The
information contained within this announcement is deemed by the
Company to constitute 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"). Upon the publication of this announcement via a Regulatory
Information Service, this information is considered to be in the
public domain.
For
immediate release
18 July 2024
BOSTON INTERNATIONAL HOLDINGS
PLC
("BIH" or the
"Company")
Letter of Intent signed
for
Subscription for a 51%
Shareholding in the Company
The Company is pleased to announce
that it has signed (by way of acceptance of
its terms) a non-binding letter of intent ("LOI") received from Linkvalue Investment Limited ("LVIL"), a privately owned company incorporated in the British Virgin
Islands, for the subscription by LVIL (or
its nominee) for such number of new
ordinary shares in the Company as would represent a 51% of the
Company's enlarged and fully diluted share capital
of the Company for an aggregate of £306,000 in
cash, payable on completion of the subscription (the "Proposed Subscription").
LVIL is under the same family
ownership as Al-Braik Investments LLC, a
diversified holding company based in the United Arab Emirates and
specialising in real estate, oil & gas, hospitality,
franchising, investment, construction and construction support
services.
Proposed
Subscription
The Proposed Subscription, if
completed, would result in the Company's existing shareholders
having a minority shareholding in the Company and would be
conditional on:-
-
agreement on the form, and execution, of a definitive agreement to
be entered into between LVIL (or its nominee) and the Company in
respect of the Subscription (the "Subscription
Agreement"); and
-
approval by shareholders of the Company of the requisite
resolutions at a general meeting (including approval of a waiver
resolution for the purposes of Rule 9 of the City Code on Takeovers
and Mergers in relation to the resultant LVIL shareholding position
in the Company), notice of which would be sent to the Company's
shareholders in due course.
It is anticipated that completion of
the Subscription would take place by the end of August 2024
assuming that the Subscription Agreement is
entered into in this month. However, there can be no certainty that
the Proposed Subscription will meet this timetable or proceed at
all.
LVIL does
not own any existing ordinary shares or other securities in the
Company.
LVIL (or its nominee) would appoint
two nominee Directors to the board of directors of the Company (the
"Board") on completion of
the Subscription and two of the existing Directors would resign
from the Board (without payment of any compensation).
Pursuant to the LOI, LVIL has paid a
cash deposit of £65,000 (the "Deposit") to the Company, to be used by
the Company to pay certain agreed creditors and professional fees.
If the approval of shareholders of the Company and other regulatory
approvals required to complete the Subscription are not received
and a substantively similar transaction is not entered into and
completed between the parties, the Deposit is to be converted into
such number of new ordinary shares in the Company as would
represent 10.833% of the Company's enlarged and fully diluted share
capital.
Report & Accounts to 31
December 2023
At the date of this announcement,
the Board is still not in a position to
finalise and publish the Annual Report and Accounts of the Company
for the financial year ended 31 December
2023, but anticipates that it will be in a position to do so
shortly after the completion of the Subscription.
Continuation of Suspension of
Listing
The listing of the Company's
existing issued ordinary shares on the FCA's Official List
(standard segment) was suspended on 27 April 2023 and it is not
anticipated that such listing will have been restored by the date
of completion of the Subscription.
Christopher Pitman, Chairman of Boston International Holdings
plc, commented:
"The Board is delighted to be able to announce the letter of
intent with LVIL for this subscription for new ordinary shares in
the Company. LVIL has experience in the oil & gas sector and
hopes to be in a position to introduce suitable acquisition
opportunities to the Company in this sector in due
course."
For more information, please
contact:-
|
Boston International Holdings Plc
|
|
|
Christopher Pitman,
Chairman
|
+44 (0)
7768 104329
|
|
Beaumont Cornish Limited (Financial adviser)
|
|
|
Roland Cornish / Asia
Szusciak
|
+44 (0) 20
7628 3396
|
Important Notice:-
Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is
Financial Adviser to the Company in relation to the matters
referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in
relation to the matters described in this announcement and is not
advising any other person and accordingly will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this
announcement or any matter referred to in it.