REG - Boston International - Potential RTO of Topic S.A & Suspension of Listing

Boston International HoldingsAnnouncement

27/04/2023 17:30

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RNS Number : 7705X  Boston International Holdings PLC  27 April 2023

The information contained within this announcement is deemed by the Company to
constitute 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"). Upon the publication of this announcement
via a Regulatory Information Service, this information is considered to be in
the public domain.

For immediate release

27 April 2023

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Potential Reverse Takeover of Topic S.A.

Suspension of Listing

The Company is pleased to announce that it is in preliminary discussions with
the shareholders of Topic S.A. ("Topic") for the acquisition by the Company 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").

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:-

-     a 100% operated working interest in the offshore Halk el Menzel concession block which includes the producing Halk el Menzel oil field and which covers an offshore area of 570 km(2) in the Gulf of Hammamet in northern Tunisia. The national oil company, Entreprise Tunisienne d'Activites Petroliere (ETAP), retains an option to acquire 50% of the concession in case of any new discovery within the concession area;

-     a 15% interest (30% working interest) in the onshore Jelma
exploration block, covering an area of 7,216 km(2) located in central west
Tunisia - with the block currently operated by Enterprise Tunisienne
d'Activites Petroliere (ETAP) holding an 85% interest; and

-     a 43.75% interest in the offshore Zelfa concession block, covering
an area of 100 km(2) and also located in in the Gulf of Hammamet in northern
Tunisia, with Topic being the operator.

Potential Acquisition/RTO

The Potential Acquisition, if completed would result in the Company's existing
shareholders having a minority interest in the enlarged group (the "Enlarged
Group") and would constitute a reverse takeover ("RTO") under the FCA's
Listing Rules. The Company has therefore requested an immediate suspension of
the listing of its existing issued ordinary shares on the FCA's Official List
(standard segment).

The Potential Acquisition remains subject, inter alia, to completion of
customary due diligence and regulatory approvals and there is therefore no
certainty that the Potential Acquisition will proceed.

In addition, the Potential Acquisition would be conditional on:-

-      approval by shareholders of the Company at a general meeting
(including approval of a Rule 9 waiver resolution in relation to the resultant
shareholders position) at a general meeting by the shareholders of the
Company, notice of which would be sent to shareholders in due course;

-      completion of an equity fundraising in order to provide additional
capital for the Enlarged Group for the financing of its exploration projects
and to improve of its debt ratio; and

-      publication of a prospectus in respect of the Enlarged Group
(following its approval by the FCA) and admission of the enlarged issued share
capital of the Company to listing of the FCA's Official List (standard
segment) and to trading on the London Stock Exchange's main market for listed
securities.

BIH Chairman, Christopher Pitman, commented:-

"This potential transaction offers shareholders an exciting opportunity to
participate in the ongoing exploration, appraisal and development of oil
reserves both offshore and onshore Tunisia as well as in the greater North
African region."

For more information, please contact:-

 Boston International Holdings Plc
 Christopher Pitman, Chairman         +44 (0) 7768 104329
 Peterhouse Capital Limited (Broker)
 Lucy Williams / Duncan Vasey         +44 (0) 20 7469 0930

 

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