TIDMBIH
RNS Number : 4532N
Boston International Holdings PLC
30 September 2021
Boston International Holdings plc
("BIH" or "the Company")
30 September 2021
UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHSED 30 JUNE 2021
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 2021.
Chairman's Statement
I have pleasure in presenting the interim results of Boston
International Holdings Plc for the six months ended 30 June
2021.
During the financial period under review, the Company reported a
net loss of GBP187,159, being the administrative expenses incurred.
As at 30 September 2021 the Company had cash in bank balance of
GBP100,000.
Following withdrawing from the acquisition of Alexanders
Discount Limited, an invoice factoring company based in Southeast
England, listing of the Company's ordinary shares on the Official
List was restored on 9 March 2021 and the Directors have continued
to actively review potential acquisition opportunities for the
Company expanding its search for an appropriate acquisition target,
to alternative sectors in addition to the forex market.
A further announcement will be made at such time as the Company
is able to provide further details on any proposed transaction.
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.
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.
Key Events
Ø On 4 March 2021, the Company announced that it was withdrawing
from the acquisition of Alexanders Discount Limited and on 9 March
2021 the listing of the Company's ordinary shares on the Official
List was restored.
Ø On 31 March 2021 the Company announced:
- that Peterhouse Capital had been appointed as sole Broker to the Company.
- that GBP198,956 of new financing had been secured by way of a
fundraising undertaken by Peterhouse Capital Limited ("Peterhouse")
which involved a combination of a subscription of GBP125,714
Convertible Loan Notes ("Notes") and the placing of 7,324,189 new
ordinary shares of 1p each (the "Ordinary Shares") all at a price
of 1p by Peterhouse (the "Fundraise"). In connection with the
Fundraise the Company issued warrants to Peterhouse to subscribe
for 1,318,354 new Ordinary Shares and to Beaumont Cornish Limited,
its Financial Adviser, a warrant to subscribe for 1,250,000 new
Ordinary Shares.
- the proposed novation of the existing GBP200,000 loan facility
("Loan Facility") with BMHK to Borden James for a nominal sum.
Ø On 28 April 2021 the Company announced the appointment of Mr
Christopher Pitman as Chairman and Mr Martin Lampshire as
Non-Executive Director to the Board of Company with immediate
effect. In conjunction with these appointments, Mr Norman Connell
stepped down from the Board and Mr Borden James resumed a role of
Non-Executive Director.
Ø On 24 June 2021 the Company held a shareholder General Meeting
which approved resolutions to give the Directors of the Company
various authorities and powers in respect of the Company's share
capital.
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 Directors continue to assess 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.
Whilst it continues its assessment of potential acquisition
opportunities, 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.
Related Parties Transactions
On 31 March 2021 the Company issued Convertible Loan Notes
("Notes") at a value of GBP95,714 to Boston Merchant (HK) Ltd
("BMHK"), a business controlled by Borden James, a director of BIH,
at the time to finance general capital expenditure and working
capital requirements as well as due diligence on deals the Board
will be assessing. The Notes which have a 12-month term, are
interest free, unsecured and are convertible at a price of 1p per
Ordinary Share at the earlier of (1) the publication of a
prospectus which would cover the issue and allotment of the
Ordinary Shares pursuant to the conversion of the Notes; or (2) the
completion of a reverse transaction and relisting of the Company
onto a recognised stock exchange.
In addition, on the same day the GBP200,000 loan facility ("Loan
Facility") with BMHK was novated to Borden James for a nominal sum.
The terms of the Loan Facility remained the same as announced on 12
June 2020.
Borden James then indicated that he intends to convert the Loan
Facility into Ordinary Shares in the near future in order to sell
the Ordinary Shares and reinvest the proceeds back into the Company
in the form of a convertible loan note.
Responsibility Statement
The Directors are responsible for preparing the Interim Report
in accordance with the Disclosure 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 2021; 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
29 September 2021
Boston International Holdings plc
Condensed Statement of Comprehensive Income
Six months Six months 12 months
30 June 30 June 31 December
2021 2020 2020
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Revenue - - -
----------- ----------- ------------
Administrative
expenses (187) (174) (439)
----------- ----------- ------------
Operating loss (187) (174) (439)
Finance income/(expense) - 1 (2)
----------- ----------- ------------
Loss on ordinary activities
before taxation (187) (173) (441)
Income tax expense - - -
----------- ----------- ------------
Loss after taxation (187) (173) (441)
Other comprehensive income - - -
----------- ----------- ------------
Total comprehensive income attributable
to (187) (173) (441)
owners of the parent
=========== =========== ============
Earnings per share
(EPS):
Basic and diluted(pence) 3 (0.46) (0.47) (1.20)
=========== =========== ============
Boston International Holdings plc
Condensed Statement of Financial Position as at 30 June 2021
6 months 6 months 12 months
30 June 30 June 31 December
2021 2020 2020
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Current assets
Other receivables and prepayments 17 7 10
Cash and bank balances 100 310 73
Total Assets 117 317 83
Current Liabilities
Unsecured Loan (200) (200)
Convertible Loan Notes (126)
Other payables and accruals (78) (22) (56)
Total current liabilities (404) (22) (256)
Liabilities due in more than
12 months
Unsecured Loan 5 - (200) -
------------- ---------------
Total liabilities due in more
than 12 months - (200) -
Total Liabilities (404) (222) (256)
Net Assets/(Liabilities) (287) 95 (173)
========== ============= ===============
Equity
Share capital 4 439 366 366
Share premium 1,318 1,318 1,318
Reserves (2,044) (1,589) (1,857)
(287) 95 173
Total Equity and Liabilities (287) 95 173
========== ============= ===============
Boston International Holdings plc
Condensed Statement of Changes in Equity
For the six month period ended 30 June 2021 (Unaudited)
Share Share Retained Total
capital premium profits equity
GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 January 2020 366 1,318 (1,416) 268
Loss for the period - - (173) (173)
Balance at 30 June 2020 366 1,318 (1,541) 95
=================== ============ ========== ========
Loss for the period - - (268) (268)
Balance at 31 December 2020 366 1,318 (1,857) (173)
=================== ============ ========== ========
Issue of shares 73 - - 73
Loss for the period - - (187) (187)
Balance at 30 June 2021 439 1,318 (2,044) (287)
=================== ============ ========== ========
Boston International Holdings plc
Condensed Statements of Cash Flows
For the six-month period ended 30 June 2021
6 months 6 months 12 months
30 June 30 June 31 December
2021 2020 2020
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Cash flow from operating activities
Loss before taxation (187) (173) (441)
Adjustment for:
Interest income/(expense) - (1) 2
Operating cash flows before movements
in working capital (187) (174) (439)
Decease/(increase) in trade
and other receivables (7) 2 (1)
Decrease/(increase) in trade
and other payables 22 (21) 13
---------- ---------- ------------
Cash generated from operations 15 (19) (427)
Cash flows from operating
activities (172) (193) (427)
---------- ---------- ------------
Proceeds from share issue 73 - -
Convertible Loan Notes 126 - -
Unsecured loan - 200 200
---------- ---------- ------------
Net cash generated from financing activities 199 200 200
---------- ---------- ------------
Cash flows from investing
activities
Interest received/(expenses) - 1 (2)
---------- ---------- ------------
Net cash generated from investing activities - 1 (2)
---------- ---------- ------------
Net Increase/(decrease) in cash & cash
equivalents 27 8 (229)
Cash and equivalent at beginning of
the period 73 302 302
Cash and equivalent at end
of the period 100 310 73
========== ========== ============
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 12 Times Court, Retreat Road, Richmond, Surrey
TW19 1AF.
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 Pound 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 2021 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 2020.
A copy of the audited financial statements for the period ended
31 December 2020, which was prepared under IFRS, is available on
the Company's website.
The interim report for the six months ended 30 June 2021 was
approved by the Directors on 29 September 2021.
3. EARNINGS PER SHARE
The earnings per share information is as follows:
Six months Six months 12 months
30 June 30 June 31 December
2021 2020 2020
Unaudited Unaudited Audited
(Loss) after taxation
(Pound GBP) (187,159) (172,854) (441,473)
Weighted average number of
ordinary shares 40,343,740 36,620,948 36,620,948
Basic earnings per share
(pence) (0.46) (0.47) (1.20)
=========== =========== ============
The diluted earnings per share was not applicable as there were
no dilutive potential ordinary shares outstanding at the end of the
reporting period.
4. Share Capital
Number
of shares GBP'000
Issued:
As at 1 January 2021 36,620,948 366
Issue of shares 7,324,189 73
As at 30 June 2021 43,945,137 439
On 8 July 2021 the Company issued 20,000,000 new Ordinary shares
of 1p nominal value. The total number of Ordinary shares in issue
as at the date of this report is therefore 63,945,137.
5. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management received no compensation in the period.
On 31 March 2021 the Company issued Convertible Loan Notes
("Notes") at a value of GBP95,714 to Boston Merchant (HK) Ltd
("BMHK"), a business controlled by Borden James, a director of BIH,
at the time to finance general capital expenditure and working
capital requirements as well as due diligence on deals the Board
will be assessing. The Notes which have a 12-month term, are
interest free, unsecured and are convertible at a price of 1p per
Ordinary Share at the earlier of (1) the publication of a
prospectus which would cover the issue and allotment of the
Ordinary Shares pursuant to the conversion of the Notes; or (2) the
completion of a reverse transaction and relisting of the Company
onto a recognised stock exchange.
In addition, on the same day the GBP200,000 loan facility ("Loan
Facility") with BMHK was novated to Borden James for a nominal sum.
The terms of the Loan Facility remained the same as announced on 12
June 2020.
Borden James then indicated that he intends to convert the Loan
Facility into Ordinary Shares in the near future in order to sell
the Ordinary Shares and reinvest the proceeds back into the Company
in the form of a convertible loan note.
As at the balance sheet date the amounts due to the directors
was GBPnil.
6. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the
operations of the company.
7. EVENTS AFTER THE REPORTING DATE
On 8 July 2021 the Company announced that GBP251,000 of new
financing had been secured by way of a conditional fundraising
undertaken by Peterhouse via a placing of GBP251,000 principal of
Convertible Loan Notes. As part of the Fundraising, Emirates Fund
Exchange PLTD had subscribed for GBP51,000 principal of Convertible
Loan Notes. Simultaneously , Emirates had sold 5,100,000 Ordinary
Shares at a price of 1p per share to new investors introduced by
Peterhouse. As a result, as of that date Emirates no longer holds
any shares in the Company. 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 BMHK but novated
by BMHK to Borden James, a director of BIH, on 31 March 2021 (as
described in Note 5 above) had been converted into 20,000,000 new
ordinary shares of 1p each in the Company at a conversion price of
1p per share, allotted and issued to Borden James. All interest on
the Director's Loan had been waived by Borden James and BMHK.
As part of the Fundraising announced on 8 July 2021, Borden
James had 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 sold immediately on Admission at a
price of 1p per share to new investors introduced by
Peterhouse.
In addition, Christopher Pitman, the Company's Chairman, and
Martin Lampshire, the Company's Non-Executive Director, had each
acquired 2,000,000 shares in the Company at 1p per share from
Emirates. Accordingly, each of Mr Pitman and Mr Lampshire became
interested in 2,000,000 shares in the Company representing 3.13% of
the Company's current issued share capital.
- 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
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
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END
IR BRGDCDDDDGBC
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