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BIH Boston International Holdings Plc

0.60
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Boston International Holdings Plc LSE:BIH London Ordinary Share GB00BD70S874 ORD GBP0.001
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.60 0.50 0.70 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Finance Services 0 -485k -0.0033 -1.82 889.32k

Boston International Holdings PLC Half-year Report (9827R)

27/09/2017 12:04pm

UK Regulatory


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TIDMBIH

RNS Number : 9827R

Boston International Holdings PLC

27 September 2017

Boston International Holdings plc

("BIH" or "the Company")

27 September 2017

HALF YEARLY REPORT FOR THE SIX MONTHSED 30 JUNE 2017

Boston International Holdings plc, formed in October 2015, which operates as a special purpose acquisitions company (SPAC) to undertake one or more acquisitions of target companies or businesses in the FX sector, announces its unaudited half year report for the six months ended 30 June 2017.

Chairman's Statement

I have pleasure in presenting the interim results of Boston International Holdings Plc for the six months ended 30 June 2017.

During the period the Company continued in its search for suitable acquisitions in the FX sector. The loss in the period was GBP127,000, being the administrative expenses incurred.

The Company issued an additional 1,000,000 ordinary shares of 1p at a price of 5 pence per share on 2 May 2017, with trading in the shares commencing on 11 May 2017.

Following the period end, the Company announced on 22 August 2017 its intention to enter into a non-binding letter of intent in respect of the proposed acquisition of Cornhill FX Holdings Limited ("CFXH"). Consequently the shares were suspended in accordance with Listing Rule 5.6. The Company has commenced the due diligence process on CFHX and the Board looks forward to providing further updates in due course.

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 has announced a proposed transaction which if it completes would constitute a reverse takeover under the Listing Rules and shares in the Company have been suspended from trading until the issue of a prospectus or termination of discussions. Significant cash resources will be spent in pursuit of the completing the transaction and should the proposed transaction not be completed the Company will have significantly less cash than it has now.

-- Should the proposed transaction abort before the end of the period, the Board will have to assess the future viability and direction of the Company.

-- The Company is dependent on its directors, in particular the Chairman, to manage the Company and lead the proposed transaction. 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 complete the proposed transaction.

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 confirm that 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 includes 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 2017; 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

For further information please contact:

Yellow Jersey PR Limited (Financial PR)

Charles Goodwin / Joe Burgess Tel: +44 20 3735 8825

Cornhill Capital Limited (Broker)

Nick Bealer +44 20 3700 2500

Boston International Holdings plc

Borden James +44 20 3735 8825

Boston International Holdings plc

Condensed Statement of Comprehensive Income

 
 
                                                     Six   Six months 
                                                  months      30 June 
                                                 30 June         2016 
                                                    2017    Unaudited 
                                      Note     Unaudited 
                                                 GBP'000      GBP'000 
 Revenue                                               -            - 
 
 
 Administrative expenses                           (128)         (33) 
 
 Operating loss                                    (128)         (33) 
 
 Finance income                                        1            - 
 
 Loss on ordinary activities 
  before taxation                                  (127)         (33) 
 
 Income tax expense                                    -            - 
                                             -----------  ----------- 
 Loss after taxation                               (127)         (33) 
 
 Other comprehensive income 
 Items that will or may be reclassified 
  to profit or loss:                                   -            - 
 Exchange differences arising on 
  translation of foreign operation                     -            - 
                                             -----------  ----------- 
 Total comprehensive income attributable 
  to 
  owners of the parent                             (127)         (33) 
                                             ===========  =========== 
 
 Earnings per share (EPS): 
 Basic and diluted (pence)              4         (0.43)       (0.64) 
                                             ===========  =========== 
 

Boston International Holdings plc

Condensed Statement of Financial Position

As at 30 June 2017

 
                                        As at          As at 
                                      30 June    31 December 
                                         2017           2016 
                                    Unaudited        Audited 
                            Note      GBP'000        GBP'000 
 
 
 Current assets 
 Other receivables, 
  deposit and prepayment                   35             11 
 Cash and bank balances                 1,119          1,211 
                                  -----------  ------------- 
                                        1,154          1,222 
                                  -----------  ------------- 
 
 Total Assets                           1,154          1,222 
                                  ===========  ============= 
 
 Current liabilities 
 Other payables and 
  accruals                               (45)           (31) 
 
 Total liabilities                       (45)           (31) 
                                  -----------  ------------- 
 
 Net Assets                             1,109          1,191 
                                  ===========  ============= 
 
 Equity 
 Share capital               5            306            296 
 Share premium                          1,113          1,078 
 Reserves                               (310)          (183) 
                                  -----------  ------------- 
                                        1,109          1,191 
                                  -----------  ------------- 
 
 
 Total Equity and 
  Liabilities                           1,109          1,191 
                                  ===========  ============= 
 

Boston International Holdings plc

Condensed Statement of Changes in Equity

For the six month period ended 30 June 2017 (Unaudited)

 
 
                              Share     Share    Retained    Total 
                            capital   premium     profits   equity 
                            GBP'000   GBP'000     GBP'000  GBP'000 
 
Issue of shares                  66       164           -      230 
Loss for the period               -         -        (33)     (33) 
 
Balance at 30 June 2016          66       164        (33)      197 
                           ========  ========  ==========  ======= 
 
Issue of shares                 230       920           -    1,150 
Cost of share issue               -       (6)           -      (6) 
Loss for the period               -         -       (150)    (150) 
 
Balance at 31 December 
 2016                           296     1,078       (183)    1,191 
                           ========  ========  ==========  ======= 
 
Issue of shares                  10        40           -       50 
Cost of share issue               -       (5)           -      (5) 
Loss for the period               -         -       (127)    (127) 
 
Balance at 30 June 2017         306     1,113       (310)    1,109 
                           ========  ========  ==========  ======= 
 
 

Boston International Holdings plc

Condensed Statements of Cash Flows

For the six month period ended 30 June 2017

 
 
                                                  Six          Six 
                                               months       months 
                                              30 June      30 June 
                                                 2017         2016 
                                            Unaudited    Unaudited 
                                              GBP'000      GBP'000 
 
 Cash flow from operating activities 
 Loss before taxation                           (127)         (33) 
 
 Adjustment for: 
 Interest income                                  (1)            - 
                                          -----------  ----------- 
 
   Operating cash flows before 
   movements in working capital                 (128)         (33) 
 
 Increase in trade and other 
  receivables                                    (24)         (11) 
 Increase in trade and other 
  payables                                         14            6 
 Cash generated from operating 
  activities                                     (10)          (5) 
 
 Net cash generated from operating 
  activities                                    (138)         (38) 
                                          -----------  ----------- 
 
 Cash flows from investing activities 
 Interest received                                  1            - 
 Net cash generated from investing 
  activities                                        1            - 
                                          -----------  ----------- 
 
 Cash flows from/(for) financing 
  activities 
 Proceeds from issue of share 
  capital                                          50          230 
 Share issue costs                                (5)            - 
 Net cash generated from financing 
  activities                                       45          230 
                                          -----------  ----------- 
 
 Net (decrease)/increase in 
  cash & cash equivalents                        (92)          192 
 Cash and equivalent at beginning 
  of the period                                 1,211            - 
                                          -----------  ----------- 
 Cash and equivalent at end 
  of the period                                 1,119          192 
                                          ===========  =========== 
 

Boston International Holdings plc

NOTES TO THE FINANCIAL INFORMATION

   1.        GENERAL INFORMATION AND PRINCIPAL ACTIVITIES 

The Company is incorporated in the United Kingdom 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 2017 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 2016.

A copy of the audited financial statements for the period ended 31 December 2016, which was prepared under IFRS, is available on the Company's website.

The interim report for the six months ended 30 June 2017 was approved by the Directors on 26th September 2017.

Boston International Holdings plc

   3.            EARNINGS PER SHARE 

During the period, the Company issued 1,000,000shares at 5 pence per share. The earnings per share information is as follows:

 
                                              30 June     30 June 
                                                 2017        2016 
 
       (Loss) after taxation (Pound 
        GBP)                                (127,489)    (33,044) 
       Weighted average number of 
        ordinary shares                    29,898,726   5,177,912 
       Basic earnings per share (pence)        (0.43)      (0.64) 
                                          -----------  ---------- 
 
 

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 2017         29,620,948         296 
 Issue of shares on 11 May 
  2017                         1,000,000          10 
 Less: Issuance costs                  -           - 
 
 
 As at 30 June 2017           30,628,948         306 
 
 
   5.            RELATED PARTY TRANSACTIONS 

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

During the period the Company did not enter into any material transactions with related parties. 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.

Boston International Holdings plc

   7.            EVENTS AFTER THE REPORTING DATE 

The Company announced on 22(nd) August 2017 that it intends to enter into a non-binding letter of intent with Cornhill FX Holdings Limited ("the Target"), a private limited company incorporated in England and Wales, in connection with the potential purchase of the entire issued share capital of that company. The proposed transaction is in accordance with the Company's stated strategy to acquire companies in the FX sector and is, inter alia, conditional on the completion of legal and financial due diligence on the Target.

If completed, the transaction would constitute a reverse takeover under the Listing Rules. As the Company is currently unable to provide full disclosure under Listing Rule 5.6 in relation to the Target, it requested from the UKLA a suspension of its listing with immediate effect from the date of the announcement. Listing of the Company's ordinary shares will remain suspended until such time as a prospectus is published in relation to the proposed acquisition or the Company announces that the discussions have been terminated. No binding agreement has been reached and, accordingly, the directors of BIH cannot guarantee that the proposed transaction will complete or provide any indication of a likely completion date.

- ENDS -

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

September 27, 2017 07:04 ET (11:04 GMT)

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