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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% 3.00 0.00 01:00:00
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 Half-year Report

04/08/2020 4:51pm

UK Regulatory (RNS & others)


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RNS Number : 1318V

Boston International Holdings PLC

04 August 2020

Boston International Holdings plc

("BIH" or "the Company")

4 August 2020

HALF YEARLY REPORT FOR THE SIX MONTHSED 30 JUNE 2020

Boston International Holdings plc, formed in November 2015, which operates as a special purpose acquisitions company (SPAC) to undertake one or more acquisitions of target companies or businesses, announces its unaudited half year report for the six months ended 30 June 2020.

Chairman's Statement and Management Report

I have pleasure in presenting the interim results of Boston International Holdings Plc for the six months ended 30 June 2020.

The loss in the period was GBP172,853, being the administrative expenses incurred.

The Directors have continued to review potential acquisition targets for the Company. The Company's investment strategy to September 2019 had been to focus on the FX sector because of the Directors' experience in this industry. However due to a lack of opportunities in that sector, the Directors' pursuit since 6 September 2019 has not been limited to a particular industry or geographic region and a further announcement will be made at such time as the Company is able to provide further details on any proposed transaction.

On 19 March 2020 the Company announced that it had signed a non-binding heads of terms, save principally for provisions relating to exclusivity, in relation to the potential acquisition of Alexanders Discount Limited, a business in a similar sector to the one contemplated at the time of original IPO in October 2016. The acquisition, if it proceeds (completion of which is conditional), will constitute a Reverse Takeover under the Listing Rules since it will result in a fundamental change in the business of the Company.

The ordinary shares in the Company were therefore suspended pending the publication of a prospectus and the application by the enlarged group for the Company to have its enlarged share capital listed on the Standard Segment of the Official List of the Financial Conduct Authority (the "Official List") and admitted to trading on the London Stock Exchange plc's Main Market. The Company will provide a further update on the intended acquisition in due course.

The Directors continue to assess the impact of the Covid-19 pandemic on the Company, in the context of its operations and the market it operates in. The Company's management and staff are operating remotely and the Directors continue to monitor the market. Business continuity has been unaffected. At this stage, the Directors do not envisage a long term impact to the Company resulting from the Covid-19 pandemic, but will continue to monitor the situation and continue to expand its search for appropriate acquisition targets, to alternative sectors in addition to the forex market.

On 10 June 2020 the Company agreed a GBP200,000 unsecured loan facility from a business controlled by the Chairman to finance general capital expenditure and working capital requirements. The loan is repayable by the earlier of 31 December 2021 or the re-admission of the entire issued share capital of the Company to the Official List.

Whilst it continues its assessment of potential acquisition opportunities, the Board will prudently manage the Company's remaining cash reserves and minimise its operating expenses in order to put the Company in the best position possible to complete an acquisition.

Principal Risks and Uncertainties

The Company is subject to a number of risk factors. The Directors have identified the following key risks in the second six months of this financial year. Other risk factors not presently known or currently deemed immaterial may also apply.

-- The Company is dependent on its directors, in particular the Chairman, to manage the Company and its future strategy. If the Company were to lose the services of the Chairman, it could have a material adverse effect on the Company and its ability to implement its future strategy.

Responsibility Statement

The Directors are responsible for preparing the Interim Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).

The Directors (all non-executive) being W Borden James, Richard Hartheimer and Norman Connell confirm that to the best of their knowledge:

-- the interim financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

-- the interim financial statements have been prepared in accordance with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the Interim Report gives a fair review of:

   -      important events that have occurred during the first six months of the year; 
   -      the impact of those events on the financial statements; 

- a description of the principal risks and uncertainties for the remaining six months of the financial year;

- details of any related party transactions that have materially affected the Company's financial position or performance in the six months ended 30 June 2020; and

- any changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year.

Borden James

Chairman

Condensed Statement of Comprehensive Income

 
                                                     Six months   Six months    12 months 
                                                      30 June      30 June     31 December 
                                                        2020         2019         2019 
                                              Note   Unaudited    Unaudited      Audited 
                                                       GBP000       GBP000       GBP000 
 
 Revenue                                                 -            -             - 
                                                    -----------  -----------  ------------ 
 
 Administrative 
  expenses                                             (174)        (211)         (336) 
                                                    -----------  -----------  ------------ 
 
 Operating loss                                        (174)        (211)         (336) 
 
 Finance income                                          1            1             1 
                                                    -----------  -----------  ------------ 
 
 Loss on ordinary activities 
  before taxation                                      (173)        (210)         (335) 
 
 Income tax expense                                      -            -             - 
                                                    -----------  -----------  ------------ 
 
 Loss after taxation                                   (173)        (210)         (335) 
 
 Other comprehensive income                              -            -             - 
                                                    -----------  -----------  ------------ 
 
 Total comprehensive income attributable 
  to                                                   (173)        (210)         (335) 
 owners of the parent 
                                                    ===========  ===========  ============ 
 
 Earnings per share 
  (EPS): 
 Basic and diluted(pence)                      3       (0.47)       (0.69)       (1.00) 
                                                    ===========  ===========  ============ 
 
 

Condensed Statement of Financial Position as at 30 June 2020

 
                                                 6 months     6 months      12 months 
                                                  30 June     30 June      31 December 
                                                   2020         2019           2019 
                                        Note     Unaudited   Unaudited       Audited 
                                                  GBP000       GBP000         GBP000 
 Current assets 
 Other receivables and prepayments                       7            2                9 
 Cash and bank balances                                310          233              302 
 
 Total Assets                                          317          235              311 
 
 Current Liabilities 
 Other payables and accruals                          (22)        (142)             (43) 
 Total current liabilities                            (22)        (142)             (43) 
 
 Liabilities due in more than 
  12 months 
 Unsecured Loan                              5       (200)            -                - 
                                                            -----------  --------------- 
 Total liabilities due in more 
  than 12 months                                     (200)            -                - 
 
 
 Total Liabilities                                   (222)        (142)             (43) 
 Net Assets                                             95           93              268 
                                                ==========  ===========  =============== 
 
 Equity 
 Share capital                               4         366          306              366 
 Share premium                                       1,318        1,078            1,318 
 Reserves                                          (1,589)      (1,291)          (1,416) 
                                                        95           93              268 
 
 Total Equity and Liabilities                           95           93              268 
                                                ==========  ===========  =============== 
 
 

Condensed Statement of Changes in Equity

For the six month period ended 30 June 2020 (Unaudited)

 
                                       Share             Share      Retained     Total 
                                      capital           premium      profits    equity 
                                            GBP'000       GBP'000     GBP'000   GBP'000 
 
 
 Balance at 1 January 2019                      306         1,078     (1,081)       303 
 
                                                                                   (210 
 Loss for the period                             -              -       (210)         ) 
 
 Balance at 30 June 2019                        306         1,078     (1,291)        93 
                                ===================  ============  ==========  ======== 
 
 
 Issue of shares                                 60           240          -        300 
 
 Loss for the period                              -             -       (125)     (125) 
 
 
 Balance at 31 December 2019                    366         1,318     (1,416)       268 
                                ===================  ============  ==========  ======== 
 
 Loss for the period                            -              -        (173)     (173) 
 
 Balance at 30 June 2020                        366         1,318     (1,589)        95 
                                ===================  ============  ==========  ======== 
 
 

Condensed Statements of Cash Flows For the six-month period ended 30 June 2020

 
                                                     6 months    6 months     12 months 
                                                     30 June      30 June    31 December 
                                                       2020        2019         2019 
                                            Note    Unaudited    Unaudited     Audited 
                                                      GBP000      GBP000       GBP000 
 
 Cash flow from operating activities 
 Loss before taxation                                 (173)        (210)        (335) 
 
 Adjustment for: 
 Interest income                                       (1)          (1)          (1) 
 
 Operating cash flows before movements 
  in working capital                                  (174)        (211)        (336) 
 
 Decease/(increase) in trade 
  and other receivables                                  2           4           (3) 
 Decrease/(increase) in trade 
  and other payables                                   (21)         18          (81) 
                                                   -----------  ----------  ------------ 
 Cash generated from operations                        (19)         22          (84) 
 
 Cash flows from operating 
  activities                                          (193)        (189)        (420) 
                                                   -----------  ----------  ------------ 
 
 Proceeds from share issue                                   -       -           300 
 Unsecured loan                                        200           -            - 
                                                   -----------  ----------  ------------ 
 Net cash generated from financing activities          200           -           300 
                                                   -----------  ----------  ------------ 
 
 Cash flows from investing 
  activities 
 Interest received                                      1            1            1 
                                                   -----------  ----------  ------------ 
 Net cash generated from investing activities           1            1            1 
                                                   -----------  ----------  ------------ 
 
 Net Increase/decrease) in cash & cash 
  equivalents                                           8          (188)        (119) 
 Cash and equivalent at beginning of 
  the period                                           302          421          421 
 Cash and equivalent at end 
  of the period                                        310          233          302 
                                                   ===========  ==========  ============ 
 

NOTES TO THE FINANCIAL INFORMATION

   1.        GENERAL INFORMATION AND PRINCIPAL ACTIVITIES 

The Company is incorporated in England and Wales as a public limited company with company number 09876705. The registered office of the Company is 12 Times Court, Retreat Road, Richmond, Surrey TW19 1AF.

This financial information is for the Company only as there are no subsidiary undertakings.

The principal place of business of the Company is in the United Kingdom.

The interim financial statements are presented in the nearest thousands of Pound Sterling (GBP'000), which is the presentation currency of the company.

   2.             BASIS OF PREPARATION 

The interim financial statements for the six months ended 30 June 2020 have been prepared in accordance with IAS 34, Interim Financial Reporting.

The principal accounting policies used in preparing the interim results are the same as those applied in the Company's Financial Statements as at and for the period ended 31 December 2019.

A copy of the audited financial statements for the period ended 31 December 2019, which was prepared under IFRS, is available on the Company's website.

The interim report for the six months ended 30 June 2020 was approved by the Directors on 4 August 2020.

   3.            EARNINGS PER SHARE 

The earnings per share information is as follows:

 
                                  Six months   Six months    12 months 
                                   30 June      30 June     31 December 
                                     2020         2019         2019 
                                  Unaudited    Unaudited      Audited 
 
 (Loss) after taxation 
  (Pound GBP)                     (172,854)    (210,144)     (334,880) 
 Weighted average number of 
  ordinary shares                 36,620,948   30,620,948   32,938,756 
 Basic earnings per share 
  (pence)                           (0.47)       (0.69)       (1.00) 
                                 ===========  ===========  ============ 
 
 

The diluted earnings per share was not applicable as there were no dilutive potential ordinary shares outstanding at the end of the reporting period.

   4.            Share Capital 
 
                           Number 
                          of shares     GBP'000 
 Issued: 
 As at 1 January 2020    36,620,948         366 
 
 
 As at 30 June 2020      36,628,948         366 
 
 
   5.            RELATED PARTY TRANSACTIONS 

Key management are considered to be the directors and the key management received no compensation in the period.

On 10 June 2020 the Company agreed a GBP200,000 unsecured loan facility from a business controlled by the Chairman to finance general capital expenditure and working capital requirements. The loan is repayable by the earlier of 31 December 2021 or the re-admission of the entire issued share capital of the Company to the Official List and the interest rate is 2.5% pa.

As at the balance sheet date the amounts due to the directors was GBPnil.

   6.            SEASONAL OR CYCLICAL FACTORS 

There are no seasonal factors that materially affect the operations of the company.

   7.            EVENTS AFTER THE REPORTING DATE 

There are no reportable events after the reporting date.

- ENDS -

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

For more information please contact:

 
Boston International Holdings Plc 
Borden James                        +44 (0) 7379 668 907 
 
Beaumont Cornish Limited 
Roland Cornish                      +44 (0) 207 628 3396 
 

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.

END

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August 04, 2020 11:51 ET (15:51 GMT)

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