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Pin to quick picksBoston Int Regulatory News (BIH)

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CLNs - extention and variation

25 Mar 2026 14:31

RNS Number : 1328Y
Boston International Holdings PLC
25 March 2026
 

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 (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018), as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

25 March 2026

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Extension of Final Repayment Date, Amendment of Conversion Price

and Other Amendments in respect of Convertible Loan Notes

Further to the Company's announcement on 6 March 2026, the board of directors of BIH (the "BIH Board") announces that the 'Final Repayment Date' of all the CLNs referred to in that announcement (with the exception of £33,815.86 principal of such convertible loan notes held by 05 Management Limited) has been extended (with the consent of the holders in all cases) to 31 December 2027, the conversion price of all such Convertible Loan Notes has been amended to 0.428 pence per share, being the average BIH share price over the 30 days prior to 4 March 2026, and some amendments to such convertible loan notes have also been made to reflect, inter alia, the provisions of the UK Listing Rules and of the new 'Prospectus Rules: Admission to Trading on a Regulated Market' sourcebook published by the Financial Conduct Authority (the "CLNs Extension & Variations").

In the case of 05 Management Limited ("05 Management") (a company controlled by Christopher Pitman, a Director of the Company), the £33,815.86 principal of convertible loan notes (No. 5), which represented direct expenses previously incurred by 05 Management on the Company's business, has reverted back to being an interest-bearing loan to the Company and repayable on 31 December 2027 (or if earlier, the date of completion of an equity fundraising by the Company carried out in conjunction with an RTO) (the "05 Management Expenses Loan").

'Related party transactions'

The CLNs Extension & Variations in respect of the £147,857 nominal zero coupon convertible unsecured loan notes (No. 3) all of which are held by Borden James (a Director of BIH), £5,804.38 and £5,804.39 of the aggregate £23,217.54 nominal zero coupon convertible unsecured loan notes (No. 4) which are respectively held by Christopher Pitman and Borden James (both Directors of BIH) and £58,999.92 and £52,083.25 of the aggregate £246,982.20 nominal zero coupon convertible unsecured loan notes (No. 5) which are respectively held by Christopher Pitman and Borden James (both Directors of BIH) and the 05 Management Expenses Loan (with 05 Management, a company owned by Christopher Pitman), constitute 'material related party transactions' for the purposes of DTR 7.3.8R of the FCA's Disclosure Guidance and Transparency Rules. Considering the Company's need to conserve cash and to put its convertible loan note arrangements on a solvent basis, the BIH Board considers that the terms of such 'related party transactions' are fair and reasonable insofar as the shareholders of the Company as a whole are concerned and accordingly has approved them. In the BIH Board's consideration, each transaction with Chris Pitman (and 05 Management) and with Borden James has been separately considered and in so doing, each such Director who is the 'related party' has not taken part in the BIH Board's consideration of each transaction and has not exercised his votes on the relevant BIH Board resolution (insofar as it related to such 'related party transactions').

For more information, please contact:-

Boston International Holdings Plc

 

Christopher Pitman, Chairman

chris.pitman@bihplc.com

 

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MSCUVOSRNRUOUAR
Date   Source Headline
1st May 20267:00 amRNSTemporary Suspension
25th Mar 20262:31 pmRNSCLNs - extention and variation
6th Mar 20264:50 pmRNSUpdate on Funding Arrangements and CLNs
1st Dec 202510:30 amRNSCompany Update
30th Sep 20257:00 amRNSUnaudited Half-year Report to 30 June 2025
10th Jul 20252:35 pmRNSResult of AGM
25th Jun 20253:08 pmRNSRestoration of Listing
18th Jun 20257:00 amRNSNotice of AGM
6th Jun 20251:40 pmRNSAnnual Financial Report and Suspension Update
1st May 20258:32 amRNSTemporary Suspension
9th Apr 20259:30 amRNSAppointment of New Director
17th Mar 20257:00 amRNSLoan Facility Agreement
4th Feb 20258:55 amRNSHolding(s) in Company
4th Feb 20258:45 amRNSBoard Change
22nd Jan 20257:30 amRNSRestoration - Boston International Holdings Plc
10th Jan 202512:45 pmRNSHalf-year Report
19th Dec 202412:43 pmRNSResult of AGM
12th Dec 202411:08 amRNSHolding(s) in Company
5th Dec 20249:45 amRNSHolding(s) in Company
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26th Nov 20244:51 pmRNSNotice of AGM
14th Nov 20244:12 pmRNSResult of General Meeting
29th Oct 202411:39 amRNSSubscription Agreement signed, GM Notice, New CLNs
17th Oct 20242:10 pmRNSAnnual Financial Report
2nd Oct 20244:21 pmRNSConvertible Loan Notes Extended, Update on Results
18th Jul 202410:30 amRNSLetter of Intent re Proposed Subscription
24th May 202411:08 amRNSTermination of Potential Acquisition
1st May 20244:32 pmRNSAnnual Financial Report - Delay in Publication
3rd Jan 202411:08 amRNSAcquisition Update & New Convertible Loan Notes
5th Oct 20237:00 amRNSHeads of Terms Signed re Potential Acquisition
29th Sep 20237:00 amRNSConvertible Loan Notes Repayment Date Extended
27th Sep 20237:00 amRNSHalf-year Report
26th Jun 202311:40 amRNSIssue of Ordinary Shares to Boston Merchant (HK)
20th Jun 20231:01 pmRNSAnnual Report and Accounts – Replacement
20th Jun 20237:00 amRNSFinal Results
28th Apr 20234:30 pmRNSAnnual Report - Delay in Publication
27th Apr 20235:24 pmRNSPotential RTO of Topic S.A & Suspension of Listing
27th Mar 202312:43 pmRNSAppointment of Auditor
9th Feb 20233:51 pmRNSHolding(s) in Company
7th Feb 20237:30 amRNSHolding(s) in Company
31st Jan 20231:38 pmRNSHolding(s) in Company
31st Jan 20231:37 pmRNSHolding(s) in Company
31st Jan 20231:25 pmRNSHolding(s) in Company
31st Jan 20231:14 pmRNSHolding(s) in Company
31st Jan 20237:00 amRNSTotal Voting Rights
27th Jan 20237:00 amRNSDirectors' Subscriptions for New Ordinary Shares
23rd Dec 202210:44 amRNSHolding(s) in Company
9th Dec 20222:52 pmRNSResult of 2022 AGM
1st Dec 20226:10 pmRNSTotal Voting Rights
17th Nov 20227:30 amRNSAnnouncement of AGM and PDMR Dealings

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