TIDMBIH
RNS Number : 1440I
Boston International Holdings PLC
12 April 2022
12 April 2022
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or the "Company")
Variation and Partial Conversion of Existing Convertible Loan
Notes 2022 (now 2023)
The board of directors of BIH (the "BIH Board") announces that
the terms of the existing GBP125,714 principal of convertible loan
notes created and issued by the Company on 12 April 2021 and all
the existing GBP251,000 principal of convertible loan notes created
and issued by the Company on 7 July 2021 (all together, the
"Existing Convertible Loan Notes") have been varied and that an
aggregate GBP295,714 principal of Existing Convertible Loan Notes
have been converted into 29,571,400 new ordinary shares of 1p each
in the Company at a conversion price of 1p per share.
Variation of Existing Convertible Loan Notes
The Existing Convertible Loan Notes have been varied, with the
consent of the holders of all the Existing Convertible Loan Notes,
as follows:-
1. the final repayment date of the Existing Convertible Loan
Notes has been extended from 30 September 2022 to 30 September
2023; and
2. the conversion provisions (at a price of 1 pence per ordinary
share into ordinary shares of 1 pence each in the Company) have
been amended so that the Existing Convertible Loan Notes:-
(a) are now convertible into ordinary shares in the Company at
any time by the Noteholders, with the written consent of the
Company (such consent to be given or withheld by the Company in its
absolute discretion), by a Noteholder at any time prior to the
'Final Repayment Date' (provided that the Company shall not give
consent to any such conversion if the obligation on the Company to
submit an application for the ordinary shares in the Company
resulting from such conversion to be admitted to listing on the
Official List (standard listing segment) (the "Official List
(Standard)") and to trading on the London Stock Exchange's main
market for listed securities (the "LSE's Main Market")) or to
trading on a recognised stock exchange in accordance with the
Instruments creating the Existing Convertible Loan Notes (the
"Existing Convertible Loan Notes Instruments") would of itself,
require the Company to prepare and publish a Prospectus in
connection with the applications to admit the ordinary shares in
the Company resulting from such conversion); and
(b) will now automatically be converted 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 Existing Convertible Loan Notes to listing on the
Official List (Standard) and to trading on the LSE's Main Market);
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) and to trading on the LSE's Main Market or
to trading on a recognised stock exchange.
Partial Conversion of Existing Convertible Loan Notes
The BIH Board further announces that , following the variation
of the Existing Convertible Loan Notes and with the consent of the
Company, the aggregate GBP295,714 principal of Existing Convertible
Loan Notes held by Borden James, a Director of BIH (following the
transfer of GBP95,714 of such Convertible Loan Notes to him by
Boston Merchant (HK) Limited, a company 98.04% owned by him) have
been converted into 29,571,400 new ordinary shares of 1p each in
the Company (the "Conversion Shares") at a conversion price of 1p
per share, allotted and issued to Borden James.
Applications for Admission of the Conversion Shares
Applications have been made to the Financial Conduct Authority
("FCA") and the London Stock Exchange for the 29,571,400 Conversion
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 in such Conversion
Shares will commence at 8.00 a.m. on 14 April 2022.
Total Voting Rights
Following the issue of the 29,571,400 Conversion Shares, which
on Admission will rank pari passu with the existing issued ordinary
shares of 1p each in the Company ("Ordinary Shares") , the total
number of Ordinary Shares in issue with voting rights in the
Company will be 93,516,537. There are no Ordinary Shares held in
treasury by the Company.
The above figure of 93,516,537 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.
Related party transactions
The variations of the Existing Convertible Loan Notes, which are
held by Borden James, an existing Director of BIH, constitute
'related party transactions' for the purposes of the Listing Rules.
Christopher Pitman, Martin Lampshire and Richard Hartheimer, the
three other Directors of BIH, consider that the terms of such
'related party transactions' are fair and reasonable insofar as the
shareholders of BIH are concerned and accordingly have approved
them. Borden James did not participate in the approval of, or vote
on, such transactions.
For more information, please contact:-
Boston International Holdings Plc
Christopher Pitman, Chairman +44 (0) 7891 104329
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey / Eran
Zucker +44 (0) 20 7469 0930
The following information relating to the issue of the
Conversion Shares to Borden James 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 William Borden James
--------------------- ----------------------------------------------
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 Holdings 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 Ordinary Shares of 1 pence each
of the financial
instrument,
type of instrument ISIN: GB00BD70S874
Identification
code
--------------------- ----------------------------------------------
b) Nature of Issue of 29,571,400 shares on conversion of
the transaction aggregate GBP295,714 Convertible Loan Notes.
--------------------- ----------------------------------------------
c) Price(s) and Price No. of shares
volume(s) 1 pence 29,571,400
--------------
--------------------- ----------------------------------------------
d) Aggregated
information
- Aggregated
volume
- Price 29,571,400
1 pence
--------------------- ----------------------------------------------
e) Date of the 11 April 2022
transaction
--------------------- ----------------------------------------------
f) Place of the Outside a trading venue
transaction
--------------------- ----------------------------------------------
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END
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