SJH.L Regulatory News (SJH)

14 July 2014

BOXHILL TECHNOLOGIES PLC

("Boxhill", the "Group" or the "Company")

Trading Update, Issue of Equity, Directorate Change & Change of Registered Office

Boxhill Technologies PLC Subsidiary rolls out payments system with leading e-commerce provider

Trading Update

Boxhill is delighted to announce that its wholly owned subsidiary Pay Corporation Limited, has launched its payment software technology on ekmPowershop (www.ekmpowershop.com), one of the UK's leading e-commerce solution providers ("EKM"), and it is now available to over 12,000 merchants.

The platform, through a single mobile optimised interface, enables EKM's customers to process Visa and MasterCard transactions. It opens the door to the 2million plus potential customers who are unable to access online offers by allowing cash paying customers to purchase a SmartPay voucher from any PayZone outlet (approx. 25,000 in the UK) and redeem that voucher for goods and services online.

The Group continues to work with a diverse range of customers to deliver a range of payment solutions that are easy to implement, and which meet the requirements of both merchants and their customers when buying goods and services online.

Lord Razzall, Chairman of Boxhill stated "Working with EKM allows us to provide payment services to over 12,000 merchants who cover the full business spectrum from niche online shops to household names like Lotus and ITV. Customers can not only use cards to make payments, but in the case of those who have been unable to access the best offers which are usually online, they can now do so by purchasing a voucher at a convenience store and redeeming it securely with their chosen merchant online, reducing the much talked about digital divide and allowing more people to access online only offers."

The Group continues to make progress in its development of payment technology services, during the second half of its financial year, it has progressed previously announced contracts and has added two new customers, including an international reseller.

Issue of Equity & Holdings in the Company

The Company received a conversion notice on 11 July 2014 for £206,250 of the £250,000 loan (the "Loan") announced on 13 September 2013 (the "Conversion"). The Conversion will result in the issue of 125,000,000 new ordinary shares of 0.1 pence each ("Ordinary Shares") at an issue price of 0.165 pence per share (the "Conversion Shares"). £43,750 of the Loan remains outstanding. The Loan was provided by a syndicate of individuals, and no individual will hold more than 3% of the issued ordinary share capital of the Company following the Conversion.

In addition the Company is issuing 120,000,000 Ordinary Shares in lieu of fees for software licences, consulting and other services totalling £174,000 from Viltek Limited, at the equivalent of 0.145p pence per share (the "Viltek Shares"). 

Additionally the company has agreed to issue 42,736,607 Ordinary Shares to Lausi Trading Limited to settle legal and professional fees due, totalling £61,968 (the "Lausi Shares") and 12,068,966 Ordinary Shares to Andrew Flitcroft (a director) to settle outstanding fees of £17,500 (the "AF Shares"), all at an equivalent of 0.145 pence per share.

On Issue of the Conversion Shares, the Viltek Shares, the AF Shares and the Lausi Shares (combined, the "New Shares") the Company's total issued share capital will be 1,426,983,616 Ordinary Shares (the "Enlarged Share Capital"). The Company holds no Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares with voting rights is 1,426,983,616. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.

An application will be made for admission of the 299,805,573 New Shares to trading on AIM with effect from 18 July 2014.

The Company has agreed to transfer 4,333,333 Ordinary Shares held by John Botros as trustee for the sole benefit of the Company following the confiscation order against a former director announced on 5 January 2012 to Mr Botros in settlement of amounts owing to Mr Botros of £6,283 (the "Transfer"). 

Following the issue of the New Shares and the Transfer, the disclosed shareholdings in the Company will be as follows:

* Directors

Directorate and Management Change

Kevin Dale, is stepping down from the board of the Company in order to pursue other business interests. James Rose, who currently holds the position of Managing Director of Prize Provision Services Limited ("PPS"), the Group's lottery management subsidiary, will assume the management role of Chief Operating Officer, and is expected to join the board of the Company in due course (at which time another announcement will be made).

Mr Rose has been responsible for running PPS for the last year, improving reporting and processes, ensuring that the lottery continues to perform and maintaining its compliance with all relevant regulations.

Mr Rose has an interest in 236,656,580 Ordinary Shares, which are held by Management Express Limited, in which Mr Rose is the sole shareholder.

Change of Registered Office and Company Secretary

The Company has changed its registered office address to:

39 St James' StreetLondonSW1A 1JD

Andrew Flitcroft, the Finance Director of the Company has also assumed the role of Company Secretary, following John Botros' retirement from the position.

Further updates will be announced as appropriate.

For further information contact:

Boxhill Technologies PLC 020 3021 1944

Philip Jackson, CEO

Website www.boxhillplc.com

Allenby Capital Limited (Nomad & Broker)

Nick Harriss/Nick Athanas/James Reeve 020 3328 5656

Notes to editors:

Boxhill Technologies Plc (AIM:BOX), is an AIM quoted lottery, software, gaming and leisure company.

Boxhill has a range of ecommerce products that suit all merchants' and customers' needs enabling secure payments. The Company works within both regulated frameworks and in regions where traditional partners struggle to offer safe, secure services.

In addition, Boxhill operates the Weather Lottery, which has been in operation since 2002 and the Company holds a coveted UK external lottery managers licence. Over £5 million has been raised to date for good causes and paid over four million prizes to winners.

About ekmPowershop

Award-winning ekmPowershop has grown to become the UK's number one internet solutions company. We proudly boast several thousands of customers ranging from one man bands right up to large multi-nationals such as Lotus Cars, ITV, PGA Golf, Madame Tussauds and many more.Being easy of use, feature rich and affordable for businesses of all sizes makes ekmPowershop.com the biggest ecommerce provider in the UK - powering 1 in every 5 online shops.