18 Dec 2017 14:30
BOS GLOBAL Holdings Limited
ACN 009 087 852
AIM Release
18 December 2017
Corporate Update
Further to the announcement dated 27 November 2017, BOS GLOBAL Holdings Limited ("BOS GLOBAL" or the "Company") provides the following corporate update.
The Company has sought to maintain a constructive dialogue with Innovation Corporation Limited ("Innovation"), the Company's primary funding provider, however, BOS GLOBAL has not yet received any confirmation from Innovation that progress has been made relating to:
· Innovation's funding solution for BOS GLOBAL (further details below);
· Innovation's recommendation for how Innovation's proposed new directors plan to complete the Company's audited financial accounts for the year ended 30 June 2017 by 29 December 2017; and
· a course of action to 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, with regards to the potential Board transition proposed by Innovation (noted in the Company's announcements dated 20 November 2017 and 27 November) an appropriate new Board composition is yet to emerge however this exercise is ongoing.
In conjunction with the requisition from Innovation, an attempt was made to arrange a fundraising via a private placing on 1 December 2017, which included Marcus Yeoman (one of the proposed directors in the requisitioners section 249D notice) joining the Board as Chairman and other changes being made. The net result of the placing was that insufficient funds were committed to meet the Company's creditor position or to enable the auditor to provide an opinion on the accounts for the year ended 30 June 2017 on a going concern basis. Consequently, the attempted fundraising was not successful.
In the circumstances the board is now considering an approach it received from an alternative funding partner that had expressed interest in supporting the stabilisation of the Company and then potential future growth initiatives to ensure that BOS GLOBAL continues to be active in the disruptive technology space (refer announcement of 27 November 2017). The board has reconfirmed the interest of the funding partner and that the level of funding proposed should cover the Company's creditor position and the issues associated with the audit opinion. With this in mind, the Board continues to work closely with its external accountants and auditor to finalise the Company's accounts by 29 December 2017, but shareholders should be aware that if BOS GLOBAL fails to complete its accounts by this deadline then the Company's shares risk being suspended from trading on AIM, in accordance with AIM Rule 19 and its Guidance Notes and AIM Rule 40.
As referred to in the Company's RNS announcement of 15 November 2017, there is also a strong risk of some form of administration or insolvency taking place as there can be no certainty that the Company will successfully close a transaction with the alternative funding source referred to above. In this context, shareholders should be aware that the BOS GLOBAL Board approached an administration firm some weeks ago to determine how this process would take place, if required, to ensure the Company is prepared for all potential eventualities.
Separately, the Board continue to assess its options with respect to obtaining a new Nomad. Further updates on corporate developments will continue to be made to the market in due course.
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:
Adam Webb Non-Executive Director David Ireland Chairman | BOS GLOBAL Holdings Limited | Tel: +44 (0) 7825 443319
Tel: +61 (0)8 9322 4071
|
Andrew Thomson NOMAD | RFC Ambrian Limited | Tel: +61 (0) 8 9480 2500 |
Charles Goodfellow / Lucy Williams Broker | Peterhouse Corporate Finance Limited | Tel: +44 (0) 20 7220 9791 |
Charlotte Page / Hugo de Salis Financial PR | St Brides Partners Ltd | Tel: +44 (0) 20 7236 1177 |
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.