TIDMBIH
RNS Number : 1496R
Boston International Holdings PLC
26 June 2020
For immediate release
26 June 2020
Boston International Holdings Plc
("BIH" or the "Company")
Financial Results for the year ended 31 December 2019
The Company is pleased to announce its audited financial results
for the year ended 31 December 2019.
CHAIRMAN'S REPORT
I have pleasure in presenting the financial statements of Boston
International Holdings Plc (the "Company") for the year ended 31
December 2019.
During the financial year, the Company reported a net loss
before taxation of GBP334,880 (0.01p.per share). There was no
revenue in the period. The loss reflects the operating loss of the
Company. As at 31 December 2019, the Company had cash at bank of
GBP302,458.
On 1 July 2019 the Company announced that it was withdrawing
from the acquisition of Cornhill FX Holdings Limited as it was
unable to raise the necessary capital to enable the acquisition to
complete. The listing of the Company's ordinary shares on the
Official List was restored on 2 July 2019.
On 2 July 2019, the Company announced it had been carefully
reviewing the Company's cash position as certain aborted
transaction costs for the proposed Cornhill FX Holdings Limited
acquisition had crystallised and become due. The Directors had
become aware that once the Company had paid these costs, the
Company would have been deemed to have incurred a 'serious loss of
capital' within the meaning of section 656 of the Companies Act
2006. A serious loss of capital occurs where the net assets of a
public company are half or less than the company's called-up share
capital. Section 656 of the Companies Act 2006 imposed a
requirement on the Directors to convene a meeting of shareholders
to consider what, if any, steps should be taken to deal with the
situation. The Company further announced that the status of a
'serious loss of capital' under section 656 of the Companies Act
2006 imposed no immediate risk to the Company given the solvency of
the Company's balance sheet and cash flow.
On 13 August 2019, the Company raised GBP300,000 through a
subscription for 6,000,000 new ordinary shares of GBP0.01 at a
price of 5 pence per share. It was also announced that a general
meeting would be held on 6 September 2019 to consider whether any,
and if so what, steps should be taken in respect of the situation
referred to in the above paragraph. No resolutions were
proposed.
The Directors have continued to review potential acquisition
targets for the Company. The Company's investment strategy to date
has been to focus on the FX sector because of the Directors'
experience in this industry. However, following the general meeting
held on 6 September 2019 and due to a lack of opportunities in that
sector, the Directors' efforts in identifying a prospective target
company or business will no longer be limited to a particular
industry or geographic region and a further announcement will be
made at such time as the Company is able to provide further details
on any proposed transaction.
Following the period end, on 19 March 2020 the Company announced
that it had signed a non-binding heads of terms, save principally
for provisions relating to exclusivity, in relation to the
potential acquisition of Alexanders Discount Limited, a business in
a similar sector to the one contemplated at the time of original
IPO in October 2016. The acquisition, if it proceeds (completion of
which is conditional), will constitute a Reverse Takeover under the
Listing Rules since it will result in a fundamental change in the
business of the Company. Accorsingly, trading in the ordinary
shares of the Company on the London Stock Exchange's main market
for listed securities was suspended.
The Directors have considered the impact of the Covid-19
pandemic on the Company, in the context of its operations and the
market it operates in. Since the reporting date the Company has
agreed a GBP200,000 Unsecured Loan facility from a business
controlled by the Chairman. Taken together with the existing risk
control measures outlined in this Report the Dirctors are of the
opinion that although a degree of uncertaintity exists about the
future the business is a going-concern and they do not envisage a
long term impact to the Company resulting from the Covid-19
pandemic.
An more detailed update on recent developments is provided in
the Directors Report - Events after the Reporting Date.
Whilst it continues its assessment of the potential acquisition
of Alexanders Discount Limited, 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 the acquisition.
The Board looks forward to providing further updates to
shareholders in due course.
W Borden James
Chairman
June 25, 2020
STRATEGIC REPORT
The Directors present their strategic report with the financial
statements of the Company for the year ended 31 December 2019.
review of developments and future prospects
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.
The Company's financial performance for the period reflected
market conditions. The Company loss after taxation for the year to
31 December 2019 amounted to GBP334,880 (2018: GBP424,977). Cash at
bank amounted to GBP302,458 (2018: GBP421, 886) and net assets
amounted to GBP268,872 (2018: GBP303,752). No dividends were paid
during the year and none are proposed. A review of the activity of
the business and future prospects is contained in the Chairman's
Statement on page 2 which accompanies these financial
statements.
KEY PERFORMANCE INDICATORS
The key indicator of performance for the Company is its success
in identifying, acquiring, developing and divesting investments in
projects so as to create shareholder value.
Control of bank and cash balances is a priority for the Company
and these are budgeted and monitored closely to ensure that it
maintains adequate liquid resources to meet financial commitments
as they arise.
At this stage in its development, quantitative key performance
indicators are not an effective way to measure the Company's
performance.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
15).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
e) Capital risk management
The Company manages its capital to ensure that entities within
the Company will be able to continue individually as going
concerns, while maximising the return to Shareholders through the
optimisation of debt and equity balances. The Company manages its
capital structure and makes adjustments to it, in the light of
changes in economic conditions. To maintain or adjust its capital
structure, the Company may adjust or issue new shares or raise
debt. No changes were made in the objectives, policies or processes
during the year ended 31 December 2019.
f) Social, community and human rights issues
The Company does not consider it necessary to include a
statement on these issues as it is currently looking for an
investment and is not a trading entity.
g ) COVID-19
Trading conditions are likely to remain dynamic amid social and
market uncertainty related to the Covid-19 pandemic. Given the
rapidly changing market environment, it is not possible to quantify
with any certainty the impact of the Covid-19 pandemic on the
Company. The Company continues to monitor the situation. The full
impact of the Covid-19 pandemic on the Company will depend on a
variety of factors including the length of time the restrictions on
social movement are in place and the extent to which further
measures are required. The Company is nonetheless of the opinion
that the operations and business model of the Company should be
able to accommodate a relatively high degree of variability
The Company does not hold any collateral as security.
On behalf of the board
W Borden James
Chairman
June 25, 2020
DIRECTORS' REPORT
The Directors present their report together with the audited
financial statements, for the year ended 31 December 2019.
The Company was incorporated on 17 November 2015 as a private
company limited by shares in England and Wales.
Its issued share capital, consisting of ordinary shares was
admitted to trading on the London Stock Exchange's main market for
listed securities on 12 October 2016.
On 1 July 2019 the Company announced that it was withdrawing
from the acquisition of Cornhill FX Holdings Limited as it was
unable to raise the necessary capital to enable the acquisition to
complete. Accordingly, the Company announced on 1 July 2019 that it
had withdrawn from the transaction and listing of the Company's
ordinary shares was restored on the Official List on 2 July
2019.
On 2 July 2019, the Company announced it had been carefully
reviewing the Company's cash position as certain aborted
transaction costs for the proposed Cornhill FX Holdings Limited
acquisition had crystallised and become due. The Directors had
become aware that once the Company had paid these costs, the
Company would have been deemed to have incurred a 'serious loss of
capital' within the meaning of section 656 of the Companies Act
2006. A serious loss of capital occurs where the net assets of a
public company are half or less than the company's called-up share
capital. Section 656 of the Companies Act 2006 imposed a
requirement on the Directors to convene a meeting of shareholders
to consider what, if any, steps should be taken to deal with the
situation. The Company further announced that the status of a
'serious loss of capital' under section 656 of the Companies Act
2006 imposed no immediate risk to the Company given the solvency of
the Company's balance sheet and cash flow.
On 13 August 2019, the Company raised GBP300,000 through a
subscription for 6,000,000 new ordinary shares of GBP0.01 at a
price of 5 pence per share. It was also announced that a general
meeting would be held on 6 September 2019 to consider whether any,
and if so what, steps should be taken in respect of the situation
referred to in the above paragraph. No resolutions were
proposed.
Following the general meeting held on 6 September 2019 and due
to a lack of current opportunities in the FX sector, the Directors'
efforts in identifying a prospective target company or business
will no longer be limited to a particular industry or geographic
region and a further announcement will be made at such time as the
Company is able to provide further details on any proposed
transaction.
The Directors note the existence of a material uncertainty with
regard to going concern given the historic and projected losses of
the Company, and the reliance on external funding to continue to
trade.
Results and dividends
The results for the year are set out in the Statement of
Comprehensive Income on page 16. The Directors do not recommend the
payment of a dividend on the ordinary shares.
Company objective
The Company has been formed to undertake an acquisition of a
target company or business in the FX Industry.
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. Following an acquisition, the Company intends to
seek re-admission of the enlarged group to listing on the Official
List and trading on the London Stock Exchange's main market for
listed securities.
The Company's business risk
An explanation of the Company's financial risk management
objectives, policies and strategies is set out in the strategic
report and note 15.
Key events
On 1 July 2019 the Company announced that it was withdrawing
from the acquisition of Cornhill FX Holdings Limited as it was
unable to raise the necessary capital to enable the acquisition to
complete. Accordingly, the Company announced on 1 July 2019 that it
had withdrawn from the transaction and the Company's ordinary
shares were restored to the Official List by the UKLA on 2 July
2019.
At the year end the Company has cash of approximately
GBP0.3million and continues to keep administrative costs to a
minimum so that the majority of funds can be dedicated to the
review of and potentially investment in, suitable acquisitions.
Directors
The Directors of the Company during the year were:
W Borden James
Richard Hartheimer
Norman Connell
Substantial shareholders
The Company has been notified of the following interests of 3
per cent. or more in its issued share capital as at 31 December
2019.
Shareholder Shareholding %
------------------------------ ------------- -------
Digger International Group
PLTD 7,500,000 20.48%
Boston Merchant (HK) Limited 9,571,428 26.14%
Emirates Fund Exchange PLTD 8,100,000 22.14%
Stephen Gibson 3,000,000 8.19%
SCA LTD 2,000,000 5.46%
Capital and returns management
The Directors believe that, following an acquisition, further
equity capital raisings may be required by the Company for working
capital purposes as the Company pursues its objectives. The amount
of any such additional equity to be raised, which could be
substantial, will depend on the nature of the acquisition
opportunities which arise and the form of consideration the Company
uses to make the acquisition and cannot be determined at this
time.
The Company expects that any returns for Shareholders would
derive primarily from capital appreciation of the ordinary shares
and any dividends paid pursuant to the Company's dividend
policy.
Dividend policy
The Company intends to pay dividends on the ordinary shares
following an acquisition at such times (if any) and in such amounts
(if any) as the Board determines appropriate in its absolute
discretion. The Company's current intention is to retain any
earnings for use in its business operations, and the Company does
not anticipate declaring any dividends in the foreseeable future.
The Company will only pay dividends to the extent that to do so is
in accordance with all applicable laws.
Corporate governance
In order to implement its business strategy, the Company has
adopted a corporate governance structure whereby the key features
of its structure are:-
-- a wholly non-executive board with independent non-executive
Directors. The Board is knowledgeable and experienced and has
extensive experience of making acquisitions such as the
acquisition;
-- consistent with the rules applicable to companies with a
Standard Listing, unless required by law or other regulatory
process, Shareholder approval is not required in order for the
Company to complete the acquisition. The Company will, however, be
required to obtain the approval of the Board of Directors, before
it may complete the acquisition;
-- the Board is not subject to the provisions of a formal
governance code and given its present size do not intend to
formally adopt any specific code, but will apply governance the
directors consider to be appropriate, having due regard to the
principles of governance set out in the UK Corporate Governance
Code.
-- until an acquisition is made, the Company will not have
separate audit and risk, nominations or remuneration committees.
The Board as a whole will instead review audit and risk matters, as
well as the Board's size, structure and composition and the scale
and structure of the Directors' fees, taking into account the
interests of Shareholders and the performance of the Company, and
will take responsibility for the appointment of auditors and
payment of their audit fee, monitor and review the integrity of the
Company's financial statements and take responsibility for any
formal announcements on the Company's financial performance;
-- the Corporate Governance Code recommends the submission of
all directors for re-election at annual intervals. None of the
Directors will be required to retire by rotation and be submitted
for re-election until the first annual general meeting of the
Company following the Acquisition; and
-- following an acquisition, the Company may seek to transfer
from a Standard Listing to either a Premium Listing or other
appropriate listing venue, based on the track record of the company
or business it acquires, subject to fulfilling the relevant
eligibility criteria at the time. If the Company is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure Guidance and
Transparency Rules and the Company will be obliged to comply or
explain any derogation from the UK Corporate Governance Code.
Section 172 Statement
The Company's strategy is to expand and further monetise its
expertise in the foreign exchange and other financial markets. Upon
the successful implementation of the Company's strategy, the
Company will have an expanded range of internal and external
stakeholders, relations with which the Board will take into
consideration when making decisions on Company strategy.
Engagement with our members plays an essential role throughout
our business. We are cognisant of fostering an effective and
mutually beneficial relationship with our members. Our
understanding of our members is factored into boardroom discussions
regarding the potential long-term impacts of our strategic
decisions.
Post the reporting period end, the directors of the Company
("Directors") have continued to have regard to the interests of the
Company's stakeholders, including the potential impact of its
future activities on the community, the environment and the
Company's reputation when making decisions. The Directors also
continue to take all necessary measures to ensure the Company is
acting in good faith and fairly between members and is promoting
the success of the Company for its members in the long term.
The table below acts as our Section 172 statement by setting out
the key stakeholder groups, their interests and how the Company
engages with them. Given the importance of stakeholder focus,
long-term strategy and reputation to the Company, these themes are
also discussed throughout this Annual Report.
Stakeholder Why we engage How we engage
Our Investors We maintain and value regular
dialogue with our financial * Reports and analysis on investors and shareholders
stakeholders throughout
the year and place great
importance on our relationship * Annual Report
with them. We know that
our investors expect a
comprehensive insight into * Company website
the financial performance
of the Company, and awareness
of long-term strategy and * Shareholder circulars
direction. As such, we
aim to provide high levels
of transparency and clarity * AGM
about our results and long-term
strategy and to build trust
in our future plans. * RNS announcements
* Press releases
----------------------------------- ----------------------------------------------------------
Our Employees The Company had no employees
during the period.
----------------------------------- ----------------------------------------------------------
Regulatory The Group's operations
bodies are subject to a wide range * Company website
of laws, regulations, and
listing requirements including
data protection, tax, employment, * RNS announcements
environmental and health
and safety legislation,
along with contractual * Annual Report
terms.
* Direct contact with regulators
* Compliance updates at Board Meetings
* Consistent risk review
----------------------------------- ----------------------------------------------------------
Stakeholder Why we engage How we engage
Our Customers The Company did not trade
in the period, consequently
it had no customers.
------------------------------------ -------------------------------------------------------------
Our Suppliers We have a number of key
partners and suppliers * Building strong partnerships with suppliers through
with whom we have built open two-way dialogue and regular face to face
strong relationships with meetings.
and strongly value. We
establish effective engagement
channels to ensure our * Relationships with suppliers allow the ongoing review
relationships remain collaborative and monitoring of their performance levels
and forward focused, and
to foster relationships
of mutual trust and loyalty.
------------------------------------ -------------------------------------------------------------
The above statement should be read in conjunction with the
Strategic Report and the Directors Report.
Directors' Responsibility Statement
The Directors are responsible for preparing the Strategic
report, the Directors' Report, Annual report and the statutory
financial statements in accordance with applicable law and
regulations.
The Directors are required to prepare financial statements for
the Company in accordance with International Financial Reporting
Standards as adopted by the EU (together, "IFRS").
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the Directors
have elected to prepare the Financial Statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the EU and applicable law.
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of transactions, other events
and conditions in accordance with the definitions and recognition
criteria for the assets, liabilities, income and expenses set out
in the International Accounting Standards Board's "Framework for
the Preparation and Presentation of Financial Statements". In
virtually all circumstances, a fair representation will be achieved
by compliance with all IFRS. Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparableand
understandable information; and
- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Company's financial position and financial
performance.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time, the
financial position of the Company a nd enable them to ensure that
the Financial Statements comply with the Companies Act 2006 . They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
They are further responsible for ensuring that the Strategic
Report and the Directors' Report and other information included in
the Annual Report and Financial Statements is prepared in
accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Company's website is the
responsibility of the Directors; work carried out by the auditors
does not involve the consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially
presented on the website.
Legislation in the United Kingdom governing the preparation and
dissemination of the accounts and the other information included in
Annual Reports may differ from legislation in other
jurisdictions.
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Financial Reporting
Standards (IFRS) as adopted by the European Union.
The Directors, whose names and functions are set out on page 1,
confirm that to the best of their knowledge:
-- the 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 management report includes a fair review of the
development and performance of the business and the financial
position of the Company, together with a description of the
principal risks and uncertainties that it faces.
The annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's performance,
business model and strategy.
Provision of information to auditors
Each of the persons who are Directors at the time when this
Directors' Report is approved has confirmed that:
-- so far as that Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
-- that Director has taken all the steps that ought to have been
taken as a director in order to be aware of any information needed
by the Company's auditors in connection with preparing their report
and to establish that the Company's auditors are aware of that
information.
Auditors
The auditors, Haysmacintyre LLP, have expressed their
willingness to continue in office and a resolution to reappoint
them will be proposed at the Annual General Meeting.
Events after the reporting date
On 19 March 2020 the Company announced that it had signed a
non-binding heads of terms, save principally for provisions
relating to exclusivity, in relation to the potential acquisition
of Alexanders Discount Limited, a business in a similar sector to
the one contemplated at the time of original IPO in October 2016.
The acquisition, if it proceeds (completion of which is
conditional), will constitute a Reverse Takeover under the Listing
Rules since it will result in a fundamental change in the business
of the Company.
The ordinary shares in the Company were therefore suspended
pending the publication of a prospectus and the application by the
enlarged Group for the Company to have it's enlarged share capital
listed on the Standard Segment of the Official List and admitted to
trading on the London Stock Exchange's Main Market. The Company
will provide a further update on the intended acquisition in due
course.
On 29 April 2020, the Company announced that it was utilising
the temporary relief measures implemented by the Financial Conduct
Authority and Financial Reporting Council regarding the publication
of annual financial results during the COVID-19 pandemic, thereby
deferring the publication of these annual financial statements for
the year ending 31 December 2019 for the permitted time extension
of two months.
The Directors have considered the impact of the Covid-19
pandemic on the Company, in the context of its operations and the
market it operates in. The Company's management and staff are
operating remotely and the Directors continue to monitor the
market. Business continuity has been unaffected. At this stage, the
Directors do not envisage a long term impact to the Company
resulting from the Covid-19 pandemic, but will continue to monitor
the situation and continue to expand its search for appropriate
acquisition targets, to alternative sectors in addition to the
forex market.
On 10 June 2020 the Company agreed a GBP200,000 Unsecured loan
facility from a business controlled by the Chairman.to finance
general capital expenditure and working capital requirements. The
loan is repayable by the earlier of 31 December 2021 or the
re-admission of the entire issued capital to the Official List of
the UK Listing Authority following the successful completion of the
proposed RTO.
This responsibility statement was approved by the Board of
Directors on June 25, 2020 and is signed on its behalf by:
W Borden James
Director
June 25, 2020
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF BOSTON INTERNATIONAL
HOLDINGS PLC
Opinion
We have audited the financial statements of Boston International
Holdings Plc (the 'company') for the year ended 31 December 2019
which comprise the Statement of Comprehensive Income, Statement of
Financial Position, Statement of Cash Flow, Statement of Changes in
Equity and notes to the financial statements, including a summary
of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31 December 2019 and of the company's loss for the
year then ended;
-- have been properly prepared in accordance with IFRSs as
adopted by the European Union; and
-- have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which
indicates that the Company is not revenue generating as it seeks a
potential transaction and is reliant on the proceeds of a recently
arranged loan to cover financial expenditure over the next 12
months. Whilst the Directors' believe the Company has sufficient
cash to meet its liabilities as they fall due, there remains a risk
that cash would not be available should additional costs arise.
As stated in note 2, these facts, along with other matters
described indicate that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key audit matter: Going concern
The going concern status of the Company is considered to be a
risk area due to it's loss and cash outflow in the year (as set out
above). The purpose of the existence of the company is to make an
acquisition and therefore there is uncertainty existing until this
has been completed. Further detail is included in note 2.
How the matter was addressed in the audit
Our audit work included, but was not restricted to:
-- We discussed the current status of the proposed acquisition
with the directors and gained an understanding of projected future
events and timelines.
-- We considered the impact COVID-19 has had on the Company.
-- We reviewed and challenged management's cash flow forecasts
for 12 months from signing the financial statements.
-- We considered the level of cash in the Company in relation to
the expected costs over the next 12 months and considered whether
they were appropriate.
Key observations
We have included a material uncertainty in respect of going
concern above, and based on the procedures performed, we have no
further matters to report.
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We define materiality as
the magnitude of misstatement that could reasonably be expected to
influence the readers and the economic decisions of the users of
the financial statements. We use materiality to determine the scope
of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole.
Materiality for the Financial Statements as a whole was set at
GBP10,000, determined with reference to the draft loss of the
Company and the net asset position. We report to the Directors any
corrected or uncorrected misstatements arising exceeding GBP500.
Performance materiality was set at GBP7,500, being 75% of
materiality. This was considered an appropriate level of
materiality given the limited trading activity of the Company, and
the net asset position, as the Company is looking for investment
opportunities.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit scope
for the Company. This enables us to form an opinion on the
financial statements. We take into account size, risk profile, the
organisation of the Company and the internal control environment
when assessing the level of work to be performed.
Based on our assessment of the accounting processes, the
industry in which the company operates and the control environment,
it was appropriate to undertake an entirely substantive audit
approach. Our substantive audit procedures included testing of
total expenditure, total assets, liabilities and Equity.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
-- the Directors' Remuneration report has been properly prepared
in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the c
ompany, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the company financial statements are not in agreement with
the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by
law are not made; or
-- we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 9, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
The objectives of our audit, in respect of fraud are, to
identify and assess the risks of material misstatement of the
financial statements due to fraud; to obtain sufficient appropriate
audit evidence regarding the assessed risks of material
misstatement due to fraud, through designing and implementing
appropriate responses; and to respond appropriately to fraud or
suspected fraud identified during the audit. However, the primary
responsibility for the prevention and detection of fraud rests with
both those charged with governance of the entity and
management.
Our approach was as follows:
-- We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and determined that
the most significant are the Companies Act 2006 and the Listing
Rules.
-- We understood how the Company is complying with those
frameworks through discussions with the Directors.
-- We assessed the susceptibility of the Company's financial
statements to material misstatement including how fraud might occur
by considering the key risks impacting the financial
statements.
-- We carried out a review of manual entries recorded in
Management's accounting records and assessed the appropriateness of
such entries.
-- We have assessed that the Company's control environment is
adequate for the size and operating model of such a listed
Company.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 6 September 2018
to audit the financial statements for the year ended 31 December
2018. This is our second year of uninterrupted engagement.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the Company and we remain independent of the
Company in our conduct of the audit.
Our audit opinion is consistent with the additional report to
the Board of Directors.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an Auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Ian Cliffe (Senior Statutory Auditor) 10 Queen Street Place
For and on behalf of Haysmacintyre LLP, Statutory Auditors
London EC4R 1AG
Date: June 25, 2020
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2019
2019 2018
---------------------------------- ------ ------------ ------------
Notes GBP GBP
---------------------------------- ------ ------------ ------------
Reverse take-over costs (161,924) (185,226)
Other operating expenses 4 (174,303) (241,693)
---------------------------------- ------ ------------ ------------
OPERATING LOSS BEFORE TAXATION (336,227) (426,919)
Interest income 1,347 1,942
Income tax expense 5 - -
---------------------------------- ------ ------------ ------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO
EQUITY HOLDERS OF THE COMPANY (334,880) (424,977)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
---------------------------------- ------ ------------ ------------
TOTAL COMPREHENSIVE INCOME
/(LOSS) FOR THE PERIOD (334,880) (424,977)
---------------------------------- ------ ------------ ------------
Basic and diluted loss per
share (pence) 11 (1.0) (1.4)
================================== ====== ============ ============
The notes to the financial statements form an integral part of
these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019
2019 2018
---------------------------- -------- ------------ ------------
Notes GBP GBP
---------------------------- -------- ------------ ------------
CURRENT ASSETS
Other receivables 6 8,928 5,958
Cash and cash equivalents 7 302,458 421,286
---------------------------- -------- ------------ ------------
TOTAL CURRENT ASSETS 311,386 427,244
CURRENT LIABILITIES
Other payables 8 (42,514) (123,492)
---------------------------- -------- ------------ ------------
TOTAL CURRENT LIABILITIES (42,514) (123,492)
NET ASSETS 268,872 303,752
============================ ======== ============ ============
EQUITY ATTRIBUTABLE TO
EQUITY HOLDERS OF THE
COMPANY
Share capital 9 366,209 306,209
Share premium 1,318,292 1,078,292
Retained earnings 10 (1,415,629) (1,080,749)
---------------------------- -------- ------------ ------------
TOTAL EQUITY 268,872 303,752
============================ ======== ============ ============
The financial statements of Boston International Holdings Plc
for the period ended 31 December 2019 were authorised for issue by
the Company's Board of Directors on June 25, 2020.
The accompanying notes are an integral part of these financial
statements.
...........................
W Borden James
Director
June 25, 2020
STATEMENT OF CASH FLOW
FOR THE YEARED 31 DECEMBER 2019
2019 2018
GBP GBP
-------------------------------------------- ---------- ----------
Cash flow from operating activities
Loss before tax (334,880) (424,977)
Changes in working capital
Other receivables (2,970) 9,696
Other payables (80,978) 25,267
--------------------------------------------- ---------- ----------
Net cash outflow from operating activities (418,828) (390,014)
Cash flow from financing activities
Proceeds from issue of shares 300,000 -
-------------------------------------------- ---------- ----------
Net cash inflow from financing activities 300,000 -
Net decrease in cash and cash equivalents (118,828) (390,014)
Cash and cash equivalents at beginning
of period 421,286 811,300
Cash and cash equivalents at end of
period 302,458 421,286
============================================= ========== ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2019
Share Share Profit and Total
Capital Premium Loss account Equity
GBP GBP GBP GBP
------------------------- --------- ---------- ------------------ ----------
At 1 January 2018 306,209 1,078,292 (655,772) 728,729
--------------------------- --------- ---------- ------------------ ----------
Loss for the year after
tax - - (424,977) (424,977)
--------------------------- --------- ---------- ------------------ ----------
At 31 December 2018 306,209 1,078,292 (1,080,749) 303,752
--------------------------- --------- ---------- ------------------ ----------
Issue of shares 60,000 240,000 - 300,000
--------------------------- --------- ---------- ------------------ ----------
Loss for the year after
tax - - (334,880) (334,880)
--------------------------- --------- ---------- ------------------ ----------
At 31 December 2019 366,209 1,318,292 (1,415,629) 268,872
=========================== ========= ========== ================== ==========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
1. GENERAL INFORMATION
The Company was incorporated on 17 November 2015 (Company Number
09876705) in accordance with the laws of England and Wales as a
private company limited by shares and re-registered as a public
limited company on 14 June 2016.
The Company's ordinary shares commenced trading on the main
market of the London Stock Exchange on 12 October 2016.
The Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted for
use by the European Union and IFRIC interpretations applicable to
companies reporting under IFRS. The financial statements have been
prepared under the historical cost convention as modified for
financial assets carried at fair value.
The financial information of the Company is presented in British
Pound Sterling ("GBP").
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the
directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the Company.
Comparative figures
The comparative figures shown for 2018 cover the twelve months
to 31 December 2018.
Going concern
This financial statement has been prepared on a going concern
basis. The Directors have considered the impact of the Covid-19
pandemic on the Company, in the context of its operations and the
market it operates in. The Company's management and staff are
operating remotely and the Directors continue to monitor the forex
market. Business continuity has been unaffected. At this stage, the
Directors do not envisage a long term impact to the Company
resulting from the Covid-19 pandemic, but will continue to monitor
the situation and continue to expand its search for appropriate
acquisition targets, to alternative sectors in addition to the
forex market.
After reviewing it's cash requirements over the next twelve
months and the impact of COVID-19 the Company has agreed an
Unsecued Loan Facility from a business controlled by the Chairman.
The loan, which is repayable by the earlier of 31 December 2021 or
the re-admission of the entire issued capital to the Official List
of the UK Listing Authority, will ensure that the Company will
continue to be able to meet its liabilities as they fall due for
the foreseeable future.
The Directors note that a material uncertainty in respect of
going concern exists following the historical and projected losses
and the expected cash outflow in the 12 months from signing the
financial statements.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in otherperiods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheetdate between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred income tax liabilities
are recognised in full for all temporary differences. Deferred
income tax assets arerecognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to theextent that it is probable that taxable profits will
be available against which the deductible temporary differences,
andcarry-forward of unused tax credits and unused losses can be
utilised.
The carrying amount of deferred income tax assets is assessed at
each balance sheet date and reduced to the extent thatit is no
longer probable that sufficient taxable profits will be available
to allow all or part of the deferred income tax asset to be
utilised. Unrecognised deferred income tax assets are reassessed at
each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the
statement of financial position when the company becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets within the scope of IAS 39 are classified as
either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any
financial assets at fair value through profit or loss, and in the
categories of held-to-maturity investments and available-for-sale
financial assets.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the
Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the company after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or financial
liabilities measured at amortised costs.
Financial liabilities are classified as at fair value through
comprehensive income statement if the financial liability is either
held for trading or it is designated as such upon initial
recognition
Other financial liabilities
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
Operating segments
As the company has not completed an acquisition there is no
activity to report.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS
requires management to make estimates and assumptions that affect
the reported amounts of income, expenditure, assets and
liabilities. Estimates and judgements are continually evaluated,
including expectations of future events to ensure these estimates
to be reasonable.
The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The Company's nature of operations is to act as a special
purpose acquisition Company. This significantly reduces the level
of estimates and assumptions required.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
2019 2018
GBP GBP
------- -------
Auditors' remuneration:
Fees payable to the Company's auditor for the
audit of the Company's annual accounts 19,000 12,000
Fees payable to the Company's auditor for the
review of the interim accounts 3,480 3,300
----------------------------------------------- ------- -------
5. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in the
United Kingdom.
No tax is applicable to the Company for the year ended 31
December 2019. No deferred income tax asset has been recognised in
respect of the losses carried forward, due to the uncertainty as
towhether the Company will generate sufficient future profits in
the foreseeable future to prudently justify this.
Reconciliation of effective tax rate
2019 2018
GBP GBP
Loss for the period (334,880) (424,977)
Total tax expense - -
============ ============
Loss before taxation (334,880) (424,977)
Tax using the applicable corporation
tax rate - -
Losses carried forward (1,415,629) (1,080,749)
Total tax expense included in
profit and loss - -
============ ============
6. OTHER RECEIVABLES
2019 2018
GBP GBP
------ ------
Prepayments 8,928 5,958
------------- ------ ------
7. CASH and CASH EQUIVALENTS
2019 2018
GBP GBP
-------- --------
Cash held at bank 302,458 421,286
------------------- -------- --------
8. OTHER PAYABLES
2019 2018
GBP GBP
------- --------
Accounts Payables & Accruals 42,514 123,492
------------------------------ ------- --------
9. SHARE CAPITAL
Shares GBP
--------------------------------------------- ----------- --------
Issued, called up and fully paid Ordinary
shares of GBP0.01 each
At 31 December 2018 30,620,948 306,209
Issued in the year 6,000,000 60,000
----------- --------
At 31 December 2019 36,620,948 366,209
----------- --------
On 13 August 2019 raised GBP300,000 through
the issue of 6,000,000 Ordinary shares at
a price of 5 pence.
10. RETAINED EARNINGS
2019 2018
GBP GBP
------------ ------------
Retained earnings represent accumulated
losses (1,415,629) (1,080,749)
----------------------------------------- ------------ ------------
11. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Loss per share attributable to
ordinary shares 2019 2018
----------------------------------- ------- ----------- -----------
Earnings GBP (334,880) (424,977)
Weighted average number of shares Unit 32,938,756 30,620,948
Per share amount Pence (1.0) (1.4)
12. NET FUNDS/DEBT RECONCILIATION
2019 2018
GBP GBP
---------- ----------
Cash and cash equivalents at the beginning
of the period 421,286 811,300
Movement in net funds in the period (118,828) (390,014)
Cash and cash equivalents at the end
of the period 302,458 421,286
-------------------------------------------- ---------- ----------
13. DIRECTORS REMUNERATION
Total
fees paid In advance Bonuses Benefits Pension Total Total
2019 2019 2019 2019 2019 2019 2018
----------- ----------- -------- --------- -------- ---------- ----------
W Borden
James GBP0 - - - - GBP0 GBP9,000
Richard Hartheimer GBP25,000 - - - - GBP25,000 GBP25,000
Norman Connell GBP25,000 - - - - GBP25,000 GBP25,000
Total GBP50,000 - - - - GBP50,000 GBP59,000
The Directors were appointed for an initial term commencing on 1
July 2016 and ending on completion of the acquisition by the
Company of an operating company or business, at which time each
Director shall retire from office and offer himself for
re-appointment by the members.
During the period to 31 December 2019 there were no staff costs,
as no staff were employed by the Company, other than the Directors
fees.
14. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. The capital structure of the Company consists
of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves.
15. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments,
comprising cash, short-term deposits, bank loans and overdrafts and
various items such as trade receivables and payables, which arise
directly from operations. The Company does not trade in financial
instruments.
Financial risk factors
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
e) Market risk
The Company is not currently active so does not have any
exposure to individual market risks.
Fair values
Management assessed that the fair values of cash and short-term
deposits, trade receivables, trade payables, bank overdrafts and
other current liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments.
16. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and
cash equivalents, trade and other receivables and trade and other
payables. The Company's accounting policies and method adopted,
including the criteria for recognition, the basis on which income
and expenses are recognised in respect of each class of financial
assets, financial liability and equity instrument are set out in
Note 2. The Company do not use financial instruments for
speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
Financial assets GBP
--------------------------------------------- --------
Loans and receivables
Other receivables 8,928
Cash and cash equivalents 302,458
---------------------------------------------- --------
Total financial assets 311,386
---------------------------------------------- --------
Financial liabilities measured at amortised
cost
--------------------------------------------- --------
Other payables 42,514
Total financial liabilities 42,514
---------------------------------------------- --------
There are no financial assets that are either past due or
impaired.
17. PENSION COMMITMENT
The Company has no pension commitments at the end of the
period.
18. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation has been disclosed in note
13.
During the period the Company did not enter into any material
transactions with related parties. As at the balance sheet date the
amounts due to the directors was GBPnil.
19. CONTROL
The Company has been notified of the following interests of 3%
or more in its issued share capital as at 31 December 2019.
Shareholder Shareholding %
----------------------------------- ------------- -------
Digger International Group PLTD 7,500,000 20.48%
Boston Merchant (HK) Limited 9,571,428 26.14%
Emirates Fund Exchange PLTD 8,100,000 22.12%
Stephen Gibson 3,000,000 8.19%
SCA LTD 2,000,000 5.46%
20. EVENTS AFTER THE REPORTING DATE
On 19 March 2020 the Company announced that it had signed a
non-binding heads of terms, save principally for provisions
relating to exclusivity, in relation to the potential acquisition
of Alexanders Discount Limited, a business in a similar sector to
the one contemplated at the time of original IPO in October 2016.
The acquisition, if it proceeds (completion of which is
conditional), will constitute a Reverse Takeover under the Listing
Rules since it will result in a fundamental change in the businesss
of the Company.
The ordinary shares in the Company were therefore suspended
pending the publication of a prospectus and the application by the
enlarged Group for the Company to have it's enlarged share capital
listed on the Standard Segment of the Official List and admitted to
trading on the London Stock Exchange's Main Market. The Company
will provide a further update on the intended acquisition in due
course.
On 29 April 2020, the Company announced that it was utilising
the temporary relief measures implemented by the Financial Conduct
Authority and Financial Reporting Council regarding the publication
of annual financial results during the COVID-19 pandemic, thereby
deferring the publication of these annual financial statements for
the year ending 31 December 2019 for the permitted time extension
of two months.
The assessment of the Covid-19 situation will need continued
attention and will evolve over time. In our view, the Covid-19
situation is considered to be a non-adjusting post statement of
financial position event and no adjustment is made in the financial
statements as a result. The rapid development and fluidity of the
Covid-19 virus makes it difficult to predict the ultimate impact at
this stage. Due to the nature of the Company's activities, the
impact has been minimal. Management will continue to assess the
impact of the Covid-19 pandemic on the Company, however, it is not
possible to quantify the impact, if any, at this stage.
On 10 June 2020 the Company agreed a GBP200,000 Unsecured loan
facility from a business controlled by the Chairman. The loan is to
finance general capital expenditure and working capital
requirements and is repayable by the earlier of 31 December 2021 or
the the re-admission of the entire issued share capital to the
Official List of the UK Listing Authority.
Status of information
In accordance with section 435 of the Companies Act 2006, the
Directors advise that the financial information set out in this
announcement does not constitute the Company's statutory financial
statements for the year ended 31 December 2019, but is derived from
these financial statements. The financial statements for the year
ended 31 December 2018 have been delivered to the Registrar of
Companies. The financial statements for the year ended 31 December
2019 have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union. The financial
statements for the year ended 31 December 2019 will be forwarded to
the Registrar of Companies. The Auditors have reported on the 2019
accounts. Their report was unqualified but it did
contain a reference to material uncertainty related to going concern.
A copy of the Annual Report and Accounts for the period ended 31
December 2019 will be uploaded onto the Company's website at:
https://www.bihplc.com/ and the National Storage Mechanism where it
will be available for viewing at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
For more information please contact:
Boston International Holdings Plc
Borden James +44 (0) 7379 668 907
Beaumont Cornish Limited
Roland Cornish +44 (0) 207 628 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.
END
FR KKPBNKBKBKAB
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