before and after taxation - - -
Gain on sale of discontinued operations 759 - -
Profit for the period from discontinued operations 759 - -
--------------- ------------- ----------------
5. Cash used in continuing operations
Period ended Period ended Period ended
31-Jul 31-Jul 31-Jan
2020 2019 2020
GBP'000 GBP'000 GBP'000
Profit/(Loss)
attributable to
equity holders (567) (1,318) (4,266)
Finance costs - - 4
Finance income - - (4)
Depreciation,
amortisation and
impairment - 86 347
Impairments - - 1,843
Fair value
adjustments - - (121)
Loss on disposal of
fixed assets - - 10
Decrease/(increase)
in debtors 633 351 (210)
(Decrease)/increase
in creditors 837 952 2,355
------------------------------- --------------------------------- -------------------------
Cash generated from/
(used in) continuing
operations 903 71 (42)
------------------------------- --------------------------------- -------------------------
6. Transactions with related parties
The transactions set out below took place between the Group and
certain related parties.
On 30 June 2020 the company announced that in order to replace
the proposed investment from AIS that it had entered into an
agreement with a number of individuals including existing
shareholders entering into an unsecured convertible loan note for a
total amount of GBP415,000 to improve the working capital position
of the Company.
Included within the subscriptions for the Convertible Loan notes
are the following related party and Persons Discharging Managerial
Responsibilities:
1. GBP110,000 by Philip Jackson a member of the operations committee
2. GBP75,000 by First Hartford Trust, a family trust of Mr John Botros, a subsidiary director
3. GBP20,000 by Daniel Pym, finance director
4. GBP20,000 by James Rose, a subsidiary director
5. GBP10,000 by Tilly Beazeley a person closely associated with
Philip Jackson, member of the operations committee
6. GBP5,000 by Roger Matthews, the Chairman
7. GBP5,000 by Arno Rudolf, a Non-Executive Director
8. GBP5,000 by Tim Razzall, who was Chairman until 31 July 2019 .
Directors' fees and consultancy services
Lord E T Razzall
Lord E T Razzall, a director, charged the Group GBP8,000 (six
months ended Jul 2019: GBP20,754; twelve months ended Jan 2020:
GBP43,755) in the period, for directorship services provided, via
an entity trading as R T Associates. At the period end R T
Associates was owed GBP35,600 (Jul 2019: GBPnil; Jan 2020:
GBP27,600).
Arno Rudolf
Arno Rudolf, a director, charged the Group GBP10,000 (six months
ended Jul 2019 GBP10,000; twelve months ended Jan 2020: GBP20,000)
in the period, for directorship services. At the period end, Mr
Rudolf was owed GBP36,667 (six months ended Jul 2019 GBP16,667;
twelve months ended Jan 2020: GBP26,667).
Kathy Cox
Kathy Cox, a director, charged the Group GBP12,000 (six months
ended Jul 2019 GBPnil; twelve months ended Jan 2020: GBP12,359) in
the period, for directorship services. At the period end, Kathy Cox
was owed GBP26,830 (six months ended Jul 2019 GBPnil; twelve months
ended Jan 2020: GBP14,830).
Jacques Leuba
Jacques Leuba, a director, charged the Group GBP12,000 (six
months ended Jul 2019 GBPnil; twelve months ended Jan 2020:
GBP12,667) in the period, for directorship services. At the period
end, Mr Leuba was owed GBP24,667 (six months ended Jul 2019 GBPnil;
twelve months ended Jan 2020: GBP12,667).
Roger Matthews
Roger Matthews, a director, charged the Group GBP15,000 (six
months ended Jul 2019 GBPnil; twelve months ended Jan 2020:
GBP17,261) in the period, for directorship services. At the period
end, Mr Matthews was owed GBP32,261 (six months ended Jul 2019
GBPnil; twelve months ended Jan 2020: GBP17,261).
John M Botros
John M Botros is a director of Timegrand Limited, Soccerdome
Limited, Barrington Lewis Limited and company Secretary of Prize
Provision Services Limited.
John Botros charged the Group GBP36,000 (six months ended Jul
2019 GBP18,000; twelve months ended Jan 2020: GBP101,000) in the
period, for directorship and company secretarial services provided,
via an entity Bluedale Corporate Limited ("BCL"). John Botros also
charged the Group GBPnil (six months ended Jul 2019 GBPnil; twelve
months ended Jan 2020 GBP3,447) for expenses incurred on the
Group's behalf via an entity St James Chambers.
At the period end BCL was owed GBP50,000 (Jul 2019 GBP100,000.23
; twelve months ended Jan 2020: GBP75,528).
James Rose
James Rose is a director of Prize Provision Services Limited
('PPSL'). During the period James Rose charged PPSL GBP30,000 (six
months ended Jul 2019 GBP30,000; twelve months ended Jan 2020:
GBP60,000) in the period, for directorship services. end Nineteen
Twelve Management Limited was owed GBP79,745 (six months ended Jul
2019 GBP88,200; twelve months ended Jan 2020: GBP79,167).
Phillite D UK Limited
Included in trade debtors is an amount of GBP820,000 (Jul 2019:
GBP1,234,452 and Jan 2020: GBP840,000 in trade receivables due from
Phillite D UK Limited ("PDU"), a company in which John Botros is a
director and Phil Jackson is the person with significant
control.
7. Organisational and Structural Changes During the six months to 31 July 2020
Disposal of subsidiary
MDC Nominees Limited
On 28 February 2020 the Group disposed of Market Access Ops
Limited to MDC Nominees Limited, a company controlled by J M Botros
for a consideration of GBP1.
8. Interim Financial Report
The unaudited interim financial report, which is the
responsibility of the directors and was approved by them on 22
March 2020, does not constitute statutory accounts within the
meaning of Section 435 of the Companies Act 2006.
This report is available on St James House PLC's website at
www.sjhplc.com. Copies are available from the Company at its
registered office:
Gainsborough House, 59-60 Thames Street, Windsor, SL4 1TX,
United Kingdom.
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END
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