Boston International Holdings PLC Half-year Report (7518N)

TIDMBIH

RNS Number : 7518N

Boston International Holdings PLC

27 September 2023

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or "the Company")

27 September 2023

UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHSED 30 JUNE 2023

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 2023.

Chairman's Statement

I have pleasure in presenting the interim results of Boston International Holdings Plc for the six months ended 30 June 2023.

During the financial period under review, the Company reported a net loss of GBP195,940, being the administrative expenses incurred. As at 30 June 2023 the Company had cash reserves GBP45,725.

During the period under review the Directors have continued to actively review potential acquisition opportunities for the Company and on 27 April 2023 announced that the Company is in preliminary discussions with the shareholders of Topic S.A. ("Topic") for the acquisition of all (or, at least, not less than a majority) of the issued share capital of Topic in exchange for the issue of new ordinary shares in the Company (the "Potential Acquisition").

The evaluation and due diligence on the Potential Acquisition is ongoing and the Company will update the Shareholders further in due course.

It should be noted though that following the changes to the Financial Conduct Authority's (the "FCA") Listing Rules announced on 2 December 2021, which confirmed an increase to the minimum market capitalisation threshold for both the premium and standard listing segments for shares in ordinary commercial companies from GBP700,000 to GBP30 million, the Company, as a standard listed SPAC that listed before 3 December 2021, is subject to transitional provisions in relation to market capitalisation which allows it to rely on the GBP700,000 market capitalisation. This transitional provision comes to an end later this year and therefore to be able to utilise it, the Company will need to make a complete submission to the FCA in relation to a reverse takeover transaction by 4.00pm on 1 December 2023. Should the Company not be able to make a complete submission within this period, it will no longer be able to rely on the transitional provision and will need comply with GBP30 million market capitalisation requirement.

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.

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

On 27 January 2023, the Company announced that the Directors have subscribed for an aggregate of 16,000,000 new ordinary shares of 0.1 pence each at a subscription price of 0.5 pence per share in cash, raising GBP80,000 for the Company.

On 27 April 2023, the Company announced that it is in preliminary discussions with the shareholders of Topic for the acquisition of all (or, at least, not less than a majority) of the issued share capital of Topic in exchange for the issue of new ordinary shares in the Company. Topic is a privately-owned, oil and gas exploration and production company, incorporated in Tunisia, with interests in three oil and gas blocks in offshore and onshore Tunisia. If completed it would result in the Company's existing shareholders having a minority interest in the enlarged group and would constitute a reverse takeover under the FCA's Listing Rules. The Company's issued ordinary shares have therefore been suspended from the FCA's Official List (standard segment). The Potential Acquisition remains subject to satisfactory completion of customary due diligence, regulatory and shareholder approvals.

On 26 June 2023, the Company announced that Boston Merchant (HK) Limited, a company controlled by Mr. James, a Director of the Company, had subscribed for 20,000,000 new ordinary shares of 0.1 pence at a subscription price of 0.5 pence per share in cash. The funds, amounting to GBP100,000, will be used for on-going working capital purposes.

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 Company is a standard listed SPAC that listed before 3 December 2021. As such, following the changes to the Listing Rules announced on 2 December 2021 which confirmed an increase to the minimum market capitalisation threshold for both the premium and standard listing segments for shares in ordinary commercial companies from GBP700,000 to GBP30 million, the Company is subject to transitional provisions in relation to market capitalisation which allows it to rely on the GBP700,000 market capitalisation. This transitional provision comes to an end later this year and therefore to be able to utilise it, the Company will need to make a complete submission to the FCA in relation to a reverse takeover transaction by 4.00pm on 1 December 2023. Should the Company not be able to make the submission within this period, it will no longer be able to rely on the transitional provision and will need to comply with GBP30 million market capitalisation requirement.

-- The Company is a SPAC whose main aim is to acquire an operating business. There is an inherent risk in evaluation of any potential acquisition target and although the Company and the Directors will evaluate risks pertaining to a particular target, there can be no certainty that all of the significant risks can be identified or properly assessed.

The Company intends to finance any acquisition through the issue of Ordinary Shares however it may be the case that any such acquisition may be only partially funded by equity and the Company may need to raise substantial additional capital to fund any acquisition. Whilst the Company continues its assessment of the Potential Acquisition it remains open to other potential acquisition opportunities and 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.

Responsibility Statement

The Directors are responsible for preparing the Interim Report in accordance with the Disclosure Guidance 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 2023; 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

26 September 2023