TIDMBIH
RNS Number : 0918J
Boston International Holdings PLC
22 April 2022
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 (which forms part of
domestic UK law pursuant to the European Union (Withdrawal) Act
2018) ("UK MAR"). In addition, market soundings (as defined in UK
MAR) were taken in respect of certain of the matters contained
within this announcement, with the result that certain persons
became aware of inside information (as defined under UK MAR). Upon
the publication of this announcement via a Regulatory Information
Service, those persons who/which received inside information in a
market sounding are no longer in possession of such inside
information, which is now considered to be in the public
domain.
For immediate release
22 April 2022
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or the "Company")
Fundraising & Issue of New Convertible Loan Notes 2023
Further to the announcement made by the Company on 12 April
2022, the board of directors of BIH (the "BIH Board") announces
that it has conditionally raised funding of GBP334,890 (before
expenses) of which GBP187,033 was raised via the issue of
18,703,306 new ordinary shares in the Company at a placing price of
1 pence per share (the "Placing").
As part of the Placing, Borden James, a Director of the Company,
instructed the Company to allot and issue to a Peterhouse Capital
Limited ("Peterhouse") controlled placing account, the 29,571,400
Ordinary Shares originally due to be allotted and issued directly
to him. These 29,571,400 shares have been immediately placed by
Peterhouse as part of the Placing, and the GBP147,857 proceeds
received by Mr James have simultaneously been reinvested back into
the Company, via the issue to Mr James by BIH of a new convertible
loan note .
The Placing was conducted by Peterhouse Capital on behalf of the
Company
Further information on the Placing and the Disposal can be found
below.
Applications for Admission of the New Ordinary Shares
Applications have been made to the FCA and the London Stock
Exchange for the 18,703,306 new ordinary shares to be admitted to
listing on the Official List (standard listing segment) and to
trading on the London Stock Exchange's main market for listed
securities ("Admission"). It is expected that Admission will become
effective and trading in such new ordinary shares will commence at
8.00 a.m. on 26 April 2022.
Total Voting Rights
Following the issue of the 18,703,306 new ordinary shares, which
on Admission will rank pari passu with the existing issued ordinary
shares of 1 pence each in the Company ("Ordinary Shares") , the
total number of Ordinary Shares in issue with voting rights in the
Company will be 112,219,843. There are no Ordinary Shares held in
treasury by the Company.
The above figure of 112,219,843 may therefore be used by
shareholders as the denominator for the calculation by which they
may determine if they are required to notify their interest in, or
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Subscription by Director for New Convertible Loan Notes
As outlined above, Peterhouse has sold all of the 29,571,400 new
ordinary shares recently issued on conversion by Borden James of
GBP295,714 existing convertible loan notes held by him, as
announced by the Company on 12 April 2022, Again as outlined above,
Mr James has used the sale proceeds to subscribe for GBP147,857
principal of new convertible loan notes to be issued by the Company
("New Convertible Loan Notes") with a conversion price of 0.5 pence
per share.
The New Convertible Loan Notes will, when issued, have the same
terms as the Existing Convertible Loan Notes (as referred to and
varied as stated in the announcement by the Company on 12 April
2022), save as regards conversion.
Following the Placing, Borden James holds no Ordinary Shares in
the Company.
General Meeting
The Company has committed to convene a general meeting of
shareholders of the Company (a "General Meeting") to sub-divide and
convert each ordinary share of 1 pence in the Company into one
ordinary share of 0.1 pence and one deferred share of 0.9 pence
(such deferred shares having no voting or dividend rights and being
effectively worthless) (the "Share Capital Reorganisation"). The
New Convertible Loan Notes provide for conversion into:-
- 29,571,400 new ordinary shares of 0.1 pence each in the
Company issued at 0.5 pence per share if the Share Capital
Reorganisation has taken place at the time of conversion; or
- 14,785,700 ordinary shares of 1 pence each in the Company
issued at 1 pence per share (together with a 'default' payment by
the Company of 1 pence per ordinary share of 1 pence in the Company
arising on conversion, which the Company may satisfy by the issue
of ordinary shares of 1 pence in the Company issued at 1 pence per
share) if the Share Capital Reorganisation has not taken place at
the time of conversion.
Related party transaction
The issue of the New Convertible Loan Notes to Borden James, an
existing Director of BIH, constitutes a 'related party transaction'
for the purposes of the Listing Rules. Christopher Pitman, Martin
Lampshire and Richard Hartheimer, the three other Directors of BIH,
consider that the terms of such 'related party transaction' are
fair and reasonable insofar as the shareholders of BIH are
concerned and accordingly have approved it. Borden James did not
participate in the approval of, or vote on, such transaction.
Serious loss of capital
It has recently come to the attention of the BIH Board that the
value of the Company's net assets is less than half of its
called-up share capital and that is deemed to be a 'serious loss of
capital' within the meaning of section 656 of the Companies Act
2006 (the "Companies Act").
In such circumstances, the Directors of the Company are
required, pursuant to section 656(1) of the Companies Act, to call
a general meeting to consider whether any, and if so what, steps
should be taken to deal with the situation. Accordingly, the
business to be conducted at the General Meeting (referred to above
for the purposes of approving the Share Capital Reorganisation)
will also include consideration of what, if any, such steps should
be taken.
The BIH Board does not consider it necessary for specific
resolutions to be proposed at the General Meeting in relation to
the 'serious loss of capital' position, but it does however invite
shareholders of the Company to discuss the position generally at
the General Meeting.
Whilst the Placing, which will raise GBP187,033 (before
expenses) for the Company, and the receipt of the GBP147,857
subscription monies for the New Convertible Loan Notes will not
result in the Company's net assets equalling or exceeding half of
its called-up share capital, it will go some way to addressing the
position.
A circular containing notice of a General Meeting will therefore
be despatched shortly.
For more information, please contact:-
Boston International Holdings Plc
Christopher Pitman, Chairman +44 (0) 7891 104329
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey +44 (0) 20 7469 0930
The following information relating to the transactions by Borden
James has been filed with the FCA in accordance with Article 19(1)
of UK MAR.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name William Borden James
-------------------------- ------------------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Director
-------------------------- ------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Boston International Holdings plc
-------------------------- ------------------------------------
b) LEI 213800OVVYT6ZUJUXD69
-------------------------- ------------------------------------
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 of Ordinary Shares of 1 pence each
the financial
instrument, type ISIN: GB00BD70S874
of instrument
Identification
code
-------------------------- ------------------------------------
b) Nature of the Sale of 29,571,400 shares
transaction
-------------------------- ------------------------------------
c) Price(s) and Price No. of shares
volume(s) 0.5 pence 29,571,400
--------------
-------------------------- ------------------------------------
d) Aggregated information
- Aggregated
volume
- Price 29,571,400
0.5 pence
-------------------------- ------------------------------------
e) Date of the transaction 22 April 2022
-------------------------- ------------------------------------
f) Place of the Outside a trading venue
transaction
-------------------------- ------------------------------------
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