TIDMBIH
RNS Number : 5103A
Boston International Holdings PLC
26 September 2022
Boston International Holdings plc
("BIH" or "the Company")
26 September 2022
UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHSED 30 JUNE 2022
Boston International Holdings plc, formed in November 2015,
which operates as a special purpose acquisitions company (SPAC) to
undertake one or more acquisitions of target companies or
businesses, announces its unaudited half year report for the six
months ended 30 June 2022.
Chairman's Statement
I have pleasure in presenting the interim results of Boston
International Holdings Plc for the six months ended 30 June
2022.
During the financial period under review, the Company reported a
net loss of GBP268,877, being the administrative expenses incurred.
As at 30 June 2022 the Company had cash in bank balance of
GBP182,000.
During the period under review the Directors have continued to
actively review potential acquisition opportunities for the Company
expanding its search for an appropriate acquisition target
A further announcement will be made at such time as the Company
is able to provide further details on any proposed transaction.
Christopher Pitman
Chairman
Interim Management Report
Company Objective
The Company was originally formed to undertake an acquisition of
a target company or business in the foreign exchange (FX) sector,
however due to a lack of current opportunities in that sector,
following the general meeting held on 6 September 2019 the
Directors' efforts in identifying a prospective target company or
business are no longer limited to a particular industry or
geographic region.
There is no specific expected target value for the acquisition
and the Company expects that any funds not used for the acquisition
will be used for future acquisitions, internal or external growth
and expansion, and working capital in relation to the acquired
company or business.
Following completion of an acquisition, the objective of the
Company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the acquisition.
Key Events
On 7 March 2022 the Company announced that the Final Repayment
Date in respect of the GBP125,714 nominal Zero Coupon Convertible
Unsecured Loan Notes 2022 issued by the Company on 12 April 2021
has been extended from 31 March 2022 to 30 September 2022. All
other terms of the Convertible Loan Notes remain unchanged from the
terms announced by the Company on issue.
On 12 April 2022 the Company announced that the terms of the
existing GBP125,714 convertible loan notes issued on 12 April 2021
and the existing GBP251,000 convertible loan notes issued on 7 July
2021 have been varied such that the final repayment date has been
extended from 30 September 2022 to 30 September 2023; and the
conversion provisions (at a price of 1 pence per ordinary share
into ordinary shares of 1 pence each in the Company) have been
amended so that they are now convertible into ordinary shares at
any time, with the written consent of the Company at any time prior
to the 'Final Repayment Date' and will now automatically be
converted at the earlier of the publication of a prospectus or the
completion of a 'reverse takeover' transaction and admission of the
Company's share capital to trading on a recognised stock exchange.
The Company further announced that , following the variation of the
Existing Convertible Loan Notes the aggregate GBP295,714 principal
of Existing Convertible Loan Notes held by Borden James, a Director
of BIH (following the transfer of GBP95,714 of such Convertible
Loan Notes to him by Boston Merchant (HK) Limited, a company 98.04%
owned by him) have been converted into 29,571,400 new ordinary
shares of 1p each in the Company at a conversion price of 1p per
share, allotted and issued to Borden James.
On 22 April 2022 the Company announced the placing of 18,703,307
new ordinary shares at price of 1 pence per share to raise
GBP187,033. As part of the Placing, Borden James, a Director of the
Company, instructed the Company to allot and issue the 29,571,400
Ordinary Shares allotted and issued to him. These 29,571,400 shares
were immediately placed in the market 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 New Convertible Loan Notes will 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.
On 20 May 2022 the Company announced that shareholders had
approved at a General Meeting a resolution to effect a share
capital reorganisation (sub-dividing and converting each ordinary
share of 1 pence in the capital of the Company into one ordinary
share of 0.1 pence and one deferred share of 0.9 pence).
Principal Risks and Uncertainties
The Company is subject to a number of risk factors. The
Directors have identified the following key risks in the second six
months of this financial year. Other risk factors not presently
known or currently deemed immaterial may also apply.
-- The Company is dependent on its directors, in particular the
Chairman, to manage the Company and its future strategy. If the
Company were to lose the services of the Chairman, it could have a
material adverse effect on the Company and its ability to implement
its future strategy.
Whilst it continues its assessment of potential acquisition
opportunities, the Board will continue to prudently manage the
Company's remaining cash reserves and minimise its operating
expenses in order to put the Company in the best position possible
to complete an acquisition.
Related Parties Transactions
On 22 April 2022 as part of the financial arrangements set out
above, Mr James, a Director of the Company, invested GBP147,857
into New Convertible Loan Notes. Mr James holds no Ordinary Shares
in the Company.
Responsibility Statement
The Directors are responsible for preparing the Interim Report
in accordance with the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority ('DTR') and with
International Accounting Standard 34 on Interim Financial Reporting
(IAS 34).
The Directors (all non-executive) being Christopher Pitman,
Martin Lampshire, W Borden James and Richard Hartheimer confirm
that to the best of their knowledge:
-- the interim financial statements, prepared in accordance with
the applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company; and
-- the interim financial statements have been prepared in
accordance with IAS 34 and that as required by DTR 4.2.7 and DTR
4.2.8, the Interim Report gives a fair review of:
- important events that have occurred during the first six months of the year;
- the impact of those events on the financial statements;
- a description of the principal risks and uncertainties for the
remaining six months of the financial year;
- details of any related party transactions that have materially
affected the Company's financial position or performance in the six
months ended 30 June 2021; and
- any changes in the related parties transactions described in
the last annual report that could have a material effect on the
financial position or performance of the enterprise in the first
six months of the current financial year.
By order of the Board
Christopher Pitman
Chairman
23 September 2022
Boston International Holdings plc
Condensed Statement of Comprehensive Income
Six months Six months 12 months
30 June 30 June 31 December
2022 2021 2021
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Revenue - - -
----------- ----------- ------------
Administrative
expenses (279) (187) (418)
----------- ----------- ------------
Operating loss (279) (187) (418)
Finance income/(expense) 10 - (16)
----------- ----------- ------------
Loss on ordinary activities
before taxation (269) (187) (434)
Income tax expense - - -
----------- ----------- ------------
Loss after taxation (269) (187) (434)
Other comprehensive
income - - -
----------- ----------- ------------
Total comprehensive income
attributable to (269) (187) (434)
owners of the
parent
=========== =========== ============
Earnings per share
(EPS):
Basic and diluted(pence) 3 (0.32) (0.46) (0.84)
=========== =========== ============
Boston International Holdings plc
Condensed Statement of Financial Position as at 30 June 2022
6 months 6 months 12 months
30 June 30 June 31 December
2022 2021 2021
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Current assets
Other receivables and prepayments 19 17 32
Cash and bank balances 182 100 65
Total Assets 201 117 97
Current Liabilities
Unsecured Loan - (200) -
Convertible Loan Notes - (126) (356)
Other payables and accruals (83) (78) (35)
Total current liabilities (83) (404) (391)
Liabilities due in more than
12 months
Convertible Loan Notes (203) - -
---------- ------------
Total liabilities due in
more than 12 months (203) - -
Total Liabilities (286) (404) (391)
Net Assets/(Liabilities) (85) (287) (294)
========== ========== ============
Equity
Share capital 4 1,122 439 639
Share premium 1,318 1,318 1,318
Other reserves 35 - 40
Reserves (2,560) (2,044) (2,291)
(287) (287) 173
Total Equity and Liabilities (85) (287) (294)
========== ========== ============
Boston International Holdings plc
Condensed Statement of Changes in Equity
For the six month period ended 30 June 2022 (Unaudited)
Share Share Other Retained Total
capital premium reserves profits equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 January
2021 366 1,318 - (1,857) (173)
Issue of shares 73 - - - 73
Loss for the
period - - - (187) (187)
Balance at 30 June
2021 439 1,318 0 (2,044) (287)
======== ======== ========= ========= ========
Issue of shares 200 - - - 200
Loss for the
period - - - (247) (247)
Convertible Loan
Notes-
equity element - - 40 - 40
Balance at 31 December
2021 639 1,318 40 (2,291) (294)
======== ======== ========= ========= ========
Issue of shares 483 483
Loss for the
period (269) (269)
Convertible Loan
Notes-
equity element (5) (5)
Balance at 30 June
2022 1,122 1,318 35 (2,560) (85)
======== ======== ========= ========= ========
-
Boston International Holdings plc
Condensed Statements of Cash Flows
For the six-month period ended 30 June 2022
6 months 6 months 12 months
30 June 30 June 31 December
2022 2021 2021
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Cash flow from operating activities
Loss before taxation (269) (187) (434)
Adjustment for:
Interest income/(expense) (10) - 16
Operating cash flows before movements
in working capital (279) (187) (418)
Decease/(increase) in trade
and other receivables 12 (7) (21)
Decrease/(increase) in trade
and other payables 49 22 (22)
---------- ---------- ------------
Cash generated from operations 61 15 (43)
Cash flows from operating
activities (218) (172) (461)
---------- ---------- ------------
Proceeds from share issue 483 73 273
Convertible Loan Notes (158) 126 396
Unsecured loan - - (200)
---------- ---------- ------------
Net cash generated from financing activities 325 199 469
---------- ---------- ------------
Cash flows from investing
activities
Interest received/(expenses) 10 - (16)
---------- ---------- ------------
Net cash generated from investing activities 10 - (16)
---------- ---------- ------------
Net Increase/(decrease) in cash & cash
equivalents 117 27 (8)
Cash and equivalent at beginning of
the period 65 73 73
Cash and equivalent at end
of the period 182 100 65
========== ========== ============
Boston International Holdings plc
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION AND PRINCIPAL ACTIVITIES
The Company is incorporated in England and Wales as a public
limited company with company number 09876705. The registered office
of the Company is 5 Chancery Lane, London WC2A 1LG.
This financial information is for the Company only as there are
no subsidiary undertakings.
The principal place of business of the Company is in the United
Kingdom.
The interim financial statements are presented in the nearest
thousands of Pound Sterling (GBP'000), which is the presentation
currency of the company.
2. BASIS OF PREPARATION
The interim financial statements for the six months ended 30
June 2022 have been prepared in accordance with IAS 34, Interim
Financial Reporting.
The principal accounting policies used in preparing the interim
results are the same as those applied in the Company's Financial
Statements as at and for the period ended 31 December 2021.
A copy of the audited financial statements for the period ended
31 December 2021, which was prepared under IFRS, is available on
the Company's website.
The interim report for the six months ended 30 June 2022 was
approved by the Directors on xx September 2022.
3. EARNINGS PER SHARE
The earnings per share information is as follows:
Six months Six months 12 months
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
(Loss) after taxation
(Pound GBP) (268,877) (187,159) (434,323)
Weighted average number of
ordinary shares 82,614,914 40,343,740 51,857,869
Basic earnings per share
(pence) (0.32) (0.46) (0.84)
=========== =========== ============
The diluted earnings per share was not applicable as there were
no dilutive potential ordinary shares outstanding at the end of the
reporting period. IAS33 requires presentation of diluted EPS when a
company could be called upon to issue shares that decrease earnings
per share or increase the loss per share. For a loss-making company
with outstanding share options or warrants, net loss per share
would be decreased by exercise of options. Therefore, per IAS33.36
the antidilutive potential ordinary shares are disregarded in the
calculation of diluted EPS
4. Share Capital
Number
of shares GBP'000
Issued:
As at 1 January 2022 63,945,137 639
Issue of shares 48,274,707 483
As at 30 June 2022 112,219,844 1,122
5. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management received no compensation in the period.
On 22 April 2022 as part of the financial arrangements set out
above, Mr James, a Director of the Company, invested GBP147.857
into New Convertible Loan Notes. Mr James holds no Ordinary Shares
in the Company.
6. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the
operations of the company.
7. EVENTS AFTER THE REPORTING DATE
There are no reportable events.
- ENDS -
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").
For further information, please contact:
Boston International Holdings Plc
Christopher Pitman, Chairman +44 (0) 20 3735 8825
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey / Eran Zucker +44 (0) 20 7469 0930
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