Fragrant Prosp. Regulatory News (FPP)

16 December 2019



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN. 

Fragrant Prosperity Holdings Limited

("FPP" or the "Company")

Issue of Convertible Loan Notes for £210,000, option for further Convertible Loan Notes and change of Directors

Fragrant Prosperity Holdings Limited (the "Company"), announces it has issued convertible loan notes raising gross cash proceeds of £210,000, in order to fund general working capital purposes and to continue its chosen strategy of seeking suitable acquisition targets and/or investments.

Convertible Loan Notes

The Company has created a convertible loan note instrument of £420,000 of which £210,000 has been issued to Mr. Stanley Hutton Rumbough on 13 December 2019. Notes issued under this instrument ("Notes") carry an interest rate of 5% per annum, which is to be rolled up and added to principal quarterly until the earlier of conversion or repayment of the relevant Notes. The Notes are repayable at the option of the Company at any time after 3 months following issue and all the Notes must be repaid as a bullet payment on the second anniversary of issue. The Notes can be converted into ordinary shares of the Company ("Shares") at a price of 2p by a noteholder at any time on notice provided that the Company is able to issue the relevant Shares under the Prospectus Regulation. Pursuant to the susbcription agreement the Company provided a number of warranties and undertakings in respect of the Company.

The Company has also issued an option to Mr. Stanley Hutton Rumbough to subscribe for further Notes with a principal value of a further £110,000 on or before 30 April 2020.

Mr. Stanley Hutton Rumbough's family founded the US brokerage firms EF Hutton in 1904. EF Hutton went on to become one of the largest brokerage firms in US history and was ultimately sold to American Express

Change of Directors

The Company has also appointed the following directors to the Board of Directors with immediate effect:

Craig Marshak - Chairman

Mr. Marshak has a track record of over twenty years of investment banking experience at bulge bracket firms including Schroders and Nomura Securities, where he was responsible for managing a $300 million principal investment and merchant banking fund focusing on growth and technology companies. Mr. Marshak has personally advised on some of the leading and most complex investment banking transactions from Israel, including Privatisations, and complex Initial Public Offerings. Mr. Marshak is a graduate of Duke University, London School of Economics and Harvard Law School.

Richard Samuel - Non-Executive Director

Mr. Samuel has over 25 years in the global financial buyout market and has deep experience in raising debt and equity financing for privately held companies. Previous roles include senior executive positions at leading European financial institutions, including Alcentra limited (investment subsidiary of Bank of New York Mellon), Intermediate Capital Group and Deutsche Bank/Morgan Grenfell. Mr Samuel currently holds several Non-Executive board positions which include: Simplisim Group Limited, PR Facilities Management Limited and SGC Wine Limited; was a graduate of the University of Toronto (B. Comm), and is a Chartered Financial Analyst.

Robin Rice has resigned from the board with immediate effect from 13 December 2019 to make way for the newly appointed directors and to focus on other business interests. The Company would like to thank Robin Rice for his service over the last 18 months and to wish him every success for the future.

Following the appointments noted above the board will comprise the following: Craig Marshak Chairman, Simon Retter Executive Director, with Richard Samuel and Mahesh Pulandaran holding the positions of Non-Executive Directors.

New Website and change of name

The Company has a new website www.fragrantprosperityholdings.com which will become live in the coming days and will contain all up to date regulatory and corporate information. The Board is currently in the process of reviewing the Company's corporate identity and is considering whether to change the name of the Company. A further announcement will be made in due course.

Issue of Options

For services in respect of the above transaction the Company has awarded Stonedale Management and Investments Limited (a company controlled by Simon Retter) a cash fee of £10,000 and £50,000 of options over new Shares at a strike price of 0 pence. The number of new shares issued upon the exercise of this option be calculated at an issue price of the lower of (i) 2p or (ii) the weighted average closing market mid-price for a period of 10 trading days (if the Shares are admitted to the Official List); or the most recent price at which Shares were issued and allotted (if the Shares are not admitted to the Official List)

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

*Ends*

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