Last checked at 31 Mar 2021 15:55
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 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
31 March 2021
Boston International Holdings plc
("BIH" or "the Company")
New Funding, Total Voting Rights, Issue of Warrants, Novation of Loan and Appointment of Broker
The Directors of BIH are pleased to announce that £199,956 of new financing has been secured by way of a fundraising undertaken by Peterhouse Capital Limited ("Peterhouse") which involves a combination of a subscription of £126,714 Convertible Loan Notes ("Notes") and the placing of 7,324,189 new ordinary shares of 1p each (the "Ordinary Shares") all at a price of 1p by Peterhouse (the "Fundraise").
Peterhouse Capital has been appointed as sole Broker to the Company with immediate effect.
Fundraise
Boston Merchant (HK) Ltd ("BMHK") has subscribed for £95,714 worth of Notes and Emirates Fund Exchange PLTD ("Emirates") has subscribed for £31,000 worth of Notes. Simultaneously, BMHK has sold 9,571,428, Ordinary Shares at the price of 1p per share and Emirates has sold 3,100,000 Ordinary Shares at the price of 1p per share to new investors introduced by Peterhouse. As a result, BMHK as of today no longer holds any Ordinary Shares in the Company.
BMHK is 98.04% owned by Borden James, a director of BIH.
In addition, Peterhouse has placed 7,324,189 new Ordinary Shares at a price of 1p per Ordinary Share (the "Placing Shares"), raising £73,241 from new investors.
The additional funds will be used for working capital and due diligence on deals which the Board will be assessing.
Admission of Placing Shares
Applications have been made to the Financial Conduct Authority ("FCA") and the London Stock Exchange for the 7,324,189 Placing Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Admission"). It is expected that Admission will become effective and trading will commence on or around 1 April 2021.
Total Voting Rights
Following the issue of the Placing Shares, which on Admission will rank pari passu with the existing Ordinary Shares, the total number of Ordinary Shares in issue with voting rights in the Company will be 43,945,137. There are no shares held in treasury.
The above figure of 43,945,137 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.
Issue of Warrants
In connection with the Fundraise the Company is issuing a warrant to Peterhouse to subscribe for 1,318,354 new Ordinary Shares exercisable at 1 pence for a period of three years from Admission.
Furthermore, the Company is issuing a warrant to Beaumont Cornish Limited, its Financial Adviser, to subscribe for 1,250,000 new Ordinary Shares exercisable at 1 pence for a period of three years from Admission.
Further information on the Notes
The Notes which have a 12-month term, are interest free, unsecured and are convertible at a price of 1p per Ordinary Share at the earlier of (1) the publication of a prospectus which would cover the issue and allotment of the Ordinary Shares pursuant to the conversion of the Notes; or (2) the completion of a reverse transaction and relisting of the Company onto a recognised stock exchange.
Novation of Loan Facility
The Company would also like to announce that the existing £200,000 loan facility ("Loan Facility") with BMHK is being novated to Borden James for a nominal sum. The terms of the Loan Facility remain the same as announced on 12 June 2020.
Borden James has indicated that he intends to convert the Loan Facility into Ordinary Shares in the near future in order to sell the Ordinary Shares and reinvest the proceeds back into the Company in the form of a convertible loan note. Further information will be released by the Company at the appropriate time.
Related Party Transaction
The novation of the Loan Facility, and the subscription of the Notes are deemed to be related party transactions pursuant to DTR 7.3.
Richard Hartheimer and Norman Connell, the two other directors of BIH (each of whom are independent of BMHK), consider that the related party transactions are fair and reasonable insofar as its shareholders are concerned and accordingly have approved them. Due to Borden James' shareholding in BMHK, he did not participate in the approval or vote.
--ENDS--
For more information please contact:
Boston International Holdings Plc | |
Borden James | +44 (0) 7379 668 907 |
Beaumont Cornish Limited (Financial Adviser) | |
Roland Cornish | +44 (0) 20 7628 3396 |
Peterhouse Capital Limited (Broker) | +44 (0) 20 7469 0930 |
Lucy Williams / Duncan Vasey / Eran Zucker | |
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 (98.04% owner of Boston Merchant (HK) Ltd in which name the Ordinary Shares were held) | ||||
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 Holding 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 Identification code | Ordinary Shares of 1 pence each ISIN: GB00BD70S874
| ||||
b) | Nature of the transaction | Sale of shares | ||||
c) | Price(s) and volume(s) | 1 pence per Ordinary Share
| ||||
d) | Aggregated information - Aggregated volume - Price | N/A
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e) | Date of the transaction | 2021 March 31 | ||||
f) | Place of the transaction | Outside a trading venue | ||||