REG - Fragrant Prosperity - Publication of a Prospectus

Fragrant Prosperity HoldingsAnnouncement

25/06/2025 07:02

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RNS Number : 3359O  Fragrant Prosperity Holdings Ltd  25 June 2025

25 June 2025

 

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Fragrant Prosperity Holdings Limited

 

("FPP" or the "Company")

 

 

Approval and Publication of Prospectus

Fragrant Prosperity Holdings Limited ("FPP" or the "Company") is pleased to
announce that, following the announcement on the 22 May 2025 regarding the
fundraise for a gross amount of £1,000,000 (the "Fundraise"), a Prospectus
has been approved by the Financial Conduct Authority ("FCA") and has been
published by the Company today.

 

Details of the Fundraise as well as the issuance of other shares are set out
in the Prospectus, which will shortly be available on the Company's website at
https://fragrantprosperity.com (https://fragrantprosperity.com) .

 

A copy of the Prospectus will be uploaded to the National Storage Mechanism
and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Chairmans Comment:

"FPP is pleased to confirm the approval and publication of the Prospectus for
the recently announced fundraise, which, combined with the capitalisation of
certain debts, places the Company in a strong position to execute its chosen
strategy. The Company is now materially debt free apart from certain trade
creditors, removing a significant barrier that has hung over the Company. It's
a buoyant time in certain areas of the market and we are optimistic that
technology and specifically AI driven fintech will see significant
opportunities. I look forward to the next steps and updating the market in due
course"

 

Recapitalisation of the balance sheet

As previously announced on the 17(th) April 2025, the Company entered into
agreements to refinance the Convertible Loan Notes ("CLNs") held on its
balance sheet by raising a new CLN, as well as certain CLN holders
(representing 78% of the previously outstanding CLNs) waiving any accrued
interest, and the conversion of 75% of the original amount advanced into
equity following the publication of a prospectus in full and final settlement
of the CLNs. Given the approval and publication of a Prospectus, the
conversion of all the outstanding CLNs on the balance sheet has become
unconditional.

 

As part of the recapitalisation one CLN holder who did not convert into equity
has been repaid following the issuance of the new CLN as previously announced
on 17(th) April 2025, which has now also been converted into equity. Going
forward the Company has no CLNs on the balance sheet and is materially debt
free save for certain trade creditors.

 

Issue of Shares

Subject to Admission occurring on 8:00 a.m. on 30(th) June 2025, the Company
will issue 111,111,111 new Ordinary Shares in the capital of the Company
pursuant to the Fundraise (the "Placing Shares"), 48,922,099 new Ordinary
Shares pursuant to the conversion of convertible loan notes (the "CLN
Conversion Shares") and 19,848,380 new Ordinary Shares in lieu of fees owed to
certain directors in respect of outstanding liabilities (the "Director
Shares") (the Placing Shares, CLN Conversion Shares and Director Shares
together, the "New Ordinary Shares").

 

Blocklisting

The Company also announces that an application has been made to the FCA and
the London Stock Exchange for a block listing totalling 28,474,659 Ordinary
Shares to be admitted to the equity shares (shell companies) category of the
Official List and to trade on the main market of the London Stock Exchange,
which may be issued pursuant to certain warrant instruments (the "Warrant
Shares"), further details of which are set out in the Prospectus. When issued,
the new Warrant Shares will rank pari passu with the existing Shares in
issue. Admission of the Warrant Shares is expected to take place at 8:00 a.m.
on 30(th) June 2025.

 

Admission and Total Voting Rights

Following admission of the New Ordinary Shares, which is also expected to
occur at 8.00 a.m. on the 30(th) June 2025, the total number of Ordinary
Shares in the Company will be 254,533,431. Therefore, the total number of
voting rights in the Company will be 254,533,431, and this figure may be used
by shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in the Company under the FCA's Disclosure and Transparency
Rules.

 

 

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) 596/2014 which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018. Upon the publication of this announcement this
information is considered to be in the public domain.

 

- Ends -

 

 

Enquiries

 

 Fragrant Prosperity Holdings Limited  +44 (0)20 3137 1902

 Optiva Securities - Broker to FPP     +44 (0)20 3137 1903

 Vishal Balasingham

 

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