REG - Boston International - Fundraising & Issue of New Convertible Loan Notes

Boston International HoldingsAnnouncement

22/04/2022 14:00

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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 £334,890 (before expenses) of which £187,033 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 £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 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 £295,714 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 £147,857 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 £187,033 (before expenses) for the
Company, and the receipt of the £147,857 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 /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 1 pence each

      Identification code

                                                                    ISIN: GB00BD70S874
 b)   Nature of the transaction                                    Sale of 29,571,400 shares
 c)   Price(s) and volume(s)                                        Price     No. of shares
                                                                   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 transaction                                     Outside a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 

 

29,571,400

0.5 pence

e)

Date of the transaction

22 April 2022

f)

Place of the transaction

Outside a trading venue

 

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