BOS GLOBAL Holdings Limited Conversion Notice & New Convertible Note Agreement (1620K)

TIDMBOS

RNS Number : 1620K

BOS GLOBAL Holdings Limited

05 July 2017

BOS GLOBAL Holdings Limited

ACN 009 087 852

AIM Release

5(th) July 2017

Conversion Notice & New Convertible Note Agreement

BOS GLOBAL Holdings Limited ("BOS GLOBAL" or "the Company") (AIM: BOS), the software developer focused on improving productivity and creating operational efficiencies in the workplace with "Workplace Analytics", is pleased to announce that it has completed the drawdown of GBP194,144, at a fixed rate of 16 pence per share, in accordance with its GBP1.392m Convertible Note agreement ("Existing Note Agreement") with Innovation Corporation Limited ("Innovation"). The Company has received and accepted a Conversion Notice from Innovation for GBP194,144 and issued Innovation with 1,213,400 fully paid ordinary shares ("Conversion Shares") in BOS GLOBAL. This drawdown brings the total amount provided under this facility to GBP700,144.

Application will be made to the AIM market of the London Stock Exchange ("AIM") to admit the 1,213,400 shares to trading on AIM with admission expected on or about Friday, 7(th) July 2017. These shares will be subject to a 12-month lock-in agreement from the date of conversion. The Company confirms that, as a consequence of this Conversion Notice, it currently has no debt outstanding.

Following admission of the Conversion Shares, BOS GLOBAL will have 75,907,766 fully paid ordinary shares in issue. Entities associated with Michael Travia ("Travia Entities") will hold 31,579,077 ordinary shares in BOS GLOBAL, representing 41.6% of the total shares on issue.

The Company is pleased to advise that on the 5(th) July 2017 it entered into a new Convertible Note agreement with Innovation ("New Note Agreement"). The New Note Agreement replaces the Existing Note Agreement which has been finalised with today's drawdown and conversion. Under the New Note Agreement, the Company will be able access an increased total drawdown of up to GBP1.875m compared to the balance of GBP691,856 previously remaining available on the Existing Note Agreement (refer to RNS of 30 August 2016 for principal terms of the Existing Note Agreement), with minimum monthly drawdowns of GBP125,000 expected to commence on 23(rd) July 2017.

The key terms of the New Note Agreement include:

-- a total principal amount of up to GBP1,875,000 will be provided in minimum monthly instalments of GBP125,000, for a period of 15 months commencing 23(rd) July 2017 (ie term ending 23 September 2018);

   --     the monthly instalment may be increased by mutual agreement; 

-- the Company has the option to defer any drawdowns under the New Note Agreement to no later than 16 September 2018 by providing Innovation with written notice however this will not have the effect of reducing the quantum of the loan (ie BOS GLOBAL must drawdown the 1,875,000 facility in its entirety by 16 September 2018) ;

-- conversion is expected to occur on the business day following each monthly drawdown, subject to the Company not being in a closed period as defined by the Market Abuse Regulations ('MAR'), commencing on or about 23(rd) July 2017;

-- the conversion price is fixed at 16 pence per share, which is a premium of 70% to yesterday's closing price of 9.375 pence and 47% premium to the 28-day moving average Share Price of 10.83 pence to 4th July 2017;

-- a minimum monthly drawdown of GBP125,000 will entitle Innovation to receive 781,250 ordinary shares in BOS GLOBAL shares and 781,250 attaching options in BOS GLOBAL ("Conversion Options") upon conversion;

-- the Conversion Options will have an exercise price of 20 pence, expire on 30 September 2018 and entitle the holder to 1 ordinary share in BOS GLOBAL per exercised Conversion Option;

-- shares issued in relation to conversions under the New Note Agreement will be subject to a 12 month lock-in agreement from the date of conversion;

   --     shares issued upon exercise of Conversion Options will not be subject to lock-in agreements; 
   --     Conversion Options will not be subject to lock-in agreements; and 
   --     Shares cannot be loaned. 

Over the term of the New Note Agreement this will result in a total of 11,718,750 additional ordinary shares in BOS GLOBAL being issued to Innovation and 11,718,750 Conversion Options being issued to Innovation. Assuming no further share issues in BOS GLOBAL or acquisitions or disposals of ordinary shares of BOS GLOBAL by Travia Entities or exercise of Conversion Shares the Travia Entities would hold 43,297,827 ordinary shares in BOS GLOBAL, representing 49.4% of the total shares on issue (assumed to be 87,626,516) by completion of the term of the New Note Agreement on 23 September 2018.

Innovation is a Hong Kong registered company of which Michael Travia is the sole shareholder and beneficial owner. Innovation was incorporated on 21st February 2017 as an investment company for the management of the wealth of Mr. Travia, and is a related party of the Company. The termination of the Existing Note Agreement and the entering into of the New Note agreement are considered to be related party transactions under Rule 13 of the AIM Rules for Companies.

With the exception of Michael Travia, the Company's directors consider, having consulted with its nominated adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

BOS GLOBAL Chairman David Ireland said, "The Board welcomes the continued support of Innovation Corporation Limited as the Company expands with a clear focus on sales of its products coupled with step-change opportunities such as the recent equity investment in Call Design, to open larger markets and benefit from their enterprise client base and global reach." He further said "this level of funding underpins ours growing sales pipeline of BOS360 products worldwide; plus ongoing assessment of complimentary acquisitions and the transition of the majority of our corporate and Board functions to London later this year."

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

Regulation (EU) No. 596/2014.

**S**

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

 
 Michael Travia       BOS GLOBAL Holdings    Tel: [phone] 
  Managing Director    Limited                4071 
                                              E: [e-mail] 
===================  =====================  ============================== 
 Andrew Thomson       RFC Ambrian Limited    Tel: [phone] 
  NOMAD                                       2500 
===================  =====================  ============================== 
 Charles Goodfellow   Peterhouse Corporate   Tel: [phone] 
  / Lucy Williams      Finance Limited        9791 
  Broker 
===================  =====================  ============================== 
 Megan Dennison       St Brides Partners     Tel: [phone] 
  / Charlotte Page     Ltd                    1177 
  Financial PR 
===================  =====================  ============================== 
 

About BOS GLOBAL

BOS GLOBAL is a Software Company dedicated to making workplaces more productive.

It does this through its patented platform built to capture and analyse activities as a smart way to help individuals to achieve greater levels of workplace efficiency.

The platform known as BOS360 Work Patterns Platform as a Service ('BOS360 PaaS'), launched in May 2017, is unique in its ability to digitally render real time views of productivity in the form of Work Patterns at an individual, team or organisation level.

The platform comprises of three main business competencies;

1. Workplace Automation - How digital information (records and documents) is managed in the workplace.

   2.    Workplace Productivity - How people are spending their time at work 
   3.    Workplace Integrity - How workplace information is secured and validated. 

Each of these competencies are supported by a range of enterprise grade software products designed to perform a specific set of workplace functions. These products also act as both collectors and feeders of information to the BOS360 PaaS for use in the generation of Work Pattern reports and Workplace Analytics.

Since May 2017, BOS GLOBAL has six revenue generating products - BOS Meet, BOS Time, BOS360 PaaS and BOS Automate Suite since its first product launch (BOS Meet) in December 2016. For more information of how BOS GLOBAL products can help your workforce increase efficiency and productivity visit www.bos-360.com

BOS GLOBAL aims to generate re-occurring income through subscriptions of its BOS360 PaaS and supporting products, as well as through licensing of its patented Work Pattern technology. The Company's sales strategy is focussed on building a global distribution partner network via Enterprise Software Vendors, Professional Services organisations and Consulting Practices.

The Company has a 40% equity interest in Call Design Pty Ltd, a profitable, Australian based, global provider of workforce optimisation tools, focused particularly on call centre services, which has an established blue chip client base. This highly synergistic investment is expected to provide multiple cross-selling opportunities to both companies in line with BOS GLOBAL's strategy to deliver a comprehensive business optimisation offering globally. This investment includes the 1(st) Rights of Offer and Refusal for BOS GLOBAL to acquire the balance of Call Design on the same financial terms as the initial 40% investment

Call Design sets a new standard for Workplace Optimisation, while BOS GLOBAL's software sets a new standard for Workplace Efficiency. Both products will be offered through BOS360 PaaS, setting a new standard for Workplace Analytics to give companies greater control in making informed, fact-based decisions on their operational activities; Workforce Analytics is a combination of software and methodology that applies statistical models to worker-related data, allowing enterprise leaders to optimise human and machine resources.

BOS GLOBAL Holdings Limited is an AIM listed company incorporated in Australia, operating from offices in Melbourne, Sydney and Brisbane. The Company also has a regional office in Hong Kong, responsible for the Asia-Pacific region and processing of large scale enterprise product sales with a greater than US$20 million revenue stream over an initial three-year contract term. Such deals include acquisitions and investments like the size of Call Design.

The Company is working towards its expanded London Office with its planned move of both Corporate and Board function to London in late 2017. Further, plans are well underway to increase its representation in Europe, the Middle East and Africa (EMEA) and North America with that of Call Design, and with offices on track to be established in 2017 in London and San Francisco respectively.

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").

This information is provided by RNS

The company news service from the London Stock Exchange

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July 05, 2017 02:25 ET (06:25 GMT)