REG - Boston International - Announcement of AGM and PDMR Dealings

Boston International HoldingsAnnouncement

17/11/2022 07:30

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RNS Number : 6939G  Boston International Holdings PLC  17 November 2022

17 November 2022

 

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Posting of Notice of 2022 Annual General Meeting and 2021 Report and Accounts

Proposed Buy-back and Cancellation of Deferred Shares

The Directors of BIH confirm that the Company has posted to shareholders of
the Company a circular containing the notice of the 2022 Annual General
Meeting (the "2022 AGM Circular"), the form of proxy for use at the 2022
Annual General Meeting and the Company's annual report and accounts for the
financial year ended 31 December 2021 (the "2021 Report & Accounts").

This Annual General Meeting will be held at 11.00 a.m. on Friday, 9 December
2022 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London,
SE1 2AU.

The 2022 AGM Circular will be available shortly on the Company's website and
can be downloaded from
https://www.bihplc.com/shareholder-information/circulars
(https://www.bihplc.com/shareholder-information/circulars) .  The 2022 AGM
Circular has also been submitted to the National Storage Mechanism and will be
available shortly at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

The 2021 Report & Accounts are already available on the Company's website
at https://www.bihplc.com/shareholder-information/financial-reports
(https://www.bihplc.com/shareholder-information/financial-reports) and have
previously been submitted to the National Storage Mechanism and are available
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

The business of the 2022 AGM comprises 6 ordinary resolutions and 2 special
resolutions, all of which are detailed in the 2022 AGM Circular.

Buy-back and Cancellation of Deferred Shares

One of the ordinary resolutions to be proposed at the 2022 Annual General
Meeting is to approve the agreement to be entered into by (or on behalf of)
the holders of all the 112,219,843 issued non-voting deferred shares of 0.9
pence each in the Company (the "Deferred Shares") and the Company for the
buy-back and cancellation of all those Deferred Shares, which shares arose
from the share capital reorganisation in May this year.  The Deferred Shares
are not admitted to listing on the FCA's Official List nor to trading on the
London Stock Exchange's main market for listed securities (unlike the ordinary
shares of 0.1 pence each in the Company) or any other exchange, are
economically valueless and carry no rights to vote at a General Meeting of the
Company or dividend rights.  The Company is proposing to simplify its balance
sheet by buying back and cancelling the Deferred Shares in accordance with the
rights attaching to such Deferred Shares for an aggregate consideration of 1
pence.

The Company currently has no distributable reserves to finance the buy-back of
the Deferred Shares and, therefore, this will be financed by a fresh issue of
new ordinary shares in the Company. The Directors have therefore allotted and
issued 100 new ordinary shares of 0.1 pence each in the Company (the "New
Shares") to Richard Hartheimer (a Director of the Company), at a price of 1
pence per ordinary share (being a small premium to the current market price of
an ordinary share in the Company). Part of the proceeds of the issue of the
New Shares will be used to fund the aggregate 1 pence purchase price of the
Deferred Shares. The board of Directors of the Company (the "Board") considers
this to be the best way of funding the buy-back of the Deferred Shares given
the Company currently has no distributable reserves.

Richard Hartheimer does not currently have any interest in Ordinary Shares, so
that his interest in Ordinary Shares following this allotment is 100 Ordinary
Shares.

Application will be made to the FCA for the New Shares to be admitted to
listing on the FCA's Official List and to the London Stock Exchange for the
New Shares to be admitted to trading on the London Stock Exchange's main
market for listed securities (together "Admission"). It is expected that
Admission of the New Shares will take place on or around 8.00 a.m. on 21
November 2022 and that dealings in the New Shares will commence at the same
time.

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 transaction by Richard Hartheimer
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                                                         Richard Hartheimer
 2     Reason for the notification
 a)    Position/status                                              Director
 b)    Initial notification /Amendment                              Initial notification
 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 the financial instrument, type of instrument  Ordinary Shares of 0.1 pence each

       Identification code

                                                                    ISIN: GB00BD70S874
 b)    Nature of the transaction                                    Purchase of 100 shares
 c)    Price(s) and volume(s)                                        Price   No. of shares
                                                                    1pence  100
 d)    Aggregated information

       - Aggregated volume

       - Price                                                      100

                                                                    1 pence
 e)    Date of the transaction                                      16 November 2022
 f)    Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

 

100

1 pence

e)

Date of the transaction

16 November 2022

f)

Place of the transaction

Outside a trading venue

 

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