REG - Boston International - Half-year Report
10/01/2025 13:00
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RNS Number : 9474S Boston International Holdings PLC 10 January 2025
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or "the Company")
10 January 2025
UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2024
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 2024.
Further to the announcement on 2 December 2024, the Company confirms that it
has received the Subscription monies for the new ordinary shares issued to
Zarara Energy Limited.
Chairman's Statement
I have pleasure in presenting the interim results of Boston International
Holdings Plc for the six months ended 30 June 2024.
During the financial period under review, the Company reported a net loss of
£278,741, being the administrative expenses incurred. As of 30 June 2024, the
Company had cash reserves of £437. Post period end, as announced on 2
December 2024, the Company confirms that it has received the subscription
monies for the new ordinary shares issued to Zarara Energy Limited.
A review of the key events in the period is shown below.
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 the 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 3 January 2024 the Company announced that the Directors of BIH have each
individually subscribed for a total of £23,217.54 new zero coupon convertible
unsecured loan notes (the "New Loan Notes"). The New Loan Notes are repayable
on 31 March 2024, do not carry interest and are convertible into ordinary
shares at a price of 0.75p. The Directors have subscribed for the following
amounts: Christopher Pitman: £5,804.38 Martin Lampshire: £5,804.38 Richard
Hartheimer: £5,804.39 William Borden James: £5,804.39. The subscription by
Directors for the New Loan Notes is a material related party transaction for
the purposes of DTR 7.3.8R. On 30 September 2024 the Final Repayment date for
the Notes was extended to 31 December 2025.
On 24 May 2024 the Company announced the termination of the potential
acquisition of Hyperion Resources Limited. The shares in the Company remained
suspended.
On 18 July 2024 the Company announced that it has signed a non-binding letter
of intent with Linkvalue Investment Limited ("LVIL"), a privately owned
company incorporated in the British Virgin Islands, for the subscription by
LVIL (or its nominee) for such number of new ordinary shares in the Company as
would represent a 51% of the Company's enlarged and fully diluted share
capital of the Company for an aggregate of £306,000 in cash, payable on
completion of the subscription. LVIL is under the same family ownership as
Al-Braik Investments LLC, a diversified holding company based in the United
Arab Emirates and specialising in real estate, oil & gas, hospitality,
franchising, investment, construction and construction support services. The
subscription, if completed, would result in the Company's existing
shareholders having a minority shareholding in the Company. LVIL did not own
any existing ordinary shares or other securities in the Company. LVIL (or its
nominee) would appoint two nominee Directors to the board of directors of the
Company (the "Board") on completion of the Subscription and two of the
existing Directors would resign from the Board (without payment of any
compensation). Pursuant to the LOI, LVIL has paid a cash deposit of £65,000
to the Company, to be used by the Company to pay certain agreed creditors and
professional fees. If the approval of shareholders of the Company and other
regulatory approvals required to complete the Subscription are not received
and a substantively similar transaction is not entered into and completed
between the parties, the deposit was to be converted into such number of new
ordinary shares in the Company as would represent 10.833% of the Company's
enlarged and fully diluted share capital.
On 2 October 2024 the Company announced that the Final Repayment Date of all
outstanding convertible loan notes issued by the Company had been extended
(with the consent of the holders in all cases) to 31 December 2025 and some
minor changes to such convertible loan notes have been made to reflect the new
UK Listing Rules and the new FCA Listing categories. The extension of the
Final Repayment Date of the outstanding £147,857 nominal zero coupon
convertible unsecured loan notes (No. 3) which are held by Borden James (an
existing Director of BIH) and of the outstanding £23,217.64 nominal zero
coupon convertible unsecured loan notes (No. 4) which are held by the four
Directors of the Company, constituted 'material related party transactions'
for the purposes of DTR 7.3.8R.
On 29 October 2024 the Company announced that Zarara Energy Ltd ("ZEL") had
entered into a Subscription agreement with the Company (pursuant to the letter
of intent dated 30 June 2024 which was countersigned by the Company on 11 July
2024) to subscribe for 222,407,081 new ordinary shares in the Company for
£306,000 in cash, payable of completion of such subscription (the
"Subscription"). On completion of the Subscription, which was subject to
certain approvals, ZEL would hold 60% of the enlarged share capital of the
Company and 51% of the enlarged fully diluted share capital of the Company. As
part of the terms of the Subscription the Takeover Panel had agreed to the
waiver of the obligation of ZEL to make a general offer for the Company under
Rule 9 of the City Code on Takeovers and Mergers which would otherwise arise
as a consequence of the allotment and issue of the new 222,407,081 new
ordinary shares in the Company to ZEL (a "Rule 9 Waiver"), subject to the
approval of independent shareholders of the Company taken on a poll at a
General Meeting of the Company which was convened on 14 November 2024.
Additionally, the Company announced that the outstanding fees and expenses due
to the Directors amounting to £246,982.20 would be converted to new
convertible loan notes, the terms of which are set out in the Circular dated
29 October 2024 in relation to the Subscription (the "Circular") which was
sent to the shareholders of the Company and is available on the Company's
website - www.bihplc.com (http://www.bihplc.com) .
On 14 November 2024 the Company announced that at the General Meeting all four
Resolutions put to shareholders in connection with the subscription by Zarara
Energy Ltd for 222,407,081 new ordinary shares of 0.1 pence each in the
Company were duly passed unanimously.
On 2 December 2024 the Company announced that completion of the subscription
by Zarara Energy Ltd for 222,407,081 new ordinary shares of 0.1 pence each in
the Company for £306,000 in cash which took place on 29 November 2024. The
Subscription Shares were allotted and issued by the Company credited as fully
paid up and ranking pari passu, and as one class with, the existing ordinary
shares in the Company. No application has been made for the Subscription
Shares to be admitted to listing on the FCA's Official List or to trading on
the London Stock Exchange's main market for listed securities. The listing and
trading in the Company's existing issued ordinary shares remained suspended.
On completion, Said Mbarak Salim Al Digeil and William ('Brock') Henry Tuppeny
III (nominee Directors of Zarara Energy Ltd) were appointed to the Board and
Martin Lampshire and Richard Hartheimer resigned. Also, the conversion of
outstanding Directors' fees and expenses due from the Company to them and
their consultancy companies into an aggregate principal amount of £246,982.20
New Convertible Loan Notes (as announced by the Company on 29 October 2024)
became effective.
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. Following the announcement by the Company on 24 May 2024 of
the termination of its discussions regarding the potential acquisition of
Hyperion Resources Limited, the Company is no longer able to take advantage of
transitional provisions under the FCA's Listing Rules in relation to the
minimum market capitalisation threshold which would have allowed it to rely on
the minimum £700,000 market capitalisation threshold. The Company will now
need to meet the minimum £30 million market capitalisation threshold on
completion of an acquisition in order for the Company's shares to be
re-admitted to Listing on the FCA's Official List. On 29 July 2024, new UK
Listing Rules came into effect, including new categories for listing.
Following the abolition of the 'standard' listing segment, the Company's
shares are now listed in the 'Equity shares (shell companies)' segment of the
FCA's Official List.
· 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, W Borden James,
Said Mbarak Salim Al Digeil and William ('Brock') Henry Tuppeny III 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 2024; 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
10 January 2025
Boston International Holdings plc
Condensed Statement of Comprehensive Income
Six months Six months 12 months
30 June 30 June 31 December
2024 2023 2023
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue - - -
Administrative expenses (279) (196) (421)
Operating loss (279) (196) (421)
Finance income/(expense) - - -
Loss on ordinary activities before taxation (279) (196) (421)
Income tax expense - - -
Loss after taxation (279) (196) (421)
Other comprehensive income - - -
Total comprehensive income attributable to (279) (196) (421)
owners of the parent
Earnings per share (EPS):
Basic and diluted(pence) 3 (0.19) (0.15) (0.31)
Boston International Holdings plc
Condensed Statement of Financial Position as at 30 June 2024
6 months 6 months 12 months
30 June 30 June 31 December
2024 2023 2023
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Current assets
Other receivables and prepayments 14 15 10
Cash and bank balances 1 46 1
Total Assets 15 61 78
Current Liabilities
Convertible Loan Notes (237) (214) (214)
Other payables and accruals (600) (165) (340)
Total current liabilities (837) (379) (554)
Liabilities due in more than 12 months
Convertible Loan Notes - - -
Total liabilities due in more than 12 months - - -
Total Liabilities (837) (379) (554)
Net Liabilities (822) (318) (543)
Equity
Share capital 4 148 148 148
Share premium 1,462 1,462 1,462
Other reserves 34 34 34
Reserves (2,466) (1,962) (2,187)
Total Equity (822) (318) (543)
Boston International Holdings plc
Condensed Statement of Changes in Equity
For the six month period ended 30 June 2024 (Unaudited)
Share Share Other Retained Total
capital premium reserves profits equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 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)
Loss for the period - - - (225) (225)
Balance at 31 December 2023 148 1,462 34 (2,187) (543)
Loss for the period - - - (279) (279)
Balance at 30 June 2024 148 1,462 34 (2,466) (2,466)
Boston International Holdings plc
Condensed Statements of Cash Flows
For the six-month period ended 30 June 2024
6 months 6 months 12 months
30 June 30 June 31 December
2024 2023 2023
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Cash flow from operating activities
Loss before taxation (279) (196) (421)
Adjustment for:
Interest income/(expense) - - -
Operating cash flows before movements in working capital (279) (196) (421)
Decease/(increase) in trade and other receivables 13 18
(4)
Decrease/(increase) in trade and other payables 260 (1) 174
Cash generated from operations 256 12 192
Cash flows from operating activities (23) (184) (229)
Proceeds from share issue - 180 180
Convertible Loan Notes 23 - -
Net cash generated from financing activities 23 180 180
Cash flows from investing activities
Interest received/(expenses) - - -
Net cash generated from investing activities - - -
Net Increase/(decrease) in cash & cash equivalents - (4) (49)
Cash and equivalent at beginning of the period 1 50 50
Cash and equivalent at end of the period 1 46 1
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 2024 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 2023.
A copy of the audited financial statements for the period ended 31 December
2023, which was prepared under IFRS, is available on the Company's website.
The interim report for the six months ended 30 June 2024 was approved by the
Directors on 6 November 2024
3. EARNINGS PER SHARE
The earnings per share information is as follows:
Six months Six months 12 months
30 June 30 June 31 December
2024 2023 2023
Unaudited Unaudited Audited
(Loss) after taxation (Pound £) (278,741) (195,940) (421,404)
Weighted average number of ordinary shares 148,219,943 126,805,579 137,436,481
Basic earnings per share (pence) (0.19) (0.15) (0.31)
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 2024 148,219,943 148
As at 30 June 2024 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.
6. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially
affect the operations of the company.
7. EVENTS AFTER THE REPORTING DATE
On 18 July 2024 the Company announced that it has signed a non-binding letter
of intent with Linkvalue Investment Limited ("LVIL"), a privately owned
company incorporated in the British Virgin Islands, for the subscription by
LVIL (or its nominee) for such number of new ordinary shares in the Company as
would represent a 51% of the Company's enlarged and fully diluted share
capital of the Company for an aggregate of £306,000 in cash, payable on
completion of the subscription. LVIL is under the same family ownership as
Al-Braik Investments LLC, a diversified holding company based in the United
Arab Emirates and specialising in real estate, oil & gas, hospitality,
franchising, investment, construction and construction support services. The
subscription, if completed, would result in the Company's existing
shareholders having a minority shareholding in the Company. LVIL did not own
any existing ordinary shares or other securities in the Company. LVIL (or its
nominee) would appoint two nominee Directors to the board of directors of the
Company (the "Board") on completion of the Subscription and two of the
existing Directors would resign from the Board (without payment of any
compensation). Pursuant to the LOI, LVIL has paid a cash deposit of £65,000
to the Company, to be used by the Company to pay certain agreed creditors and
professional fees. If the approval of shareholders of the Company and other
regulatory approvals required to complete the Subscription are not received
and a substantively similar transaction is not entered into and completed
between the parties, the deposit was to be converted into such number of new
ordinary shares in the Company as would represent 10.833% of the Company's
enlarged and fully diluted share capital.
On 2 October 2024 the Company announced that the Final Repayment Date of all
outstanding convertible loan notes issued by the Company has been extended
(with the consent of the holders in all cases) to 31 December 2025 and some
minor changes to such convertible loan notes have been made to reflect the new
UK Listing Rules and the new FCA Listing categories. The extension of the
Final Repayment Date of the outstanding £147,857 nominal zero coupon
convertible unsecured loan notes (No. 3) which are held by Borden James (an
existing Director of BIH) and of the outstanding £23,217.64 nominal zero
coupon convertible unsecured loan notes (No. 4) which are held by the four
Directors of the Company, constitute 'material related party transactions' for
the purposes of DTR 7.3.8R.
On 29 October 2024 the Company announced that Zarara Energy Ltd ("ZEL") had
entered into a Subscription agreement with the Company (pursuant to the letter
of intent dated 30 June 2024 which was countersigned by the Company on 11 July
2024) to subscribe for 222,407,081 new ordinary shares in the Company for
£306,000 in cash, payable of completion of such subscription (the
"SUBSCRIPTION"). On completion of the Subscription, which is subject to
certain approvals, ZEL would hold 60% of the enlarged share capital of the
Company and 51% of the enlarged fully diluted share capital of the Company. As
part of the terms of the Subscription the Takeover Panel has agreed to the
waiver of the obligation of ZEL to make a general offer for the Company under
Rule 9 of the City Code on Takeovers and Mergers which would otherwise arise
as a consequence of the allotment and issue of the new 222,407,081 new
ordinary shares in the Company to ZEL (a "RULE 9 WAIVER"), subject to the
approval of independent shareholders of the Company taken on a poll at a
General Meeting of the Company which has been convened on 14 November 2024.
Additionally, the Company announced that the outstanding fees and expenses due
to the Directors amounting to £246,982.20 would be converted to new
convertible loan notes, the terms of which are set out in the Circular dated
29 October 2024 in relation to the Subscription (the "CIRCULAR") which was
sent to the shareholders of the Company and is available on the Company's
website - www.bihplc.com (http://www.bihplc.com) .
On 14 November 2024 the Company announced that at the General Meeting all four
Resolutions put to shareholders in connection with the subscription by Zarara
Energy Ltd for 222,407,081 new ordinary shares of 0.1 pence each in the
Company were duly passed unanimously
On 2 December 2024 the Company announced that completion of the subscription
by Zarara Energy Ltd for 222,407,081 new ordinary shares of 0.1 pence each in
the Company for £306,000 in cash took place on 29 November 2024. The
Subscription Shares were allotted and issued by the Company credited as fully
paid up and ranking pari passu, and as one class with, the existing ordinary
shares in the Company. No application has been made for the Subscription
Shares to be admitted to listing on the FCA's Official List or to trading on
the London Stock Exchange's main market for listed securities. The listing and
trading in the Company's existing issued ordinary shares remained suspended.
On completion, Said Mbarak Salim Al Digeil and William ('Brock') Henry Tuppeny
III (nominee Directors of Zarara Energy Ltd) were appointed to the Board and
Martin Lampshire and Richard Hartheimer resigned. Also, the conversion of
outstanding Directors' fees and expenses due from the Company to them and
their consultancy companies into an aggregate principal amount of £246,982.20
New Convertible Loan Notes (as announced by the Company on 29 October 2024)
became effective.
- 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
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