REG - Boston International - Half-year Report
27/09/2023 07:00
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RNS Number : 7518N Boston International Holdings PLC 27 September 2023
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or "the Company")
27 September 2023
UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2023
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 2023.
Chairman's Statement
I have pleasure in presenting the interim results of Boston International
Holdings Plc for the six months ended 30 June 2023.
During the financial period under review, the Company reported a net loss of
£195,940, being the administrative expenses incurred. As at 30 June 2023 the
Company had cash reserves £45,725.
During the period under review the Directors have continued to actively review
potential acquisition opportunities for the Company and on 27 April 2023
announced that the Company is in preliminary discussions with the shareholders
of Topic S.A. ("Topic") for the acquisition of all (or, at least, not less
than a majority) of the issued share capital of Topic in exchange for the
issue of new ordinary shares in the Company (the "Potential Acquisition").
The evaluation and due diligence on the Potential Acquisition is ongoing and
the Company will update the Shareholders further in due course.
It should be noted though that following the changes to the Financial Conduct
Authority's (the "FCA") Listing Rules announced on 2 December 2021, which
confirmed an increase to the minimum market capitalisation threshold for both
the premium and standard listing segments for shares in ordinary commercial
companies from £700,000 to £30 million, the Company, as a standard listed
SPAC that listed before 3 December 2021, is subject to transitional provisions
in relation to market capitalisation which allows it to rely on the £700,000
market capitalisation. This transitional provision comes to an end later this
year and therefore to be able to utilise it, the Company will need to make a
complete submission to the FCA in relation to a reverse takeover transaction
by 4.00pm on 1 December 2023. Should the Company not be able to make a
complete submission within this period, it will no longer be able to rely on
the transitional provision and will need comply with £30 million market
capitalisation requirement.
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.
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 27 January 2023, the Company announced that the Directors have subscribed
for an aggregate of 16,000,000 new ordinary shares of 0.1 pence each at a
subscription price of 0.5 pence per share in cash, raising £80,000 for the
Company.
On 27 April 2023, the Company announced that it is in preliminary discussions
with the shareholders of Topic for the acquisition of all (or, at least, not
less than a majority) of the issued share capital of Topic in exchange for the
issue of new ordinary shares in the Company. Topic is a privately-owned, oil
and gas exploration and production company, incorporated in Tunisia, with
interests in three oil and gas blocks in offshore and onshore Tunisia. If
completed it would result in the Company's existing shareholders having a
minority interest in the enlarged group and would constitute a reverse
takeover under the FCA's Listing Rules. The Company's issued ordinary shares
have therefore been suspended from the FCA's Official List (standard segment).
The Potential Acquisition remains subject to satisfactory completion of
customary due diligence, regulatory and shareholder approvals.
On 26 June 2023, the Company announced that Boston Merchant (HK) Limited, a
company controlled by Mr. James, a Director of the Company, had subscribed for
20,000,000 new ordinary shares of 0.1 pence at a subscription price of 0.5
pence per share in cash. The funds, amounting to £100,000, will be used for
on-going working capital purposes.
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.
· The Company is a standard listed SPAC that listed before 3
December 2021. As such, following the changes to the Listing Rules announced
on 2 December 2021 which confirmed an increase to the minimum market
capitalisation threshold for both the premium and standard listing segments
for shares in ordinary commercial companies from £700,000 to £30 million,
the Company is subject to transitional provisions in relation to market
capitalisation which allows it to rely on the £700,000 market capitalisation.
This transitional provision comes to an end later this year and therefore to
be able to utilise it, the Company will need to make a complete submission to
the FCA in relation to a reverse takeover transaction by 4.00pm on 1 December
2023. Should the Company not be able to make the submission within this
period, it will no longer be able to rely on the transitional provision and
will need to comply with £30 million market capitalisation requirement.
· The Company is a SPAC whose main aim is to acquire an operating
business. There is an inherent risk in evaluation of any potential acquisition
target and although the Company and the Directors will evaluate risks
pertaining to a particular target, there can be no certainty that all of the
significant risks can be identified or properly assessed.
The Company intends to finance any acquisition through the issue of Ordinary
Shares however it may be the case that any such acquisition may be only
partially funded by equity and the Company may need to raise substantial
additional capital to fund any acquisition. Whilst the Company continues its
assessment of the Potential Acquisition it remains open to other potential
acquisition opportunities and 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.
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance
with the Disclosure Guidance 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 2023; 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
26 September 2023
Boston International Holdings plc
Condensed Statement of Comprehensive Income
Six months Six months 12 months
30 June 30 June 31 December
2023 2022 2022
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue - - -
Administrative expenses (196) (279) (418)
Operating loss (196) (279) (418)
Finance income/(expense) - 10 (16)
Loss on ordinary activities before taxation (196) (269) (434)
Income tax expense - - -
Loss after taxation (196) (269) (434)
Other comprehensive income - - -
Total comprehensive income attributable to (196) (269) (434)
owners of the parent
Earnings per share (EPS):
Basic and diluted(pence) 3 (0.15) (0.32) (0.84)
Boston International Holdings plc
Condensed Statement of Financial Position as at 30 June 2023
6 months 6 months 12 months
30 June 30 June 31 December
2023 2022 2022
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Current assets
Other receivables and prepayments 15 19 28
Cash and bank balances 46 182 50
Total Assets 61 201 78
Current Liabilities
Convertible Loan Notes (214) - (214)
Other payables and accruals (165) (83) (166)
Total current liabilities (379) (83) (380)
Liabilities due in more than 12 months
Convertible Loan Notes - (203) -
Total liabilities due in more than 12 months - (203) -
Total Liabilities (379) (286) (380)
Net Liabilities (318) (85) (302)
Equity
Share capital 4 148 1,122 112
Share premium 1,462 1,318 1,318
Other reserves 34 35 34
Reserves (1,962) (2,560) (1,766)
Total Equity (318) (85) (302)
Boston International Holdings plc
Condensed Statement of Changes in Equity
For the six month period ended 30 June 2023 (Unaudited)
Share Share Other Retained Total
capital premium reserves profits equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2022 639 1,318 40 (2,291) (294)
Issue of shares 483 - - - 483
Loss for the period - - - (269) (269)
Convertible Loan Notes- - - (5) - (5)
equity element
Balance at 30 June 2022 1,122 1,318 35 (2,560) (85)
Loss for the period - - - (216) (216)
Convertible Loan Notes-
equity element - - (1) - (1)
Cancellation of deferred shares (1,010) - - 1,010 -
Balance at 31 December 2022 112 1,318 34 (1,766) (302)
Issue of shares 36 144 - - 180
Loss for the period - - - (196) (196)
Balance at 30 June 2023 148 1,462 34 (1,962) (318)
Boston International Holdings plc
Condensed Statements of Cash Flows
For the six-month period ended 30 June 2023
6 months 6 months 12 months
30 June 30 June 31 December
2023 2022 2022
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Cash flow from operating activities
Loss before taxation (196) (269) (484)
Adjustment for:
Interest income/(expense) - (10) -
Operating cash flows before movements in working capital (196) (279) (484)
Decease/(increase) in trade and other receivables 12 3
13
Decrease/(increase) in trade and other payables (1) 49 131
Cash generated from operations 12 61 134
Cash flows from operating activities (184) (218) (350)
Proceeds from share issue 180 483 187
Convertible Loan Notes - (158) 148
Net cash generated from financing activities 180 325 335
Cash flows from investing activities
Interest received/(expenses) - 10 -
Net cash generated from investing activities - - -
Net Increase/(decrease) in cash & cash equivalents (4) 117 (15)
Cash and equivalent at beginning of the period 50 65 65
Cash and equivalent at end of the period 46 182 50
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 Holborn
Gate, 330 High Holborn, London WC1V 7QT.
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
Pounds 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 2023 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 2022.
A copy of the audited financial statements for the period ended 31 December
2022, which was prepared under IFRS, is available on the Company's website.
The interim report for the six months ended 30 June 2023 was approved by the
Directors on 26 September 2023.
3. EARNINGS PER SHARE
The earnings per share information is as follows:
Six months Six months 12 months
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
(Loss) after taxation (Pound £) (195,940) (268,877) (484, 944)
Weighted average number of ordinary shares 126,805,579 82, 614,914 97,539,045
Basic earnings per share (pence) (0.15) (0.32) (0.50)
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
Issued, called up and fully paid Ordinary
shares of £0.001 each.
Number
of shares £'000
As at 1 January 2023 112,219,943 112
Issue of shares 36,000,000 36
As at 30 June 2023 148,219,943 148
5. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management
received no compensation in the period.
On 27 January 2023, the Company announced that the Directors have subscribed
for an aggregate of 16,000,000 new ordinary shares of 0.1 pence each in the
Company at a subscription price of 0.5 pence per share in cash, raising
£80,000 for the Company.
On 23 June 2023, Boston Merchant (HK) Limited, which is a company controlled
by Mr James, a Director of the Company, subscribed for 20, 000,000 new
ordinary shares of 0.1 pence each in the Company, at a subscription price of
0.5 pence per share in cash.
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
+44 (0) 20 7469 0930
Beaumont Cornish Limited (Financial Adviser)
Roland Cornish/Asia
Szusciak
+44 (0) 20 7628 3396
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