TIDMBIH
RNS Number : 6524E
Boston International Holdings PLC
08 July 2021
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"). In addition, market soundings (as defined in UK
MAR) were taken in respect of certain of the matters contained
within this announcement, with the result that certain persons
became aware of inside information (as defined under UK MAR). Upon
the publication of this announcement via a regulatory information
service, those persons that received inside information in a market
soundings are no longer in possession of such inside information,
which is now considered to be in the public domain.
For immediate release
8 July 2021
BOSTON INTERNATIONAL HOLDINGS PLC
( "BIH" or the "Company")
New Fundraising, Conversion of Director's Loan, Directors'
Dealings and Total Voting Rights
The Directors of BIH are pleased to announce that GBP251,000 of
new financing has been secured by way of a conditional fundraising
undertaken by Peterhouse Capital Limited ("Peterhouse"), via a
placing of GBP251,000 principal of Convertible Loan Notes (the
"Fundraising").
As part of the Fundraising, Emirates Fund Exchange PLTD
("Emirates") has subscribed for GBP51,000 principal of Convertible
Loan Notes. Simultaneously, Emirates has sold 5,100,000 Ordinary
Shares at a price of 1p per share to new investors introduced by
Peterhouse. As a result, Emirates as of today no longer holds any
shares in the Company.
Conversion of Director's Loan and issue of Convertible Loan
Notes
In addition, the GBP200,000 loan drawn down by the Company under
a loan facility agreement dated 10 June 2020 originally entered
into by the Company with Boston Merchant (HK) Limited ("BMHK") but
novated by BMHK to Borden James, a Director of BIH, on 31 March
2021 (the "Director's Loan"), has been converted into 20,000,000
new ordinary shares of 1p each in the Company (the "New Ordinary
Shares") at a conversion price of 1p per share, allotted and issued
to Borden James.
All interest on the Director's Loan has been waived by Borden
James and BMHK.
Applications will made to the Financial Conduct Authority
("FCA") and the London Stock Exchange for the 20,000,000 New
Ordinary Shares to be admitted to listing on the Official List
(standard listing segment) and to trading on the London Stock
Exchange's main market for listed securities ("Admission"). It is
expected that Admission will become effective and trading will
commence at 8.00 a.m. on or around 14 July 2021.
As part of the Fundraising, Borden James has subscribed for
GBP200,000 principal of Convertible Loan Notes using the proceeds
of sale of the 20,000,000 New Ordinary Shares issued to him, which
he will be selling immediately on Admission at a price of 1p per
share to new investors introduced by Peterhouse.
Directors' Dealings
In addition, Christopher Pitman, the Company's Chairman, and
Martin Lampshire, the Company's Non-Executive Director, have each
acquired 2,000,000 shares in the Company at 1p per share from
Emirates. Accordingly, each of Mr Pitman and Mr Lampshire are
interested in 2,000,000 shares in the Company representing 4.55% of
the Company's current issued share capital. Following Admission of
the New Ordinary Shares, the percentage shareholding of each of Mr
Pitman and Mr Lampshire will be diluted to 3.13%.
Total Voting Rights
Following the allotment and issue of the 20,000,000 New Ordinary
Shares pursuant to the conversion by Borden James of his Director's
Loan, which will rank pari passu in all respects with the existing
issued ordinary shares of 1p each in the Company, the Company will
have 63,945,137 ordinary shares of 1p each in issue. Each ordinary
share has 1 vote and so the total number of voting rights in the
Company post Admission will be 63,945,137. The Company does not
hold any of its ordinary shares in treasury.
Accordingly, the above figure of 63,945,137 may then be used by
shareholders as the denominator for the calculation by which they
may determine if they are required to notify their interest in, or
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules ("DTRs").
Related Party Transaction
The conversion of the Director's Loan and the subscription for
the Convertible Loan Notes by Borden James are 'related party
transactions' for the purposes of DTR 7.3 as Borden James is a
Director of the Company.
Christopher Pitman, Martin Lampshire and Richard Hartheimer, the
three other directors of BIH (each of whom is independent of Borden
James), consider that the 'related party transactions' are fair and
reasonable insofar as shareholders of the Company are concerned and
accordingly have approved such transactions.
Further information on the GBP251,000 Convertible Loan Notes
The Convertible Loan Notes which have a final repayment date of
30 September 2022, are interest free, unsecured and are convertible
at a price of 1p per ordinary share in the Company at the earlier
of (i) the publication by the Company of a prospectus which covers
the admission of the ordinary shares in the Company arising on
conversion of the Convertible Loan Notes to listing on the Official
List (standard listing segment) and to trading on the London Stock
Exchange's main market for listed securities ; or (ii) completion
by the Company of a 'reverse takeover' transaction and admission of
the whole of the issued and to be issued share capital of the
Company either to listing on the Official List (standard listing
segment) and to trading on the London Stock Exchange's main market
for listed securities or to trading on a recognised stock
exchange.
For more information, please contact:-
Boston International Holdings Plc
Christopher Pitman, Chairman +44 (0) 7768 104329
Beaumont Cornish Limited (Financial
Adviser)
Roland Cornish +44 (0) 20 7628 3396
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey / Eran
Zucker +44 (0) 20 7469 0930
The following information relating to the transactions by Mr
Pitman and Mr Lampshire has been filed with the FCA in accordance
with Article 19(1) of UK MAR
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
----------------------------------------------------------------------------
a) Name Christopher Pitman
-------------------------- ------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status Director
-------------------------- ------------------------------------------------
b) Initial notification Initial Notification
/Amendment
-------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name Boston International Holding plc
-------------------------- ------------------------------------------------
b) LEI 213800OVVYT6ZUJUXD69
-------------------------- ------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------------
a) Description of Ordinary Shares of 1 pence each
the financial instrument,
type of instrument ISIN: GB00BD70S874
Identification
code
-------------------------- ------------------------------------------------
b) Nature of the transaction Purchase of shares
-------------------------- ------------------------------------------------
c) Price(s) and volume(s) 1 pence per Ordinary Share Price(s) Volumes(s)
1p 2,000,000
-----------
-------------------------- ------------------------------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
-------------------------- ------------------------------------------------
e) Date of the transaction 2021-07-08
-------------------------- ------------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------- ------------------------------------------------
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
----------------------------------------------------------------------------
a) Name Martin Lampshire
-------------------------- ------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status Director
-------------------------- ------------------------------------------------
b) Initial notification Initial Notification
/Amendment
-------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name Boston International Holding plc
-------------------------- ------------------------------------------------
b) LEI 213800OVVYT6ZUJUXD69
-------------------------- ------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------------
a) Description of Ordinary Shares of 1 pence each
the financial instrument,
type of instrument ISIN: GB00BD70S874
Identification
code
-------------------------- ------------------------------------------------
b) Nature of the transaction Purchase of shares
-------------------------- ------------------------------------------------
c) Price(s) and volume(s) 1 pence per Ordinary Share Price(s) Volumes(s)
1p 2,000,000
-----------
-------------------------- ------------------------------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
-------------------------- ------------------------------------------------
e) Date of the transaction 2021-07-08
-------------------------- ------------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------- ------------------------------------------------
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
MSCEAAXPEEXFEFA
(END) Dow Jones Newswires
July 08, 2021 08:09 ET (12:09 GMT)
Boston (LSE:BIH)
Historical Stock Chart
From Apr 2024 to May 2024
Boston (LSE:BIH)
Historical Stock Chart
From May 2023 to May 2024
