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) ("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 soundings are no longer in possession of such inside information, which is now considered to be in the public domain.
For immediate release
8 July 2021
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or the "Company")
New Fundraising, Conversion of Director's Loan, Directors' Dealings and Total Voting Rights
The Directors of BIH are pleased to announce that £251,000 of new financing has been secured by way of a conditional fundraising undertaken by Peterhouse Capital Limited ("Peterhouse"), via a placing of £251,000 principal of Convertible Loan Notes (the "Fundraising").
As part of the Fundraising, Emirates Fund Exchange PLTD ("Emirates") has subscribed for £51,000 principal of Convertible Loan Notes. Simultaneously, Emirates has sold 5,100,000 Ordinary Shares at a price of 1p per share to new investors introduced by Peterhouse. As a result, Emirates as of today no longer holds any shares in the Company.
Conversion of Director's Loan and issue of Convertible Loan Notes
In addition, the £200,000 loan drawn down by the Company under a loan facility agreement dated 10 June 2020 originally entered into by the Company with Boston Merchant (HK) Limited ("BMHK") but novated by BMHK to Borden James, a Director of BIH, on 31 March 2021 (the "Director's Loan"), has been converted into 20,000,000 new ordinary shares of 1p each in the Company (the "New Ordinary Shares") at a conversion price of 1p per share, allotted and issued to Borden James.
All interest on the Director's Loan has been waived by Borden James and BMHK.
Applications will made to the Financial Conduct Authority ("FCA") and the London Stock Exchange for the 20,000,000 New Ordinary Shares to be admitted to listing on the Official List (standard listing segment) and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective and trading will commence at 8.00 a.m. on or around 14 July 2021.
As part of the Fundraising, Borden James has subscribed for £200,000 principal of Convertible Loan Notes using the proceeds of sale of the 20,000,000 New Ordinary Shares issued to him, which he will be selling immediately on Admission at a price of 1p per share to new investors introduced by Peterhouse.
Directors' Dealings
In addition, Christopher Pitman, the Company's Chairman, and Martin Lampshire, the Company's Non-Executive Director, have each acquired 2,000,000 shares in the Company at 1p per share from Emirates. Accordingly, each of Mr Pitman and Mr Lampshire are interested in 2,000,000 shares in the Company representing 4.55% of the Company's current issued share capital. Following Admission of the New Ordinary Shares, the percentage shareholding of each of Mr Pitman and Mr Lampshire will be diluted to 3.13%.
Total Voting Rights
Following the allotment and issue of the 20,000,000 New Ordinary Shares pursuant to the conversion by Borden James of his Director's Loan, which will rank pari passu in all respects with the existing issued ordinary shares of 1p each in the Company, the Company will have 63,945,137 ordinary shares of 1p each in issue. Each ordinary share has 1 vote and so the total number of voting rights in the Company post Admission will be 63,945,137. The Company does not hold any of its ordinary shares in treasury.
Accordingly, the above figure of 63,945,137 may then 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 ("DTRs").
Related Party Transaction
The conversion of the Director's Loan and the subscription for the Convertible Loan Notes by Borden James are 'related party transactions' for the purposes of DTR 7.3 as Borden James is a Director of the Company.
Christopher Pitman, Martin Lampshire and Richard Hartheimer, the three other directors of BIH (each of whom is independent of Borden James), consider that the 'related party transactions' are fair and reasonable insofar as shareholders of the Company are concerned and accordingly have approved such transactions.
Further information on the £251,000 Convertible Loan Notes
The Convertible Loan Notes which have a final repayment date of 30 September 2022, are interest free, unsecured and are convertible at a price of 1p per ordinary share in the Company at the earlier of (i) the publication by the Company of a prospectus which covers the admission of the ordinary shares in the Company arising on conversion of the Convertible Loan Notes to listing on the Official List (standard listing segment) and to trading on the London Stock Exchange's main market for listed securities; or (ii) completion by the Company of a 'reverse takeover' transaction and admission of the whole of the issued and to be issued share capital of the Company either to listing on the Official List (standard listing segment) and to trading on the London Stock Exchange's main market for listed securities or to trading on a recognised stock exchange.
For more information, please contact:-
| Boston International Holdings Plc | |
| Christopher Pitman, Chairman | +44 (0) 7768 104329 |
| Beaumont Cornish Limited (Financial Adviser) | |
| Roland Cornish | +44 (0) 20 7628 3396 |
| Peterhouse Capital Limited (Broker) | |
| Lucy Williams / Duncan Vasey / Eran Zucker | +44 (0) 20 7469 0930 |
The following information relating to the transactions by Mr Pitman and Mr Lampshire has been filed with the FCA in accordance with Article 19(1) of UK MAR
| 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 | Christopher Pitman | ||||
| 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 | Purchase of shares | ||||
| c) | Price(s) and volume(s) | 1 pence per Ordinary Share
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A
| ||||
| e) | Date of the transaction | 2021-07-08 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 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 | Martin Lampshire | ||||
| 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 | Purchase of shares | ||||
| c) | Price(s) and volume(s) | 1 pence per Ordinary Share
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A
| ||||
| e) | Date of the transaction | 2021-07-08 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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