St James House PLC New Lottery Joint Venture (7436H)
02 August 2019 - 12:00PM
UK Regulatory
TIDMSJH
RNS Number : 7436H
St James House PLC
02 August 2019
St James House plc
New Lottery Joint Venture
("SJH" the "Group" or the "Company")
2 August 2019
Further to the announcement of 8 March 2019, SJH announces it
has agreed to establish a lottery joint venture with ZeU Crypto
Networks Ltd ("ZeU") a wholly owned subsidiary of St Georges Eco
Mining Corp of Montreal Canada ("SGEM"), whose shares are quoted on
the Canadian Securities Exchange (the "JV").
As previously announced the material terms are:
1. The Group will hold a 45.0 per cent equity interest in the JV
and the other shareholders will be ZeU with 19.9 per cent, SGEM
with 19.9 per cent and the balance with outside shareholders.
2. All costs of the JV will be met by ZeU and in return ZeU will
charge a service fee that will not exceed 90.0 per cent of the
revenues from the JV.
3. The remaining 10.0 per cent of the revenues of the JV will be
distributed as a dividend to the shareholders, so the Group will
receive 4.5 per cent of the revenues of the JV by way of
dividend.
4. SJH will appoint three directors to the JV, from existing
Group directors, consultants and employees, and ZeU will appoint
two directors.
5. The Group's interest in the JV will be held by PPS Blockchain
Ltd, a newly incorporated, wholly owned subsidiary of SJH ("PPSB").
PPSB will issue within three months after the issue of the audited
accounts of the JV from the second year of trading, 100,000
non-voting, zero coupon redeemable preference shares of 2p each at
par value to ZeU (the "Preference Shares"). The Preference Shares
will be redeemable in 21 years from issue, the redemption price to
be fixed on issue based on an independent valuation report of the
value of the Group's equity interest in the JV at that time. At the
discretion of ZeU, the Preference Shares may be exchanged on the
basis of 1 Preference Share for every 2 ordinary shares of 1 pence
each in SJH ("Ordinary Shares") with notice to be given one day
before the Preference Shares are due to be redeemed in 21 years
from issue (the "Exchange"), i.e. a maximum of 200,000 Ordinary
Shares may be issued, which today would represent 6.42 per cent of
the Company's issued share capital, as enlarged by the
Exchange.
The purpose of the JV will be to establish and run a
blockchain-based lottery using ZeU's blockchain technology, which
enables the generation of random numbers to determine winners in a
fair and transparent manner. This may be expanded into other gaming
and gambling related areas.
The JV will be incorporated and established in Malta and the
relevant licence will be applied for from the Maltese authorities
once the JV has suitably progressed. Establishment and regulatory
approval are anticipated to take several months, but the Group
hopes to have this achieved during the current financial year.
The expertise of our management team at the Company's
subsidiary, Prize Provision Services Ltd will be made available to
the JV. The necessary blockchain technology will be licenced to the
JV by ZeU at no additional cost.
As ZeU is meeting the costs of the JV, the risks to the Company
are minimal and the potential upside for the Company could be
significant, if, as anticipated blockchain-based lotteries capture
an increasing share in the lottery market.
Lord Razzall, previously the Non-Executive Chairman of SJH, is a
Director of ZeU, and has recused himself from board meetings and
resolutions regarding the JV. He holds no common shares in ZeU and
owns less than 1 per cent of the common shares of SGEM; he is not a
director of SGEM. Lord Razzall is expected to be proposed by the
Group as Chairman of the JV.
Graeme Paton, the Group CEO commented, "The establishment of
PPSB and the agreement to establish the JV is an exciting
development for the Group. Like many FinTech businesses, we have
explored the potential to use blockchain-based systems in our
product operations, and this JV is our first step, helping us build
our expertise in the area, while leveraging our existing skills in
lottery management."
Regulatory disclosures
Further to the Company's announcement of 31 July 2019, Roger
Matthews is also a director of Solo Asset Management Limited and
JRL Investments Limited.
For further information, contact:
St. James House PLC
Graeme Paton, CEO
Website www.sjhplc.com 023 9319 0731
Allenby Capital Limited
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss 020 3328 5656
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END
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