TIDMBIH
RNS Number : 7518N
Boston International Holdings PLC
27 September 2023
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or "the Company")
27 September 2023
UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHSED 30 JUNE 2023
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 2023.
Chairman's Statement
I have pleasure in presenting the interim results of Boston
International Holdings Plc for the six months ended 30 June
2023.
During the financial period under review, the Company reported a
net loss of GBP195,940, being the administrative expenses incurred.
As at 30 June 2023 the Company had cash reserves GBP45,725.
During the period under review the Directors have continued to
actively review potential acquisition opportunities for the Company
and on 27 April 2023 announced that the Company is in preliminary
discussions with the shareholders of Topic S.A. ("Topic") for the
acquisition of all (or, at least, not less than a majority) of the
issued share capital of Topic in exchange for the issue of new
ordinary shares in the Company (the "Potential Acquisition").
The evaluation and due diligence on the Potential Acquisition is
ongoing and the Company will update the Shareholders further in due
course.
It should be noted though that following the changes to the
Financial Conduct Authority's (the "FCA") Listing Rules announced
on 2 December 2021, which confirmed an increase to the minimum
market capitalisation threshold for both the premium and standard
listing segments for shares in ordinary commercial companies from
GBP700,000 to GBP30 million, the Company, as a standard listed SPAC
that listed before 3 December 2021, is subject to transitional
provisions in relation to market capitalisation which allows it to
rely on the GBP700,000 market capitalisation. This transitional
provision comes to an end later this year and therefore to be able
to utilise it, the Company will need to make a complete submission
to the FCA in relation to a reverse takeover transaction by 4.00pm
on 1 December 2023. Should the Company not be able to make a
complete submission within this period, it will no longer be able
to rely on the transitional provision and will need comply with
GBP30 million market capitalisation requirement.
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.
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 27 January 2023, the Company announced that the Directors
have subscribed for an aggregate of 16,000,000 new ordinary shares
of 0.1 pence each at a subscription price of 0.5 pence per share in
cash, raising GBP80,000 for the Company.
On 27 April 2023, the Company announced that it is in
preliminary discussions with the shareholders of Topic for the
acquisition of all (or, at least, not less than a majority) of the
issued share capital of Topic in exchange for the issue of new
ordinary shares in the Company. Topic is a privately-owned, oil and
gas exploration and production company, incorporated in Tunisia,
with interests in three oil and gas blocks in offshore and onshore
Tunisia. If completed it would result in the Company's existing
shareholders having a minority interest in the enlarged group and
would constitute a reverse takeover under the FCA's Listing Rules.
The Company's issued ordinary shares have therefore been suspended
from the FCA's Official List (standard segment). The Potential
Acquisition remains subject to satisfactory completion of customary
due diligence, regulatory and shareholder approvals.
On 26 June 2023, the Company announced that Boston Merchant (HK)
Limited, a company controlled by Mr. James, a Director of the
Company, had subscribed for 20,000,000 new ordinary shares of 0.1
pence at a subscription price of 0.5 pence per share in cash. The
funds, amounting to GBP100,000, will be used for on-going working
capital purposes.
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.
-- The Company is a standard listed SPAC that listed before 3
December 2021. As such, following the changes to the Listing Rules
announced on 2 December 2021 which confirmed an increase to the
minimum market capitalisation threshold for both the premium and
standard listing segments for shares in ordinary commercial
companies from GBP700,000 to GBP30 million, the Company is subject
to transitional provisions in relation to market capitalisation
which allows it to rely on the GBP700,000 market capitalisation.
This transitional provision comes to an end later this year and
therefore to be able to utilise it, the Company will need to make a
complete submission to the FCA in relation to a reverse takeover
transaction by 4.00pm on 1 December 2023. Should the Company not be
able to make the submission within this period, it will no longer
be able to rely on the transitional provision and will need to
comply with GBP30 million market capitalisation requirement.
-- The Company is a SPAC whose main aim is to acquire an
operating business. There is an inherent risk in evaluation of any
potential acquisition target and although the Company and the
Directors will evaluate risks pertaining to a particular target,
there can be no certainty that all of the significant risks can be
identified or properly assessed.
The Company intends to finance any acquisition through the issue
of Ordinary Shares however it may be the case that any such
acquisition may be only partially funded by equity and the Company
may need to raise substantial additional capital to fund any
acquisition. Whilst the Company continues its assessment of the
Potential Acquisition it remains open to other potential
acquisition opportunities and 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.
Responsibility Statement
The Directors are responsible for preparing the Interim Report
in accordance with the Disclosure Guidance 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 2023; 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
26 September 2023
Boston International Holdings plc
Condensed Statement of Comprehensive Income
Six months Six months 12 months
30 June 30 June 31 December
2023 2022 2022
Note Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Revenue - - -
----------- ----------- ------------
Administrative
expenses (196) (279) (418)
----------- ----------- ------------
Operating loss (196) (279) (418)
Finance income/(expense) - 10 (16)
----------- ----------- ------------
Loss on ordinary activities
before taxation (196) (269) (434)
Income tax expense - - -
----------- ----------- ------------
Loss after taxation (196) (269) (434)
Other comprehensive
income - - -
----------- ----------- ------------
Total comprehensive income
attributable to (196) (269) (434)
owners of the
parent
=========== =========== ============
Earnings per share
(EPS):
Basic and diluted(pence) 3 (0.15) (0.32) (0.84)
=========== =========== ============
Boston International Holdings plc
Condensed Statement of Financial Position as at 30 June 2023
6 months 6 months 12 months
30 June 30 June 31 December
2023 2022 2022
Note Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Current assets
Other receivables and prepayments 15 19 28
Cash and bank balances 46 182 50
Total Assets 61 201 78
Current Liabilities
Convertible Loan Notes (214) - (214)
Other payables and accruals (165) (83) (166)
Total current liabilities (379) (83) (380)
Liabilities due in more than
12 months
Convertible Loan Notes - (203) -
---------- ------------
Total liabilities due in
more than 12 months - (203) -
Total Liabilities (379) (286) (380)
Net Liabilities (318) (85) (302)
========== ========== ============
Equity
Share capital 4 148 1,122 112
Share premium 1,462 1,318 1,318
Other reserves 34 35 34
Reserves (1,962) (2,560) (1,766)
---------- ---------- ------------
Total Equity (318) (85) (302)
---------- ---------- ------------
Boston International Holdings plc
Condensed Statement of Changes in Equity
For the six month period ended 30 June 2023 (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
2022 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)
======== ======== ========= ========= ========
Loss for the
period - - - (216) (216)
Convertible Loan
Notes-
equity element - - (1) - (1)
Cancellation
of deferred
shares (1,010) - - 1,010 -
Balance at 31 December
2022 112 1,318 34 (1,766) (302)
======== ======== ========= ========= ========
Issue of shares 36 144 - - 180
Loss for the
period - - - (196) (196)
Balance at 30 June
2023 148 1,462 34 (1,962) (318)
======== ======== ========= ========= ========
Boston International Holdings plc
Condensed Statements of Cash Flows
For the six-month period ended 30 June 2023
6 months 6 months 12 months
30 June 30 June 31 December
2023 2022 2022
Note Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Cash flow from operating activities
Loss before taxation (196) (269) (484)
Adjustment for:
Interest income/(expense) - (10) -
Operating cash flows before movements
in working capital (196) (279) (484)
Decease/(increase) in trade
and other receivables 13 12 3
Decrease/(increase) in trade
and other payables (1) 49 131
---------- ---------- ------------
Cash generated from operations 12 61 134
Cash flows from operating
activities (184) (218) (350)
---------- ---------- ------------
Proceeds from share issue 180 483 187
Convertible Loan Notes - (158) 148
Net cash generated from financing activities 180 325 335
---------- ---------- ------------
Cash flows from investing
activities
Interest received/(expenses) - 10 -
---------- ---------- ------------
Net cash generated from investing activities - - -
---------- ---------- ------------
Net Increase/(decrease) in cash & cash
equivalents (4) 117 (15)
Cash and equivalent at beginning of
the period 50 65 65
Cash and equivalent at end
of the period 46 182 50
========== ========== ============
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 Holborn Gate, 330 High Holborn, London WC1V
7QT.
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 Pounds 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 2023 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 2022.
A copy of the audited financial statements for the period ended
31 December 2022, which was prepared under IFRS, is available on
the Company's website.
The interim report for the six months ended 30 June 2023 was
approved by the Directors on 26 September 2023.
3. EARNINGS PER SHARE
The earnings per share information is as follows:
Six months Six months 12 months
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
(Loss) after taxation
(Pound GBP) (195,940) (268,877) (484, 944)
Weighted average number of
ordinary shares 126,805,579 82, 614,914 97,539,045
Basic earnings per share
(pence) (0.15) (0.32) (0.50)
============ ============ ============
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
Issued, called up and fully paid Ordinary shares of GBP0.001
each.
Number
of shares GBP'000
As at 1 January 2023 112,219,943 112
Issue of shares 36,000,000 36
As at 30 June 2023 148,219,943 148
5. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management received no compensation in the period.
On 27 January 2023, the Company announced that the Directors
have subscribed for an aggregate of 16,000,000 new ordinary shares
of 0.1 pence each in the Company at a subscription price of 0.5
pence per share in cash, raising GBP80,000 for the Company.
On 23 June 2023, Boston Merchant (HK) Limited, which is a
company controlled by Mr James, a Director of the Company,
subscribed for 20, 000,000 new ordinary shares of 0.1 pence each in
the Company, at a subscription price of 0.5 pence per share in cash
.
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 +44 (0) 20 7469 0930
Beaumont Cornish Limited (Financial Adviser)
Roland Cornish/Asia Szusciak +44 (0) 20 7628 3396
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IR DGGDCSDDDGXL
(END) Dow Jones Newswires
September 27, 2023 02:00 ET (06:00 GMT)
Boston (LSE:BIH)
Historical Stock Chart
From Aug 2024 to Sep 2024
Boston (LSE:BIH)
Historical Stock Chart
From Sep 2023 to Sep 2024