Bos Glb Hldgs Regulatory News (BOS)

BOS GLOBAL Holdings Limited

ACN 009 087 852

AIM Release

20 November 2017

Further to the receipt of Section 249D Notice ("249D"), as per the announcement released on 10 November 2017, the Board of BOS GLOBAL Holdings Limited ("BOS GLOBAL" or the "Company") confirms that it is in active dialogue with the Company's primary funding provider, Innovation Corporation Limited ("Innovation"), a party to the 249D, regarding the proposals in their submitted requisition order, and also provides an update on developments re the future structure and funding options of the Company. The Board is committed to finding a resolution for all parties, so that the Company can be restructured to capitalise on the opportunities to commercialise its technology product suite, focussed on harnessing technology to enable organisations to transform their operations through a more engaged workforce.

The Company remains in dialogue with Innovation as well as its advisory team and advises on the following developments re the requisition order:

a) the Board of BOS GLOBAL accepts that in order for a resolution to be reached with the parties that submitted the 249D the Board of BOS GLOBAL will need to stand down willingly and a new Board be appointed; however

b) for an orderly board transition to occur, the Board is of the view that in connection with this board transition, Innovation should:

a. nominate two alternative Board candidates to the original two proposed;

b. present and confirm its funding solution for BOS GLOBAL;

c. recommend how Innovation's proposed new directors plan to complete the Company's audited financial accounts for the year ended 30 June 2017 by 31 December 2017; and

d. secure the appointment of a new Nominated Adviser ('Nomad'), as the Company's current Nomad, RFC Ambrian Limited, has given the Company notice of their planned resignation (effective 10 January 2018).

Furthermore, in the event that Innovation cannot confirm how it will provide or arrange sufficient new funds for BOS GLOBAL, the Board is of the view that Innovation should give BOS GLOBAL consent under the Convertible Loan Note ('CLN') to undertake an independent fundraise to be organised by the Company's broker, Peterhouse Corporate Finance Limited ('Peterhouse'). Innovation have previously shown resistance to a fundraise by the Company's broker despite the Board's desire to progress initiatives due to cash burn. In support of a potential independent fundraise, the Board would like to confirm that it has received two approaches independent of Innovation to provide funding and support to BOS GLOBAL going forward. One party has assured the Board and Peterhouse that it can deposit cleared funds into a solicitor's bank account upon confirmation that BOS GLOBAL has the requisite consent from Innovation to undertake a new fundraising. 

The Board cautions however that the two independent funding proposals are incomplete and uncertain, and there can be no guarantee that either would complete if pursued.

With regards to the CLN agreed with Innovation, the next payment of £125,000 is due from Innovation on 23 November 2017. Innovation has not indicated to the Board that this will not be paid, although BOS GLOBAL is taking legal advice to determine how to deal with the demand under the CLN for a new security interest over BOS GLOBAL's assets. As such, BOS GLOBAL is taking immediate steps to assess the current market value of the Company's 40% interest in Call Design Pty Ltd and how this is reflected in the finalisation of the audit of the accounts of BOS GLOBAL.

Finally, the Board would like to reiterate that subject to a satisfactory transition and responses on the various items above that its current members are ready and willing to step down. Further updates on developments will be made as soon as practicable.

This announcement contains inside information for the purpose of Article 7 of the Market Abuse

Regulation (EU) No. 596/2014. 

**ENDS**

For further information please visit www.bosglobal.com or contact:

Notes

BOS GLOBAL is a London listed (AIM:BOS), cloud based software developer with a suite of products that enable organisations to transform their operations through improving workforce engagement. The Company's BOS Time product is a component of its Global Enterprise Productivity Platform ("PaaS"), BOS 360 Work Patterns, which incorporates patented technology that uses workforce analytics to render real time views of worker activities as Work Patterns. BOS has a team experienced in designing, building, marketing, selling and supporting enterprise technology solutions and has been seeking to build a partnership network to assist the business with market penetration.

The Company also has a 40% interest in Call Design Pty Ltd, a profitable, Australian based, global provider of workforce optimisation tools, focused particularly on call centre services. Call Design has a significant multi-sector client base, which includes all four of Australia's major banks, leading international telecommunications companies, blue chip insurers and governmental bodies, with a current operational reach spanning 26 countries. This synergistic investment seeks to provide multiple cross-selling opportunities in line with BOS GLOBAL's strategy to deliver a comprehensive business optimisation offering.