REG - Boston International - Half-year Report
26/09/2022 07:01
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RNS Number : 5103A Boston International Holdings PLC 26 September 2022
Boston International Holdings plc
("BIH" or "the Company")
26 September 2022
UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2022
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 2022.
Chairman's Statement
I have pleasure in presenting the interim results of Boston International
Holdings Plc for the six months ended 30 June 2022.
During the financial period under review, the Company reported a net loss of
£268,877, being the administrative expenses incurred. As at 30 June 2022 the
Company had cash in bank balance of £182,000.
During the period under review the Directors have continued to actively review
potential acquisition opportunities for the Company expanding its search for
an appropriate acquisition target
A further announcement will be made at such time as the Company is able to
provide further details on any proposed transaction.
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.
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.
Key Events
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).
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.
Whilst it continues its assessment of potential acquisition opportunities, 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.
Related Parties Transactions
On 22 April 2022 as part of the financial arrangements set out above, Mr
James, a Director of the Company, invested £147,857 into New Convertible Loan
Notes. Mr James holds no Ordinary Shares in the Company.
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance
with the Disclosure 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 2021; 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
23 September 2022
Boston International Holdings plc
Condensed Statement of Comprehensive Income
Six months Six months 12 months
30 June 30 June 31 December
2022 2021 2021
Note Unaudited Unaudited Audited
£000 £000 £000
Revenue - - -
Administrative expenses (279) (187) (418)
Operating loss (279) (187) (418)
Finance income/(expense) 10 - (16)
Loss on ordinary activities before taxation (269) (187) (434)
Income tax expense - - -
Loss after taxation (269) (187) (434)
Other comprehensive income - - -
Total comprehensive income attributable to (269) (187) (434)
owners of the parent
Earnings per share (EPS):
Basic and diluted(pence) 3 (0.32) (0.46) (0.84)
Boston International Holdings plc
Condensed Statement of Financial Position as at 30 June 2022
6 months 6 months 12 months
30 June 30 June 31 December
2022 2021 2021
Note Unaudited Unaudited Audited
£000 £000 £000
Current assets
Other receivables and prepayments 19 17 32
Cash and bank balances 182 100 65
Total Assets 201 117 97
Current Liabilities
Unsecured Loan - (200) -
Convertible Loan Notes - (126) (356)
Other payables and accruals (83) (78) (35)
Total current liabilities (83) (404) (391)
Liabilities due in more than 12 months
Convertible Loan Notes (203) - -
Total liabilities due in more than 12 months (203) - -
Total Liabilities (286) (404) (391)
Net Assets/(Liabilities) (85) (287) (294)
Equity
Share capital 4 1,122 439 639
Share premium 1,318 1,318 1,318
Other reserves 35 - 40
Reserves (2,560) (2,044) (2,291)
(287) (287) 173
Total Equity and Liabilities (85) (287) (294)
Boston International Holdings plc
Condensed Statement of Changes in Equity
For the six month period ended 30 June 2022 (Unaudited)
Share Share Other Retained Total
capital premium reserves profits equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2021 366 1,318 - (1,857) (173)
Issue of shares 73 - - - 73
Loss for the period - - - (187) (187)
Balance at 30 June 2021 439 1,318 0 (2,044) (287)
Issue of shares 200 - - - 200
Loss for the period - - - (247) (247)
Convertible Loan Notes-
equity element - - 40 - 40
Balance at 31 December 2021 639 1,318 40 (2,291) (294)
Issue of shares 483 483
Loss for the period (269) (269)
Convertible Loan Notes-
equity element (5) (5)
Balance at 30 June 2022 1,122 1,318 35 (2,560) (85)
-
-
Boston International Holdings plc
Condensed Statements of Cash Flows
For the six-month period ended 30 June 2022
6 months 6 months 12 months
30 June 30 June 31 December
2022 2021 2021
Note Unaudited Unaudited Audited
£000 £000 £000
Cash flow from operating activities
Loss before taxation (269) (187) (434)
Adjustment for:
Interest income/(expense) (10) - 16
Operating cash flows before movements in working capital (279) (187) (418)
Decease/(increase) in trade and other receivables (7) (21)
12
Decrease/(increase) in trade and other payables 49 22 (22)
Cash generated from operations 61 15 (43)
Cash flows from operating activities (218) (172) (461)
Proceeds from share issue 483 73 273
Convertible Loan Notes (158) 126 396
Unsecured loan - - (200)
Net cash generated from financing activities 325 199 469
Cash flows from investing activities
Interest received/(expenses) 10 - (16)
Net cash generated from investing activities 10 - (16)
Net Increase/(decrease) in cash & cash equivalents 117 27 (8)
Cash and equivalent at beginning of the period 65 73 73
Cash and equivalent at end of the period 182 100 65
Boston International Holdings plc
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION AND PRINCIPAL ACTIVITIES
The Company is incorporated in England and Wales as a public limited company
with company number 09876705. The registered office of the Company is 5
Chancery Lane, London WC2A 1LG.
This financial information is for the Company only as there are no subsidiary
undertakings.
The principal place of business of the Company is in the United Kingdom.
The interim financial statements are presented in the nearest thousands of
Pound Sterling (£'000), which is the presentation currency of the company.
2. BASIS OF PREPARATION
The interim financial statements for the six months ended 30 June 2022 have
been prepared in accordance with IAS 34, Interim Financial Reporting.
The principal accounting policies used in preparing the interim results are
the same as those applied in the Company's Financial Statements as at and for
the period ended 31 December 2021.
A copy of the audited financial statements for the period ended 31 December
2021, which was prepared under IFRS, is available on the Company's website.
The interim report for the six months ended 30 June 2022 was approved by the
Directors on xx September 2022.
3. EARNINGS PER SHARE
The earnings per share information is as follows:
Six months Six months 12 months
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
(Loss) after taxation (Pound £) (268,877) (187,159) (434,323)
Weighted average number of ordinary shares 82,614,914 40,343,740 51,857,869
Basic earnings per share (pence) (0.32) (0.46) (0.84)
The diluted earnings per share was not applicable as there were no dilutive
potential ordinary shares outstanding at the end of the reporting period.
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
4. Share Capital
Number
of shares £'000
Issued:
As at 1 January 2022 63,945,137 639
Issue of shares 48,274,707 483
As at 30 June 2022 112,219,844 1,122
5. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management
received no compensation in the period.
On 22 April 2022 as part of the financial arrangements set out above, Mr
James, a Director of the Company, invested £147.857 into New Convertible Loan
Notes. Mr James holds no Ordinary Shares in the Company.
6. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially
affect the operations of the company.
7. EVENTS AFTER THE REPORTING DATE
There are no reportable events.
- ENDS -
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").
For further information, please contact:
Boston International Holdings Plc
Christopher Pitman,
Chairman
+44 (0) 20 3735 8825
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey / Eran
Zucker
+44 (0) 20 7469 0930
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