St James House PLC New Lottery Joint Venture (2261S)
March 08 2019 - 1:00AM
UK Regulatory
TIDMSJH
RNS Number : 2261S
St James House PLC
08 March 2019
8 March 2019
St James House PLC
("SJH", the "Group" or the "Company")
New Lottery Joint Venture
The Board of Directors of SJH (the "Board") is pleased to
announce it has agreed terms, subject to contract, to establish a
new lottery joint venture in Malta. The Company's partner in this
joint venture is ZeU Crypto Networks Limited ("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 "Lottery JV")
The Lottery JV will be established as a new company in Malta and
will combine the Company's expertise in regulated lottery
management and administration with ZeU's innovative
blockchain-based technology. The Group will hold a 45 per cent
equity interest in the Lottery 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. All costs of the Lottery JV will be met
by ZeU and in return, ZeU will charge a service fee that will not
exceed 90% of the revenues from the Lottery JV. The remaining 10
per cent of the revenues of the Lottery JV will be distributed as a
dividend to the shareholders, i.e. the Group will receive 4.5 per
cent of the revenues of the Lottery JV by way of a dividend. SJH
will appoint three directors to the Lottery JV and ZeU will appoint
one director. The Lottery JV will apply to the Maltese authorities
for the appropriate licence to operate a lottery.
The Group's interest in the Lottery JV will be held by PPS
Blockchain Limited, a wholly owned subsidiary of SJH ("LottoCo").
LottoCo will issue 100,000 non-voting, zero-coupon redeemable
preference shares of 2 pence each to ZeU (the "Preference Shares").
The Preference Shares will be redeemable in 21 years, the
redemption price of the Preference Shares to be fixed within 3
months after the issue of the audited accounts of the Lottery JV
for the second year of trading and will be based on an independent
valuation report of the value of the Group's equity interest. At
the discretion of ZeU, the Preference Shares may be exchanged on
the basis of one Preference Share for two 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, i.e. a maximum of 200,000 Ordinary Shares may be issued.
Lord Razzall, the Non-Executive Chairman of SJH is a director of
ZeU and has recused himself from Board meetings and resolutions
regarding the Lottery JV. He holds no common shares in ZeU, owns
less than 1 per cent of the common shares of SGEM and is not a
director of SGEM.
For further information, contact:
St James House PLC
Graeme Paton, CEO 020 7493 9644
Allenby Capital Limited (Nomad & Broker)
John Depasquale / Nick Harriss 020 3328 5656
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END
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