REG - Boston International - Annual Financial Report
30/06/2022 14:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220630:nRSd8736Qa&default-theme=true
RNS Number : 8736Q Boston International Holdings PLC 30 June 2022
For immediate release
30 June 2022
Boston International Holdings Plc
("BIH" or the "Company")
Annual Report and Accounts for the year ended 31 December 2021
The Company announces its audited annual report and accounts for the year
ended 31 December 2021 ("2021 Annual Accounts"), extracts from which are set
out below.
A copy of the 2021 Annual Accounts will be shortly uploaded onto the Company's
website at: https://www.bihplc.com/ (https://www.bihplc.com/) and the
National Storage Mechanism where it will be available for viewing
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
This announcement contains inside information for the purposes of Article 7
of Regulation 2014/596/EU which is part of domestic UK law pursuant to the
Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
For more information, please contact:-
Boston International Holdings Plc
Christopher Pitman, Chairman +44 (0) 7768 104 329
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey +44 (0) 20 7469 0930
EXTRACTS FROM THE COMPANY'S 2021 ANNUAL ACCOUNTS
CHAIRMAN'S REPORT
I have pleasure in presenting the financial statements of Boston International
Holdings Plc (the "Company") for the year ended 31 December 2021.
During the financial year, the Company reported a net loss before taxation of
0.84p per share. There was no revenue in the period. The loss reflects the
operating loss of the Company for the period of £434,323. As at 31 December
2021, the Company had cash at bank of £65,401.
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.
On 31 March 2021 the Company announced:
- that Peterhouse Capital has been appointed as sole Broker to the Company.
- that £198,956 of new financing has been secured by way of a fundraising
undertaken by Peterhouse Capital Limited ("Peterhouse") which involves a
combination of a subscription of £125,714 Convertible Loan Notes ("Notes").
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 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").
Trading in the new shares commenced on 1 April 2021. The additional funds will
be used for working capital. 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 novation of the existing £200,000 loan facility ("Loan Facility") with
BMHK to Borden James for a nominal sum. The terms of the Loan Facility remain
the same as announced on 12 June 2020.
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 moved from Chairman and resumed a role of Non-Executive Director.
On 8 July 2021 the Company announced that £251,000 of new financing had
been secured by way of a conditional fundraising undertaken by Peterhouse via
a placing of £251,000 principal of Convertible Loan Notes. As part of the
Fundraising, Emirates Fund Exchange PLTD had subscribed
for £51,000 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 £200,000 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 was
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 subscribed
£200,000 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, 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.
On 7 March 2022 the Company announced that the 'Final Repayment Date in
respect of the £125,714 nominal Zero Coupon Convertible Unsecured Loan Notes
2022 issued by the Company on 12 April 2021 has been extended from 31 March
2022 to 30 September 2022. All other terms of the Convertible Loan Notes
remain unchanged from the terms announced by the Company on issue.
On 12 April 2022 the Company announced that the terms of the existing
£125,714 convertible loan notes issued on 12 April 2021 and the existing
£251,000 convertible loan notes issued on 7 July 2021 have been varied such
that the final repayment date has been extended from 30 September 2022 to 30
September 2023; and the conversion provisions (at a price of 1 pence per
ordinary share into ordinary shares of 1 pence each in the Company) have been
amended so that they are now convertible into ordinary shares at any time,
with the written consent of the Company at any time prior to the 'Final
Repayment Date' and will now automatically be converted at the earlier of the
publication of a prospectus or the completion of a 'reverse takeover'
transaction and admission of the Company's share capital to trading on a
recognised stock exchange.
The Company further announced that, following the variation of the Existing
Convertible Loan Notes the aggregate £295,714 principal of Existing
Convertible Loan Notes held by Borden James, a Director of BIH (following the
transfer of £95,714 of such Convertible Loan Notes to him by Boston Merchant
(HK) Limited, a company 98.04% owned by him) have been converted into
29,571,400 new ordinary shares of 1p each in the Company at a conversion price
of 1p per share, allotted and issued to Borden James.
On 22 April 2022 the Company announced the placing of 18,703,307 new ordinary
shares at price of 1 pence per share to raise £187,033. As part of the
Placing, Borden James, a Director of the Company, instructed the Company to
allot and issue the 29,571,400 Ordinary Shares allotted and issued to him.
These 29,571,400 shares were immediately placed in the market and
the £147,857 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 New Convertible Loan Notes will 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.
On 20 May 2022 the Company announced that shareholders had approved at a
General Meeting a resolution to effect a share capital reorganisation
(sub-dividing and converting each ordinary share of 1 pence in the capital
of the Company into one ordinary share of 0.1 pence and one deferred share
of 0.9 pence).
This financial statement has been prepared on a going concern basis.
After reviewing it's cash requirements over the next twelve months the Company
announced a number of fund raising initiatives in March and April 2022 as set
out below ("Events after the reporting date"). The Directors are also
confident of raising additional funds through the issue of new shares should
the need arise, consequently they believe the Company will be able to continue
to meet its's liabilities as they fall due for the 12 months from signing the
financial statements.
The Directors note the existence of a material uncertainty with respect to
going concern given the historic and projected losses of the Company and the
reliance on external funding to continue to trade.
A more detailed update on recent developments is provided in the Directors
Report - Events after the Reporting Date.
Whilst it continues its assessment of potential acquisitions, 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 the acquisition.
The Board looks forward to providing further updates to shareholders in due
course.
Christopher Pitman
Chairman
28 June 2022
STRATEGIC REPORT
The Directors present their strategic report with the financial statements of
the Company for the year ended 31 December 2021.
review of developments and future prospects
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.
The Company's financial performance for the period reflected market
conditions. The Company loss after taxation for the year to 31 December 2021
amounted to £434,323 (2020: £441,473). Cash at bank amounted to £65,401
(2020: £73,362) and net liabilities amounted to (£294,063) (2020:
(£172,601)). No dividends were paid during the year and none are proposed. A
review of the activity of the business and future prospects is contained in
the Chairman's Statement on page 2 which accompanies these financial
statements.
KEY PERFORMANCE INDICATORS
The key indicator of performance for the Company is its success in
identifying, acquiring, developing and divesting investments in projects so as
to create shareholder value.
Control of bank and cash balances is a priority for the Company and these are
budgeted and monitored closely to ensure that it maintains adequate liquid
resources to meet financial commitments as they arise.
At this stage in its development, quantitative key performance indicators are
not an effective way to measure the Company's performance.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company's activities expose it to a variety of financial risks: currency
risk, credit risk, liquidity risk and cash flow interest rate risk. The
Company's overall risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the
Company's financial performance.
a) Currency risk
The Company does not operate internationally and its exposure to foreign
exchange risk is limited to the transactions and balances that are denominated
in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit risk related to
any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and
available funding through an adequate amount of committed credit facilities.
The Company ensures it has adequate resource to discharge all its liabilities.
The directors have considered the liquidity risk as part of their going
concern assessment. (See note 18).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The
Company monitors the interest rate on its interest bearing assets closely to
ensure favourable rates are secured.
e) Capital risk management
The Company manages its capital to ensure that entities within the Company
will be able to continue individually as going concerns, while maximising the
return to Shareholders through the optimisation of debt and equity balances.
The Company manages its capital structure and makes adjustments to it, in the
light of changes in economic conditions. To maintain or adjust its capital
structure, the Company may adjust or issue new shares or raise debt. No
changes were made in the objectives, policies or processes during the year
ended 31 December 2021.
f) Social, community and human rights issues
The Company does not consider it necessary to include a statement on these
issues as it is currently looking for an investment and is not a trading
entity.
g) Energy and carbon reporting
The Company did not trade during the year and does not occupy any premises so
it's utilisation of energy is below the minimum threshold of 40,000 kwh.
The Company does not hold any collateral as security.
On behalf of the board
Christopher Pitman
Chairman
28 June 2022
EXTRACT FROM THE DIRECTORS' REPORT
Directors' Responsibility Statement
The Directors are responsible for preparing the Strategic Report, the
Directors' Report, Annual report and the statutory financial statements in
accordance with applicable law and regulations.
The Directors are required to prepare financial statements for the Company in
accordance with International Financial Reporting Standards as adopted by the
EU (together, "IFRS").
Company law requires the Directors to prepare Financial Statements for each
financial year. Under that law the Directors have elected to prepare the
Financial Statements in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU and applicable law.
International Accounting Standard 1 requires that financial statements present
fairly for each financial year the Company's financial position, financial
performance and cash flows. This requires the faithful representation of
transactions, other events and conditions in accordance with the definitions
and recognition criteria for the assets, liabilities, income and expenses set
out in the International Accounting Standards Board's "Framework for the
Preparation and Presentation of Financial Statements". In virtually all
circumstances, a fair representation will be achieved by compliance with all
IFRS. Directors are also required to:
- select suitable accounting policies and then apply them
consistently;
- present information, including accounting policies, in a manner that
provides relevant, reliable, comparableand understandable information; and
- provide additional disclosures when compliance with the specific
requirements in IFRS is insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the Company's
financial position and financial performance.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time, the financial position of the
Company and enable them to ensure that the Financial Statements comply with
the Companies Act 2006. They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
They are further responsible for ensuring that the Strategic Report and
the Directors' Report and other information included in the Annual Report and
Financial Statements is prepared in accordance with applicable law in the
United Kingdom.
The maintenance and integrity of the Company's website is the responsibility
of the Directors; work carried out by the auditors does not involve the
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred in the accounts since
they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination
of the accounts and the other information included in Annual Reports may
differ from legislation in other jurisdictions.
The Directors are responsible for preparing the Financial Statements in
accordance with the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority ('DTR') and with International Financial
Reporting Standards (IFRS) as adopted by the European Union.
The Directors, whose names and functions are set out on page 1, confirm that
to the best of their knowledge:
· the 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 management report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties that it
faces.
The annual report and financial statements, taken as a whole, are fair,
balanced and understandable and provide the information necessary for
shareholders to assess the Company's performance, business model and strategy.
Provision of information to auditors
Each of the persons who are Directors at the time when this Directors' Report
is approved has confirmed that:
· so far as that Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
· that Director has taken all the steps that ought to have been taken
as a director in order to be aware of any information needed by the Company's
auditors in connection with preparing their report and to establish that the
Company's auditors are aware of that information.
Auditors
The auditors, Haysmacintyre LLP, have expressed their willingness to continue
in office and a resolution to reappoint them will be proposed at the Annual
General Meeting.
Events after the reporting date
On 7 March 2022 the Company announced that the 'Final Repayment Date in
respect of the £125,714 nominal Zero Coupon Convertible Unsecured Loan Notes
2022 issued by the Company on 12 April 2021 has been extended from 31 March
2022 to 30 September 2022. All other terms of the Convertible Loan Notes
remain unchanged from the terms announced by the Company on issue.
On 12 April 2022 the Company announced that the terms of the existing
£125,714 convertible loan notes issued on 12 April 2021 and the existing
£251,000 convertible loan notes issued on 7 July 2021 have been varied such
that the final repayment date has been extended from 30 September 2022 to 30
September 2023; and the conversion provisions (at a price of 1 pence per
ordinary share into ordinary shares of 1 pence each in the Company) have been
amended so that they are now convertible into ordinary shares at any time,
with the written consent of the Company at any time prior to the 'Final
Repayment Date' and will now automatically be converted at the earlier of the
publication of a prospectus or the completion of a 'reverse takeover'
transaction and admission of the Company's share capital to trading on a
recognised stock exchange.
The Company further announce that, following the variation of the Existing
Convertible Loan Notes the aggregate £295,714 principal of Existing
Convertible Loan Notes held by Borden James, a Director of BIH (following the
transfer of £95,714 of such Convertible Loan Notes to him by Boston Merchant
(HK) Limited, a company 98.04% owned by him) have been converted into
29,571,400 new ordinary shares of 1p each in the Company at a conversion price
of 1p per share, allotted and issued to Borden James.
On 22 April 2022 the Company announced the placing of 18,703,307 new ordinary
shares at price of 1 pence per share to raise £187,033. As part of the
Placing, Borden James, a Director of the Company, instructed the Company to
allot and issue the 29,571,400 Ordinary Shares allotted and issued to him.
These 29,571,400 shares were immediately placed in the market and
the £147,857 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 New Convertible Loan Notes will 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.
On 20 May 2022 the Company announced that shareholders had approved at a
General Meeting a resolution to effect a share capital reorganisation
(sub-dividing and converting each ordinary share of 1 pence in the capital
of the Company into one ordinary share of 0.1 pence and one deferred share
of 0.9 pence).
This responsibility statement was approved by the Board of Directors on 28
June 2022 and is signed on its behalf by:
Christopher Pitman . Director
AUDITOR'S REPORT
Opinion
We have audited the financial statements of Boston International Holdings Plc
(the 'company') for the year ended 31 December 2021 which comprise the
Statement of Comprehensive Income, Statement of Financial Position, Statement
of Cash Flow, Statement of Changes in Equity and notes to the financial
statements, including a summary of significant accounting policies. The
financial reporting framework that has been applied in their preparation is
applicable law and United Kingdom adopted international accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the company's affairs as at 31
December 2021 and of the company's loss for the year then ended;
• have been properly prepared in accordance with United Kingdom adopted
IFRSs; and
• have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate but acknowledge that there are material
uncertainties in relation to reliance upon the proceeds of future fundraises
to cover financial expenditure over the next 12 months.
Our evaluation of the directors' assessment of the entity's ability to
continue to adopt the going concern basis of accounting included but was not
limited to the following:
- We discussed the current status of proposed future fundraising with
the directors and gained an understanding of projected future events and
timelines.
- We reviewed and challenged management's cash flow forecasts for 12
months from signing the financial statements.
- We considered the level of cash in the Company in relation to the
expected costs over the next 12 months and considered whether they were
appropriate.
The Company made a loss in the financial year of £434,323 and has net
liabilities of £294,063. The directors have prepared a detailed cashflow
forecast, assessing the requirement for the Company to raise funds in April
2023. As such, the directors acknowledge there to be a material uncertainty.
The directors are satisfied that the company remains a going concern due to
confidence in their ability to raise funds as has been undertaken in the past.
We draw attention to note 2 in the financial statements, which indicates that
the Company is not revenue generating as it seeks a potential transaction and
is reliant on the proceeds of future fundraises to cover financial expenditure
over the next 12 months. Whilst the Directors' believe the Company has
sufficient cash to meet its liabilities as they fall due, there remains a risk
that cash would not be available should additional costs arise.
As stated in note 2, these facts, along with other matters described indicate
that a material uncertainty exists that may cast significant doubt on the
Company's ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
There are no key audit matters identified, other than the matter described in
the Material Uncertainty related to Going Concern section.
Key observations
We have included a material uncertainty in respect of going concern above, and
based on the procedures performed, we have no further matters to report.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and
application of materiality. We define materiality as the magnitude of
misstatement that could reasonably be expected to influence the readers and
the economic decisions of the users of the financial statements. We use
materiality to determine the scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate the effect of misstatements,
both individually and on the financial statements as a whole.
Materiality for the Financial Statements as a whole was set at £10,300,
determined with reference to the draft loss of the Company. We report to the
Directors any corrected or uncorrected misstatements arising exceeding £515.
Performance materiality was set at £7,725, being 75% of materiality. This was
considered an appropriate level of materiality given the limited trading
activity of the Company as it continues to seek investment opportunities.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determine our audit scope for the Company. This
enables us to form an opinion on the financial statements. We take into
account size, risk profile, the organisation of the Company and the internal
control environment when assessing the level of work to be performed.
Based on our assessment of the accounting processes, the industry in which the
company operates and the control environment, it was appropriate to undertake
an entirely substantive audit approach. Our substantive audit procedures
included testing of total expenditure, total assets, liabilities and Equity.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors' report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
• the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the company, or returns
adequate for our audit have not been received from branches not visited by us;
or
• the company financial statements and the part of the directors'
remuneration report to be audited are not in agreement with the accounting
records and returns; or
• certain disclosures of directors' remuneration specified by law are not
made; or
• we have not received all the information and explanations we require for
our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
on page 11, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Based on our understanding of the company and industry, we identified that the
principal risks of non-compliance with laws and regulations related to
regulatory requirements with the London Stock Exchange regulations, and we
considered the extent to which non-compliance might have a material effect on
the financial statements. We also considered those laws and regulations that
have a direct impact on the preparation of the financial statements such as
the Companies Act 2006.
We evaluated management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls), and determined that the principal risks were related to posting
inappropriate journals and management bias in accounting estimates. Audit
procedures performed by the engagement team included:
· We obtained an understanding of the legal and regulatory frameworks
that are applicable to the Company and determined that the most significant
are the Companies Act 2006 and the Listing Rules.
· We understood how the Company is complying with those frameworks
through discussions with the Directors.
· We assessed the susceptibility of the Company's financial statements
to material misstatement including how fraud might occur by considering the
key risks impacting the financial statements.
· We carried out a review of manual entries recorded in Management's
accounting records and assessed the appropriateness of such entries.
· We have assessed that the Company's control environment is adequate
for the size and operating model of such a listed Company.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather error, as fraud involves intentional concealment, forgery,
collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 6 September 2018 to audit the
financial statements for the year ended 31 December 2018. This is our fourth
year of uninterrupted engagement.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Company and we remain independent of the Company in our
conduct of the audit.
Our audit opinion is consistent with the additional report to the Board of
Directors.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an Auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Ian Cliffe (Senior Statutory
Auditor)
10 Queen Street Place
For and on behalf of Haysmacintyre LLP, Statutory Auditors
London
Date: 28 June
2022
EC4R 1AG
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
2021 2020
Notes £ £
Reverse take-over costs (60,408) (240,500)
Other operating expenses 4 (357,446) (198,916)
OPERATING LOSS BEFORE TAXATION (417,854) (439,416)
Interest income 2,874 737
Interest expense (19,343) (2,794)
Income tax expense 5 - -
LOSS FOR THE PERIOD ATTRIBUTABLE TO
EQUITY HOLDERS OF THE COMPANY
(441,473)
(434,323)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME /(LOSS) FOR THE PERIOD (434,323) (441,473)
(1.2)
Basic and diluted loss per share (pence) 14 (0.84)
The notes to the financial statements form an integral part of these financial
statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
2021 2020
Notes £ £
CURRENT ASSETS
Other receivables 6 31,425 10,320
Cash and cash equivalents 7 65,401 73,362
TOTAL CURRENT ASSETS 96,826 83,682
CURRENT LIABILITIES
Unsecured Loan 8 - (200,000)
Unsecured Convertible Loan Notes 9 (356,438) -
Other payables 10 (34,451) (56,283)
TOTAL CURRENT LIABILITIES (390,889) (256,283)
NET (LIABILITIES) (294,063) (172,601)
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
Share capital 11 639,451 366,209
Share premium 1,318,292 1,318,292
Other reserves 13 39,619 -
Retained earnings 12 (2,291,425) (1,857 ,102)
TOTAL EQUITY (294,063) (172,601)
The financial statements of Boston International Holdings Plc for the period
ended 31 December 2021 were authorised for issue by the Company's Board of
Directors 28 June 2022.
The accompanying notes are an integral part of these financial statements.
……………………
Christopher Pitman
Director
28 June 2022
STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 31 DECEMBER 2021
2021 2020
£ £
Cash flow from operating activities
Loss before tax (434,323) (441,473)
Changes in working capital
Other receivables (21,105) (1,392)
Other payables (21,832) 13,769
Net cash outflow from operating activities (477,260) (429,096)
Cash flow from financing activities
Unsecured (200,000) 200,000
Loan
Unsecured Convertible Loan Notes 376,714 -
Unsecured Convertible Loan Notes - interest (19,343) -
Proceeds from issue of shares 273,242 -
Net cash inflow from financing activities 469,299 200,000
Net decrease in cash and cash equivalents (7,961) (229,096)
Cash and cash equivalents at beginning of period 73,362 302,458
Cash and cash equivalents at end of period 65,401 73,362
The accompanying notes are an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
Share Share Other Profit and Total
Capital Premium Reserves Loss account Equity
£ £ £ £ £
At 1 January 2020 366,209 1,318,292 - (1,415,629) 268,872
Loss for the year after tax - - - (441,473) (441,473)
At 31 December 2020 366,209 1,318,292 - (1,857,102) (172,601)
Issue of shares 273,242 - - - 273,242
Convertible Loan Notes-
equity element - - 39,619 - 39,619
Loss for the year after - - - (434,323) (434,323)
tax
At 31 December 2021 639,451 1,318,292 39,619 (2,291,425) (294,063)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
1. GENERAL INFORMATION
The Company was incorporated on 17 November 2015 (Company Number 09876705) in
accordance with the laws of England and Wales as a private company limited by
shares and re-registered as a public limited company on 14 June 2016.
The Company's ordinary shares commenced trading on the main market of the
London Stock Exchange on 12 October 2016.
The Company's nature of operations is to act as a special purpose acquisition
company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and considers
them to be the most appropriate to the Company's business activities.
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations (collectively IFRS) issued by the International Accounting
Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs") and
those parts of the Companies Act 2006 which apply to companies preparing their
financial statements under IFRSs. The financial statements have been prepared
under the historical cost convention.
The financial information of the Company is presented in British Pound
Sterling ("£").
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the directors have
reviewed the Standards in issue by the International Accounting Standards
Board ("IASB") and IFRIC, which are effective for annual accounting periods
ending on or after the stated effective date. In their view, none of these
standards would have a material impact on the financial reporting of the
Company.
Comparative figures
The comparative figures shown for 2020 cover the twelve months to 31
December 2020.
Interest receivable and interest payable
Interest received comprises bank interest received. Interest payable comprises
the computed interest on the Convertible Loan Notes.
Going concern
This financial statement has been prepared on a going concern basis.
After reviewing it's cash requirements over the next twelve months the Company
announced a number of fund raising initiatives in March and April 2022 as set
out below ("Events after the reporting date"). The Directors are also
confident of raising additional funds through the issue of new shares should
the need arise, consequently they believe the Company will be able to continue
to meet its's liabilities as they fall due for the 12 months from signing the
financial statements.
The Directors note the existence of a material uncertainty in respect to going
concern given the historic and projected losses and the reliance on external
funding to continue to trade.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term
investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the period.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in otherperiods and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method on temporary
timing differences at the balance sheetdate between the tax basis of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised in full for all temporary
differences. Deferred income tax assets arerecognised for all deductible
temporary differences carried forward of unused tax credits and unused tax
losses to theextent that it is probable that taxable profits will be available
against which the deductible temporary differences, andcarry-forward of unused
tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each balance
sheet date and reduced to the extent thatit is no longer probable that
sufficient taxable profits will be available to allow all or part of the
deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at each balance sheet date and are recognised to the
extent that is probable that future taxable profits will allow the deferred
income tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the statement of
financial position when the company becomes a party to the contractual
provisions of the instrument.
Financial assets
Financial assets within the scope of IAS 39 are classified as either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition and re-evaluates this classification at every reporting
date.
As at the balance sheet date, the company did not have any financial assets at
fair value through profit or loss, and in the categories of held-to-maturity
investments and available-for-sale financial assets.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are
classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the company after deducting all of its liabilities. Equity
instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair
value through profit or loss or financial liabilities measured at amortised
costs.
Financial liabilities are classified as at fair value through comprehensive
income statement if the financial liability is either held for trading or it
is designated as such upon initial recognition
Other financial liabilities
Trade and other payables are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost, where
applicable, using the effective interest method, with interest expense
recognised on an effective yield basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or they expire.
Operating segments
As the company has not completed an acquisition there is no activity to
report.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS requires
management to make estimates and assumptions that affect the reported amounts
of income, expenditure, assets and liabilities. Estimates and judgements are
continually evaluated, including expectations of future events to ensure these
estimates to be reasonable.
The estimates and associated assumptions are based on historical experience
and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements
about carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates.
The Company's nature of operations is to act as a special purpose acquisition
Company. This significantly reduces the level of estimates and assumptions
required.
The going concern status of the Company is considered to be a key judgement.
This has been considered further in note 2 to the financial statements.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
2021 2020
£ £
Auditors' remuneration:
Fees payable to the Company's auditor for the audit of the Company's annual 28,320 24,600
accounts
Fees payable to the Company's auditor for the review of the interim accounts - 4,320
5. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in the United
Kingdom.
No tax is applicable to the Company for the year ended 31 December 2021. No
deferred tax asset has been recognised in respect of the losses carried
forward, due to the uncertainty as to whether the Company will generate
sufficient future profits in the foreseeable future to prudently justify this.
Reconciliation of effective tax rate
2021 2020
£ £
Loss for the period (434,323) (441,473)
Total tax expense - -
Loss before taxation (434,323) (441,473)
Tax using the applicable corporation tax rate - -
Losses carried forward (2,291,425) (1,857,102)
Total tax expense included in profit and loss - -
The corporation tax rate applicable in the year is 19% (2020: 19%).
Due to the losses carried forward the Company is not exposed to any risk in
the expected increase in tax rates. .
6. OTHER RECEIVABLES
2021 2020
£ £
Prepayments 31,425 10,320
7. CASH and CASH EQUIVALENTS
2021 2020
£ £
Cash held at bank 65,401 73,362
8. UNSECURED LOAN
2021 2020
£ £
Unsecured Loan - 200,000
On 31 March 2021 the Loan was novated by Boston Merchant (HK) Limited to
Borden James. The terms of the Loan Facility remained the same as announced on
12 June 2020.
On 8 July 2021 Borden James converted the Loan Facility into 20,000,000
Ordinary Shares of 1p which were sold and reinvested back into the Company in
the form of £200,000 Convertible Loan Notes.
9. CONVERTIBLE LOAN NOTES
2021 2020
£ £
Convertible Loan Notes issued 376,714 -
(39,619) -
Equity element transferred to Other
Reserves
19,343 -
Present value finance
costs
356,438 -
The Notes were issued in two tranches, £125,714 on 12 April 2021 and
£251,000 on 8 July 2021 as part of fundraising undertaken by the Company's
brokers, Peterhouse Capital.
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.
Borden James, a director of BIH, is the holder of Notes to the value of
£200,000 and Boston Merchant (HK) Limited, a business controlled by Borden
James, holds Notes to the value of £95,714.
On 7 March 2022 the repayment term of the Notes was extended to 30 Sptember
2022 and on 12 April 2022 the final repayment date was extended to 30
September 2023.
Futher, on 12 April 2022 Loan Notes valued at £295,714 were converted in
Ordinary shares of £0.01 each. The new Ordinary shares were placed into the
market by the holder and the proceeds of £147,857 reinvested into the Company
by the issue of New Convertible Loan Notes.
10. OTHER PAYABLES
2021 2020
£ £
Accounts Payables 3,964 8,121
Acccruals 30,487 48,162
34,451 56,283
11. SHARE CAPITAL
Shares £
Issued, called up and fully paid Ordinary shares of £0.01 each
As at 1 January 2021 36,620,948 366,209
7,324,189 73,242
Share issue 31 March 2021
Share issue 8 July 2021 200,000,000 200,000
As at 31 December 2021 639,451
63,945,137
On 22 April 2022 the Company issued 18,703,307 Ordinary shares at a price of
£0.01 each and a further 29,571,400 Ordinary shares of £0.01 each consequent
on the conversion of Convertible Loan Notes.
The total number of Ordinary shares in issue is therefore 112,219,843.
12. RETAINED EARNINGS
2021 2020
£ £
Retained earnings represent accumulated losses (2,291,425) (1,857,102)
13. OTHER
RESERVES
2021 2020
£ £
Convertible Loan Notes - equity element 39,619 -
14. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable
to equity holders of the Company by the weighted average number of ordinary
shares in issue during the period. Diluted earnings per share is calculated by
adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares.
There are currently no dilutive potential ordinary shares.
Loss per share attributable to ordinary shares 2021 2020
Earnings £ (434,323) (441,473)
Weighted average number of shares Unit 51,857,869 36,620,948
Per share amount Pence (0.84) (1.2)
IAS33 requires presentation of diluted EPS when a company could be called upon
to issue shares that decrease earnings per share or increase the loss per
share. For a loss-making company with outstanding share options or warrants,
net loss per share would be decreased by exercise of options. Therefore, per
IAS33.36 the antidilutive potential ordinary shares are disregarded in the
calculation of diluted
EPS.
15. NET FUNDS/DEBT RECONCILIATION
Beginning of Movement in End of
the period the period the period
Cash & cash equivalents 73,362 (7,961) 65,401
Debt (200,000) (156,438) (356,438)
(126,638) (164,399) (291,037)
16. DIRECTORS REMUNERATION
W Borden James, Richard Hartheimer and Norman Connell were appointed for an
initial term commencing on 1 July 2016 and ending on completion of the
acquisition by the Company of an operating company or business, at which time
each Director shall retire from office and offer himself for re-appointment by
the members.
Christopher Pitman and Martin Lampshire were appointed on 28 April 2021 for a
initial term of the earlier of 12 months or the completion of an acquisition
by the Company of an operating company or business.
During the period to 31 December 2021 there were no staff costs, as no staff
were employed by the Company, other than the Directors fees.
17. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The capital structure of the
Company consists of borrowings and equity attributable to equity holders of
the Company, comprising issued share capital and reserves.
18. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash,
short-term deposits, bank loans and overdrafts and various items such as trade
receivables and payables, which arise directly from operations. The Company
does not trade in financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial risks: currency
risk, credit risk, liquidity risk and cashflow interest rate risk. The
Company's overall risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the
Company's financial performance.
a) Currency risk
The Company does not operate internationally and its exposure to foreign
exchange risk is limited to the transactions and balances that are denominated
in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit risk related to
any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and
available funding through an adequate amount of committed credit facilities.
The Company ensures it has adequate resource to discharge all its liabilities.
The directors have considered the liquidity risk as part of their going
concern assessment. (See note 2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The
Company monitors the interest rate on its interest bearing assets closely to
ensure favourable rates are secured.
e) Market risk
The Company is not currently active so does not have any exposure to
individual market risks.
Fair values
Management assessed that the fair values of cash and short-term deposits,
trade receivables, trade payables, bank overdrafts and other current
liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments.
19. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and cash
equivalents, trade and other receivables and trade and other payables. The
Company's accounting policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect
of each class of financial assets, financial liability and equity instrument
are set out in Note 2. The Company do not use financial instruments for
speculative purposes.
The principal financial instruments used by the Company, from which financial
instrument risk arises, are as follows:
Financial assets £
Loans and receivables
Other receivables 31,425
Cash and cash equivalents 65,401
Total financial assets 96,826
Financial liabilities measured at amortised cost
356,438
Unsecured Convertible Loan Notes
Other payables 34,451
Total financial liabilities 390,889
There are no financial assets that are either past due or impaired.
20. PENSION COMMITMENT
The Company has no pension commitments at the end of the period.
21. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management
personnel compensation has been disclosed in note 16.
During the year as noted in Note 9 the Company issued Covertible Loan Notes to
the value of £376,714. 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.
Borden James, a director of BIH, is the holder of Notes to the value of
£200,000 and Boston Merchant (HK) Limited, a business controlled by Borden
James, holds Notes to the value of £95,714. The terms of the Notes are
shown above.
During the period the Company did not enter into any other material
transactions with related parties. As at the balance sheet date the amounts
due to the directors was £nil.
22. CONTROL
The Company has been notified of the following interests of 3% or more in its
issued share capital as at 31 December 2021.
Shareholder Shareholding %
Digger International Group PLTD 7,500,000 11.73%
S Gibson 3,000,000 4.69%
C A Roberts 2,300,000 3.60%
S A Marr
2,000,000 3.13%
C
Pitman
2,000,000 3.13%
M
Lampshire
2,000,000 3.13%
23. WARRANTS
As reported above, the Company issued 2,568,354 warrants on 12 April 2021. The
warrants, which expire in 36 months, are priced at 1pence each enable the
holder to to subscribe for new Ordinary shares.
The warrants which have been valued using the Black-Scholes method have not
been reflected in the Accounts as their value in the year ended 31 December
2021 is considered immaterial.
24. EVENTS AFTER THE REPORTING DATE
On 7 March 2022 the Company announced that the Final Repayment Date in respect
of the £125,714 nominal Zero Coupon Convertible Unsecured Loan Notes 2022
issued by the Company on 12 April 2021 has been extended from 31 March 2022 to
30 September 2022. All other terms of the Convertible Loan Notes remain
unchanged from the terms announced by the Company on issue.
On 12 April 2022 the Company announced that the terms of the existing
£125,714 convertible loan notes issued on 12 April 2021 and the existing
£251,000 convertible loan notes issued on 7 July 2021 have been varied such
that the final repayment date has been extended from 30 September 2022 to 30
September 2023; and the conversion provisions (at a price of 1 pence per
ordinary share into ordinary shares of 1 pence each in the Company) have been
amended so that they are now convertible into ordinary shares at any time,
with the written consent of the Company at any time prior to the 'Final
Repayment Date' and will now automatically be converted at the earlier of the
publication of a prospectus or the completion of a 'reverse takeover'
transaction and admission of the Company's share capital to trading on a
recognised stock exchange.
The Company further announce that, following the variation of the Existing
Convertible Loan Notes the aggregate £295,714 principal of Existing
Convertible Loan Notes held by Borden James, a Director of BIH (following the
transfer of £95,714 of such Convertible Loan Notes to him by Boston Merchant
(HK) Limited, a company 98.04% owned by him) have been converted
into 29,571,400 new ordinary shares of 1p each in the Company at a conversion
price of 1p per share, allotted and issued to Borden James.
On 22 April 2022 the Company announced the placing of 18,703,307 new ordinary
shares at price of 1 pence per share to raise £187,033. As part of the
Placing, Borden James, a Director of the Company, instructed the Company to
allot and issue the 29,571,400 Ordinary Shares allotted and issued to him.
These 29,571,400 shares were immediately placed in the market and
the £147,857 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 New Convertible Loan Notes will 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.
On 20 May 2022 the Company announced that shareholders had approved at a
General Meeting a resolution to effect a share capital reorganisation
(sub-dividing and converting each ordinary share of 1 pence in the capital
of the Company into one ordinary share of 0.1 pence and one deferred share
of 0.9 pence).
Status of information
In accordance with section 435 of the Companies Act 2006, the Directors advise
that the financial information set out in this announcement does not
constitute the Company's statutory financial statements for the year ended 31
December 2021, but is derived from these financial statements. The financial
statements for the year ended 31 December 2020 have been delivered to the
Registrar of Companies. The financial statements for the year ended 31
December 2021 have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union. The financial statements
for the year ended 31 December 2021 will be forwarded to the Registrar of
Companies. The Auditors have reported on the 2021 accounts. Their report was
unqualified but it did contain a reference to material uncertainty related to
going concern.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END ACSSDMFDSEESEFMRecent news on Boston International Holdings
See all newsREG - Boston International - Annual Financial Report and Suspension Update
AnnouncementREG - Boston International - Temporary Suspension
AnnouncementREG - Boston International - Appointment of New Director
AnnouncementREG - Boston International - Loan Facility Agreement
AnnouncementREG - Boston International - Holding(s) in Company
Announcement