TIDMBIH

RNS Number : 0918J

Boston International Holdings PLC

22 April 2022

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 who/which received inside information in a market sounding are no longer in possession of such inside information, which is now considered to be in the public domain.

For immediate release

22 April 2022

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Fundraising & Issue of New Convertible Loan Notes 2023

Further to the announcement made by the Company on 12 April 2022, the board of directors of BIH (the "BIH Board") announces that it has conditionally raised funding of GBP334,890 (before expenses) of which GBP187,033 was raised via the issue of 18,703,306 new ordinary shares in the Company at a placing price of 1 pence per share (the "Placing").

As part of the Placing, Borden James, a Director of the Company, instructed the Company to allot and issue to a Peterhouse Capital Limited ("Peterhouse") controlled placing account, the 29,571,400 Ordinary Shares originally due to be allotted and issued directly to him. These 29,571,400 shares have been immediately placed by Peterhouse as part of the Placing, and the GBP147,857 proceeds received by Mr James have simultaneously been reinvested back into the Company, via the issue to Mr James by BIH of a new convertible loan note .

The Placing was conducted by Peterhouse Capital on behalf of the Company

Further information on the Placing and the Disposal can be found below.

Applications for Admission of the New Ordinary Shares

Applications have been made to the FCA and the London Stock Exchange for the 18,703,306 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 in such new ordinary shares will commence at 8.00 a.m. on 26 April 2022.

Total Voting Rights

Following the issue of the 18,703,306 new ordinary shares, which on Admission will rank pari passu with the existing issued ordinary shares of 1 pence each in the Company ("Ordinary Shares") , the total number of Ordinary Shares in issue with voting rights in the Company will be 112,219,843. There are no Ordinary Shares held in treasury by the Company.

The above figure of 112,219,843 may therefore 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.

   Subscription by Director for   New Convertible Loan Notes 

As outlined above, Peterhouse has sold all of the 29,571,400 new ordinary shares recently issued on conversion by Borden James of GBP295,714 existing convertible loan notes held by him, as announced by the Company on 12 April 2022, Again as outlined above, Mr James has used the sale proceeds to subscribe for GBP147,857 principal of new convertible loan notes to be issued by the Company ("New Convertible Loan Notes") with a conversion price of 0.5 pence per share.

The New Convertible Loan Notes will, when issued, have the same terms as the Existing Convertible Loan Notes (as referred to and varied as stated in the announcement by the Company on 12 April 2022), save as regards conversion.

Following the Placing, Borden James holds no Ordinary Shares in the Company.

General Meeting

The Company has committed to convene a general meeting of shareholders of the Company (a "General Meeting") to sub-divide and convert each ordinary share of 1 pence in the Company into one ordinary share of 0.1 pence and one deferred share of 0.9 pence (such deferred shares having no voting or dividend rights and being effectively worthless) (the "Share Capital Reorganisation"). The New Convertible Loan Notes provide for conversion into:-

- 29,571,400 new ordinary shares of 0.1 pence each in the Company issued at 0.5 pence per share if the Share Capital Reorganisation has taken place at the time of conversion; or

- 14,785,700 ordinary shares of 1 pence each in the Company issued at 1 pence per share (together with a 'default' payment by the Company of 1 pence per ordinary share of 1 pence in the Company arising on conversion, which the Company may satisfy by the issue of ordinary shares of 1 pence in the Company issued at 1 pence per share) if the Share Capital Reorganisation has not taken place at the time of conversion.

Related party transaction

The issue of the New Convertible Loan Notes to Borden James, an existing Director of BIH, constitutes a 'related party transaction' for the purposes of the Listing Rules. Christopher Pitman, Martin Lampshire and Richard Hartheimer, the three other Directors of BIH, consider that the terms of such 'related party transaction' are fair and reasonable insofar as the shareholders of BIH are concerned and accordingly have approved it. Borden James did not participate in the approval of, or vote on, such transaction.

Serious loss of capital

It has recently come to the attention of the BIH Board that the value of the Company's net assets is less than half of its called-up share capital and that is deemed to be a 'serious loss of capital' within the meaning of section 656 of the Companies Act 2006 (the "Companies Act").

In such circumstances, the Directors of the Company are required, pursuant to section 656(1) of the Companies Act, to call a general meeting to consider whether any, and if so what, steps should be taken to deal with the situation. Accordingly, the business to be conducted at the General Meeting (referred to above for the purposes of approving the Share Capital Reorganisation) will also include consideration of what, if any, such steps should be taken.

The BIH Board does not consider it necessary for specific resolutions to be proposed at the General Meeting in relation to the 'serious loss of capital' position, but it does however invite shareholders of the Company to discuss the position generally at the General Meeting.

Whilst the Placing, which will raise GBP187,033 (before expenses) for the Company, and the receipt of the GBP147,857 subscription monies for the New Convertible Loan Notes will not result in the Company's net assets equalling or exceeding half of its called-up share capital, it will go some way to addressing the position.

A circular containing notice of a General Meeting will therefore be despatched shortly.

For more information, please contact:-

 
 Boston International Holdings Plc 
 Christopher Pitman, Chairman            +44 (0) 7891 104329 
 Peterhouse Capital Limited (Broker) 
 Lucy Williams / Duncan Vasey           +44 (0) 20 7469 0930 
 

The following information relating to the transactions by Borden James 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                             William Borden James 
     --------------------------  ------------------------------------ 
 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 Holdings 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            ISIN: GB00BD70S874 
       of instrument 
       Identification 
       code 
     --------------------------  ------------------------------------ 
 b)   Nature of the               Sale of 29,571,400 shares 
       transaction 
     --------------------------  ------------------------------------ 
 c)   Price(s) and                  Price        No. of shares 
       volume(s)                     0.5 pence     29,571,400 
                                                 -------------- 
     --------------------------  ------------------------------------ 
 d)   Aggregated information 
       - Aggregated 
        volume 
       - Price                     29,571,400 
                                    0.5 pence 
     --------------------------  ------------------------------------ 
 e)   Date of the transaction     22 April 2022 
     --------------------------  ------------------------------------ 
 f)   Place of the                Outside a trading venue 
       transaction 
     --------------------------  ------------------------------------ 
 

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