REG - Boston International - Variation and Partial Conversion of Existing CLN

Boston International HoldingsAnnouncement

12/04/2022 12:30

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RNS Number : 1440I  Boston International Holdings PLC  12 April 2022

12 April 2022

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Variation and Partial Conversion of Existing Convertible Loan Notes 2022 (now
2023)

The board of directors of BIH (the "BIH Board") announces that the terms of
the existing £125,714 principal of convertible loan notes created and issued
by the Company on 12 April 2021 and all the existing £251,000 principal of
convertible loan notes created and issued by the Company on 7 July 2021 (all
together, the "Existing Convertible Loan Notes") have been varied and that an
aggregate £295,714 principal of Existing Convertible Loan Notes have been
converted into 29,571,400 new ordinary shares of 1p each in the Company at a
conversion price of 1p per share.

Variation of Existing Convertible Loan Notes

The Existing Convertible Loan Notes have been varied, with the consent of the
holders of all the Existing Convertible Loan Notes, as follows:-

1.       the final repayment date of the Existing Convertible Loan Notes
has been extended from 30 September 2022 to 30 September 2023; and

2.       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 the Existing Convertible Loan Notes:-

(a)      are now convertible into ordinary shares in the Company at any
time by the Noteholders, with the written consent of the Company (such consent
to be given or withheld by the Company in its absolute discretion), by a
Noteholder at any time prior to the 'Final Repayment Date' (provided that the
Company shall not give consent to any such conversion if the obligation on the
Company to submit an application for the ordinary shares in the Company
resulting from such conversion to be admitted to listing on the Official List
(standard listing segment) (the "Official List (Standard)") and to trading on
the London Stock Exchange's main market for listed securities (the "LSE's Main
Market")) or to trading on a recognised stock exchange in accordance with the
Instruments creating the Existing Convertible Loan Notes (the "Existing
Convertible Loan Notes Instruments") would of itself, require the Company to
prepare and publish a Prospectus in connection with the applications to admit
the ordinary shares in the Company resulting from such conversion); and

(b)      will now automatically be converted at the earlier of:-

(i)         the publication by the Company of a prospectus which
covers the admission of the ordinary shares in the Company arising on
conversion of the Existing Convertible Loan Notes to listing on the Official
List (Standard) and to trading on the LSE's Main Market); or

(ii)         completion by the Company of a 'reverse takeover'
transaction and admission of the whole of the issued and to be issued share
capital of the Company either to listing on the Official List (Standard) and
to trading on the LSE's Main Market or to trading on a recognised stock
exchange.

Partial Conversion of Existing Convertible Loan Notes

The BIH Board further announces that, following the variation of the Existing
Convertible Loan Notes and with the consent of the Company, 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 (the "Conversion Shares") at a conversion price of 1p per share,
allotted and issued to Borden James.

Applications for Admission of the Conversion Shares

Applications have been made to the Financial Conduct Authority ("FCA") and the
London Stock Exchange for the 29,571,400 Conversion 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 Conversion
Shares will commence at 8.00 a.m. on 14 April 2022.

Total Voting Rights

Following the issue of the 29,571,400 Conversion Shares, which on Admission
will rank pari passu with the existing issued ordinary shares of 1p each in
the Company ("Ordinary Shares"), the total number of Ordinary Shares in issue
with voting rights in the Company will be 93,516,537. There are no Ordinary
Shares held in treasury by the Company.

The above figure of 93,516,537 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.

Related party transactions

The variations of the Existing Convertible Loan Notes, which are held by
Borden James, an existing Director of BIH, constitute 'related party
transactions' 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 transactions' are fair and
reasonable insofar as the shareholders of BIH are concerned and accordingly
have approved them. Borden James did not participate in the approval of, or
vote on, such transactions.

For more information, please contact:-

 Boston International Holdings Plc
 Christopher Pitman, Chairman                +44 (0) 7891 104329
 Peterhouse Capital Limited (Broker)
 Lucy Williams / Duncan Vasey / Eran Zucker  +44 (0) 20 7469 0930

 

The following information relating to the issue of the Conversion Shares to
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                                    Issue of 29,571,400 shares on conversion of aggregate £295,714 Convertible
                                                                   Loan Notes.
 c)   Price(s) and volume(s)                                        Price   No. of shares
                                                                   1pence  29,571,400

 
 d)   Aggregated information

      - Aggregated volume

      - Price                                                      29,571,400

                                                                   1 pence
 e)   Date of the transaction                                      11 April 2022
 f)   Place of the transaction                                     Outside a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 

 

29,571,400

1 pence

e)

Date of the transaction

11 April 2022

f)

Place of the transaction

Outside a trading venue

 

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