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Share Name Share Symbol Market Type Share ISIN Share Description
Boston International Holdings Plc LSE:BIH London Ordinary Share GB00BD70S874 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 3.15 2.80 3.50 3.15 3.15 3.15 0.00 08:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Nonequity Investment Instruments 0.0 -0.3 -1.0 - 1

Boston International Holdings PLC Funding, TVR, Loan Novation, Appointment of Broker

31/03/2021 3:55pm

UK Regulatory (RNS & others)


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RNS Number : 1808U

Boston International Holdings PLC

31 March 2021

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 ("EUWA")) ("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 SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

31 March 2021

Boston International Holdings plc

("BIH" or "the Company")

New Funding, Total Voting Rights, Issue of Warrants, Novation of Loan and Appointment of Broker

The Directors of BIH are pleased to announce that GBP199,956 of new financing has been secured by way of a fundraising undertaken by Peterhouse Capital Limited ("Peterhouse") which involves a combination of a subscription of GBP126,714 Convertible Loan Notes ("Notes") and the placing of 7,324,189 new ordinary shares of 1p each (the "Ordinary Shares") all at a price of 1p by Peterhouse (the "Fundraise").

Peterhouse Capital has been appointed as sole Broker to the Company with immediate effect.

Fundraise

Boston Merchant (HK) Ltd ("BMHK") has subscribed for GBP95,714 worth of Notes and Emirates Fund Exchange PLTD ("Emirates") has subscribed for GBP31,000 worth of Notes. Simultaneously, BMHK has sold 9,571,428, Ordinary Shares at the price of 1p per share and Emirates has sold 3,100,000 Ordinary Shares at the price of 1p per share to new investors introduced by Peterhouse. As a result, BMHK as of today no longer holds any Ordinary Shares in the Company.

BMHK is 98.04% owned by Borden James, a director of BIH.

In addition, Peterhouse has placed 7,324,189 new Ordinary Shares at a price of 1p per Ordinary Share (the "Placing Shares"), raising GBP73,241 from new investors.

The additional funds will be used for working capital and due diligence on deals which the Board will be assessing.

Admission of Placing Shares

Applications have been made to the Financial Conduct Authority ("FCA") and the London Stock Exchange for the 7,324,189 Placing Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Admission"). It is expected that Admission will become effective and trading will commence on or around 1 April 2021.

Total Voting Rights

Following the issue of the Placing Shares, which on Admission will rank pari passu with the existing Ordinary Shares, the total number of Ordinary Shares in issue with voting rights in the Company will be 43,945,137. There are no shares held in treasury.

The above figure of 43,945,137 may therefore 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.

Issue of Warrants

In connection with the Fundraise the Company is issuing a warrant to Peterhouse to subscribe for 1,318,354 new Ordinary Shares exercisable at 1 pence for a period of three years from Admission.

Furthermore, the Company is issuing a warrant to Beaumont Cornish Limited, its Financial Adviser, to subscribe for 1,250,000 new Ordinary Shares exercisable at 1 pence for a period of three years from Admission.

Further information on the Notes

The Notes which have a 12-month term, are interest free, unsecured and are convertible at a price of 1p per Ordinary Share at the earlier of (1) the publication of a prospectus which would cover the issue and allotment of the Ordinary Shares pursuant to the conversion of the Notes; or (2) the completion of a reverse transaction and relisting of the Company onto a recognised stock exchange.

Novation of Loan Facility

The Company would also like to announce that the existing GBP200,000 loan facility ("Loan Facility") with BMHK is being novated to Borden James for a nominal sum. The terms of the Loan Facility remain the same as announced on 12 June 2020.

Borden James has indicated that he intends to convert the Loan Facility into Ordinary Shares in the near future in order to sell the Ordinary Shares and reinvest the proceeds back into the Company in the form of a convertible loan note. Further information will be released by the Company at the appropriate time.

Related Party Transaction

The novation of the Loan Facility, and the subscription of the Notes are deemed to be related party transactions pursuant to DTR 7.3.

Richard Hartheimer and Norman Connell, the two other directors of BIH (each of whom are independent of BMHK), consider that the related party transactions are fair and reasonable insofar as its shareholders are concerned and accordingly have approved them. Due to Borden James' shareholding in BMHK, he did not participate in the approval or vote.

--ENDS--

For more information please contact:

 
Boston International Holdings Plc 
Borden James                                   +44 (0) 7379 668 907 
 
Beaumont Cornish Limited (Financial Adviser) 
Roland Cornish                                 +44 (0) 20 7628 3396 
 
Peterhouse Capital Limited (Broker)            +44 (0) 20 7469 0930 
Lucy Williams / Duncan Vasey / Eran Zucker 
 
 
 
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                       William Borden James (98.04% owner of Boston 
                                Merchant (HK) Ltd in which name the Ordinary 
                                Shares were held) 
    -------------------------  ------------------------------------------------ 
2   Reason for the notification 
    --------------------------------------------------------------------------- 
a)  Position/status            Director 
    -------------------------  ------------------------------------------------ 
b)  Initial notification       Initial Notification 
     /Amendment 
    -------------------------  ------------------------------------------------ 
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         Ordinary Shares of 1 pence each 
     financial instrument,      ISIN: GB00BD70S874 
     type of instrument 
     Identification code 
    -------------------------  ------------------------------------------------ 
b)  Nature of the transaction  Sale of shares 
    -------------------------  ------------------------------------------------ 
c)  Price(s) and volume(s)     1 pence per Ordinary Share Price(s)   Volumes(s) 
                                 1p         9,571,428 
                                           ----------- 
    -------------------------  ------------------------------------------------ 
d)  Aggregated information     N/A 
     - Aggregated volume 
     - Price 
    -------------------------  ------------------------------------------------ 
e)  Date of the transaction    2021 March 31 
    -------------------------  ------------------------------------------------ 
f)  Place of the transaction   Outside a trading venue 
    -------------------------  ------------------------------------------------ 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

IOEJBMITMTAJBJB

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March 31, 2021 10:55 ET (14:55 GMT)

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