TIDMBOS
RNS Number : 1620K
BOS GLOBAL Holdings Limited
05 July 2017
BOS GLOBAL Holdings Limited
ACN 009 087 852
AIM Release
5(th) July 2017
Conversion Notice & New Convertible Note Agreement
BOS GLOBAL Holdings Limited ("BOS GLOBAL" or "the Company")
(AIM: BOS), the software developer focused on improving
productivity and creating operational efficiencies in the workplace
with "Workplace Analytics", is pleased to announce that it has
completed the drawdown of GBP194,144, at a fixed rate of 16 pence
per share, in accordance with its GBP1.392m Convertible Note
agreement ("Existing Note Agreement") with Innovation Corporation
Limited ("Innovation"). The Company has received and accepted a
Conversion Notice from Innovation for GBP194,144 and issued
Innovation with 1,213,400 fully paid ordinary shares ("Conversion
Shares") in BOS GLOBAL. This drawdown brings the total amount
provided under this facility to GBP700,144.
Application will be made to the AIM market of the London Stock
Exchange ("AIM") to admit the 1,213,400 shares to trading on AIM
with admission expected on or about Friday, 7(th) July 2017. These
shares will be subject to a 12-month lock-in agreement from the
date of conversion. The Company confirms that, as a consequence of
this Conversion Notice, it currently has no debt outstanding.
Following admission of the Conversion Shares, BOS GLOBAL will
have 75,907,766 fully paid ordinary shares in issue. Entities
associated with Michael Travia ("Travia Entities") will hold
31,579,077 ordinary shares in BOS GLOBAL, representing 41.6% of the
total shares on issue.
The Company is pleased to advise that on the 5(th) July 2017 it
entered into a new Convertible Note agreement with Innovation ("New
Note Agreement"). The New Note Agreement replaces the Existing Note
Agreement which has been finalised with today's drawdown and
conversion. Under the New Note Agreement, the Company will be able
access an increased total drawdown of up to GBP1.875m compared to
the balance of GBP691,856 previously remaining available on the
Existing Note Agreement (refer to RNS of 30 August 2016 for
principal terms of the Existing Note Agreement), with minimum
monthly drawdowns of GBP125,000 expected to commence on 23(rd) July
2017.
The key terms of the New Note Agreement include:
-- a total principal amount of up to GBP1,875,000 will be
provided in minimum monthly instalments of GBP125,000, for a period
of 15 months commencing 23(rd) July 2017 (ie term ending 23
September 2018);
-- the monthly instalment may be increased by mutual agreement;
-- the Company has the option to defer any drawdowns under the
New Note Agreement to no later than 16 September 2018 by providing
Innovation with written notice however this will not have the
effect of reducing the quantum of the loan (ie BOS GLOBAL must
drawdown the 1,875,000 facility in its entirety by 16 September
2018) ;
-- conversion is expected to occur on the business day following
each monthly drawdown, subject to the Company not being in a closed
period as defined by the Market Abuse Regulations ('MAR'),
commencing on or about 23(rd) July 2017;
-- the conversion price is fixed at 16 pence per share, which is
a premium of 70% to yesterday's closing price of 9.375 pence and
47% premium to the 28-day moving average Share Price of 10.83 pence
to 4th July 2017;
-- a minimum monthly drawdown of GBP125,000 will entitle
Innovation to receive 781,250 ordinary shares in BOS GLOBAL shares
and 781,250 attaching options in BOS GLOBAL ("Conversion Options")
upon conversion;
-- the Conversion Options will have an exercise price of 20
pence, expire on 30 September 2018 and entitle the holder to 1
ordinary share in BOS GLOBAL per exercised Conversion Option;
-- shares issued in relation to conversions under the New Note
Agreement will be subject to a 12 month lock-in agreement from the
date of conversion;
-- shares issued upon exercise of Conversion Options will not be subject to lock-in agreements;
-- Conversion Options will not be subject to lock-in agreements; and
-- Shares cannot be loaned.
Over the term of the New Note Agreement this will result in a
total of 11,718,750 additional ordinary shares in BOS GLOBAL being
issued to Innovation and 11,718,750 Conversion Options being issued
to Innovation. Assuming no further share issues in BOS GLOBAL or
acquisitions or disposals of ordinary shares of BOS GLOBAL by
Travia Entities or exercise of Conversion Shares the Travia
Entities would hold 43,297,827 ordinary shares in BOS GLOBAL,
representing 49.4% of the total shares on issue (assumed to be
87,626,516) by completion of the term of the New Note Agreement on
23 September 2018.
Innovation is a Hong Kong registered company of which Michael
Travia is the sole shareholder and beneficial owner. Innovation was
incorporated on 21st February 2017 as an investment company for the
management of the wealth of Mr. Travia, and is a related party of
the Company. The termination of the Existing Note Agreement and the
entering into of the New Note agreement are considered to be
related party transactions under Rule 13 of the AIM Rules for
Companies.
With the exception of Michael Travia, the Company's directors
consider, having consulted with its nominated adviser, that the
terms of the transaction are fair and reasonable insofar as
shareholders are concerned.
BOS GLOBAL Chairman David Ireland said, "The Board welcomes the
continued support of Innovation Corporation Limited as the Company
expands with a clear focus on sales of its products coupled with
step-change opportunities such as the recent equity investment in
Call Design, to open larger markets and benefit from their
enterprise client base and global reach." He further said "this
level of funding underpins ours growing sales pipeline of BOS360
products worldwide; plus ongoing assessment of complimentary
acquisitions and the transition of the majority of our corporate
and Board functions to London later this year."
This announcement contains inside information for the purpose of
Article 7 of the Market Abuse
Regulation (EU) No. 596/2014.
**S**
For further information please visit www.bosglobal.com or
contact:
Michael Travia BOS GLOBAL Holdings Tel: +61 (0) 8 9322
Managing Director Limited 4071
E: shareholder@bosglobal.com
=================== ===================== ==============================
Andrew Thomson RFC Ambrian Limited Tel: +61 (0) 8 9480
NOMAD 2500
=================== ===================== ==============================
Charles Goodfellow Peterhouse Corporate Tel: +44 (0) 20 7220
/ Lucy Williams Finance Limited 9791
Broker
=================== ===================== ==============================
Megan Dennison St Brides Partners Tel: +44 (0) 20 7236
/ Charlotte Page Ltd 1177
Financial PR
=================== ===================== ==============================
About BOS GLOBAL
BOS GLOBAL is a Software Company dedicated to making workplaces
more productive.
It does this through its patented platform built to capture and
analyse activities as a smart way to help individuals to achieve
greater levels of workplace efficiency.
The platform known as BOS360 Work Patterns Platform as a Service
('BOS360 PaaS'), launched in May 2017, is unique in its ability to
digitally render real time views of productivity in the form of
Work Patterns at an individual, team or organisation level.
The platform comprises of three main business competencies;
1. Workplace Automation - How digital information (records and
documents) is managed in the workplace.
2. Workplace Productivity - How people are spending their time at work
3. Workplace Integrity - How workplace information is secured and validated.
Each of these competencies are supported by a range of
enterprise grade software products designed to perform a specific
set of workplace functions. These products also act as both
collectors and feeders of information to the BOS360 PaaS for use in
the generation of Work Pattern reports and Workplace Analytics.
Since May 2017, BOS GLOBAL has six revenue generating products -
BOS Meet, BOS Time, BOS360 PaaS and BOS Automate Suite since its
first product launch (BOS Meet) in December 2016. For more
information of how BOS GLOBAL products can help your workforce
increase efficiency and productivity visit www.bos-360.com
BOS GLOBAL aims to generate re-occurring income through
subscriptions of its BOS360 PaaS and supporting products, as well
as through licensing of its patented Work Pattern technology. The
Company's sales strategy is focussed on building a global
distribution partner network via Enterprise Software Vendors,
Professional Services organisations and Consulting Practices.
The Company has a 40% equity interest in Call Design Pty Ltd, a
profitable, Australian based, global provider of workforce
optimisation tools, focused particularly on call centre services,
which has an established blue chip client base. This highly
synergistic investment is expected to provide multiple
cross-selling opportunities to both companies in line with BOS
GLOBAL's strategy to deliver a comprehensive business optimisation
offering globally. This investment includes the 1(st) Rights of
Offer and Refusal for BOS GLOBAL to acquire the balance of Call
Design on the same financial terms as the initial 40%
investment
Call Design sets a new standard for Workplace Optimisation,
while BOS GLOBAL's software sets a new standard for Workplace
Efficiency. Both products will be offered through BOS360 PaaS,
setting a new standard for Workplace Analytics to give companies
greater control in making informed, fact-based decisions on their
operational activities; Workforce Analytics is a combination of
software and methodology that applies statistical models to
worker-related data, allowing enterprise leaders to optimise human
and machine resources.
BOS GLOBAL Holdings Limited is an AIM listed company
incorporated in Australia, operating from offices in Melbourne,
Sydney and Brisbane. The Company also has a regional office in Hong
Kong, responsible for the Asia-Pacific region and processing of
large scale enterprise product sales with a greater than US$20
million revenue stream over an initial three-year contract term.
Such deals include acquisitions and investments like the size of
Call Design.
The Company is working towards its expanded London Office with
its planned move of both Corporate and Board function to London in
late 2017. Further, plans are well underway to increase its
representation in Europe, the Middle East and Africa (EMEA) and
North America with that of Call Design, and with offices on track
to be established in 2017 in London and San Francisco
respectively.
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
This information is provided by RNS
The company news service from the London Stock Exchange
END
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