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
14 November 2024
BOSTON INTERNATIONAL HOLDINGS
PLC
("BIH" or the
"Company")
Result of General
Meeting
The board of directors of the
Company (the "Board") is pleased to announce that at the General Meeting of the
Company held at the offices of Gowling WLG (UK)
LLP, 4 More London Riverside, London SE1
2AU at 11.00am today, all four Resolutions put to
shareholders in connection with the subscription by Zarara Energy
Ltd ("ZEL") for 222,407,081
new ordinary shares of 0.1 pence
each in the Company (the "Subscription") - being
Resolutions 1 and 2 as ordinary resolutions and Resolutions 3 and 4
as special resolutions - were duly passed unanimously, in each case
on a poll.
In respect of each of the
Resolutions, there were 54,817,627 votes
'For' the Resolution and no votes 'Against' the Resolution or
'Withheld'. In relation to Resolution 1, all shareholders of the
Company who voted were independent for the purposes of the City
Code on Takeover and Mergers.
As at 14 November 2024, there
were 148,219,943 ordinary
shares of 0.1 pence in the Company in issue. Shareholders are
entitled to one vote per share.
The full text of each Resolution is
available in the Notice of General Meeting contained in the
circular to shareholders of the Company dated 29 October 2024 (the
"Circular"), published on the
Company's website at https://www.bihplc.com.
A copy of the Resolutions will be
submitted to the FCA via the National Storage Mechanism and will
shortly be available for viewing at the National Storage
Mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Completion of
Subscription
A further announcement regarding
completion of the Subscription will be made by the Company as soon
as practicable following such completion.
On completion of the Subscription,
ZEL will hold shares carrying votes in respect of 60.00 per cent.
of the enlarged issued share capital of the Company and 51.00 per
cent. of the enlarged fully diluted share capital (if the
conversion rights attaching to all the Existing Convertible Loan
Notes and all the New Convertible Loan Notes (as defined in the
Circular) are exercised).
For more information, please
contact:-
|
Boston International Holdings Plc
|
|
|
Christopher Pitman,
Chairman
|
+44 (0)
7768 104329
|
|
Beaumont Cornish Limited (Rule 3/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 and the independent adviser to the Directors of the
Company for the purposes of Rule 3 of the Takeover Code.
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.