BOSTON INTERNATIONAL HOLDINGS
PLC
("BIH" or "the
Company")
10
January 2025
UNAUDITED HALF YEAR REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2024
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 2024.
Further to the announcement on 2
December 2024, the Company confirms that it has received the
Subscription monies for the new ordinary shares issued to Zarara
Energy Limited.
Chairman's Statement
I have pleasure in presenting the
interim results of Boston International Holdings Plc for the six
months ended 30 June 2024.
During the financial period under
review, the Company reported a net loss of £278,741, being the
administrative expenses incurred. As of 30 June 2024, the Company
had cash reserves of £437. Post period end,
as announced on 2 December 2024, the Company confirms that it has
received the subscription monies for the new ordinary shares issued
to Zarara Energy Limited.
A review of the key events in the
period is shown below.
Christopher Pitman
Chairman
Interim Management Report
Company
Objective
The Company was originally formed to
undertake an acquisition of a target company or business in the
foreign exchange (FX) sector, however due to a lack of current
opportunities in that sector, following the general meeting held on
6 September 2019, the Directors' efforts in identifying a
prospective target company or business are no longer limited to a
particular industry or geographic region.
Following the completion of an
acquisition, the objective of the Company will be to operate the
acquired business and implement an operating strategy with a view
to generating value for its shareholders through operational
improvements as well as potentially through additional
complementary acquisitions following the acquisition.
Key Events
On 3 January 2024 the Company
announced that the Directors of BIH have each individually
subscribed for a total of £23,217.54 new zero coupon convertible
unsecured loan notes (the "New Loan Notes"). The New Loan Notes are
repayable on 31 March 2024, do not carry interest and are
convertible into ordinary shares at a price of 0.75p. The Directors
have subscribed for the following amounts: Christopher Pitman:
£5,804.38 Martin Lampshire: £5,804.38 Richard Hartheimer: £5,804.39
William Borden James: £5,804.39. The subscription by Directors for
the New Loan Notes is a material related party transaction for the
purposes of DTR 7.3.8R. On 30 September 2024 the Final Repayment
date for the Notes was extended to 31 December 2025.
On 24 May 2024 the Company announced
the termination of the potential acquisition of Hyperion Resources
Limited. The shares in the Company remained suspended.
On 18 July 2024 the Company
announced that it has signed a non-binding letter of intent
with Linkvalue Investment Limited ("LVIL"), a privately owned
company incorporated in the British Virgin Islands, for the
subscription by LVIL (or its nominee) for such number of new
ordinary shares in the Company as would represent a 51% of the
Company's enlarged and fully diluted share capital of the Company
for an aggregate of £306,000 in cash, payable on completion of the
subscription. LVIL is under the same family ownership as Al-Braik
Investments LLC, a diversified holding company based in the United
Arab Emirates and specialising in real estate, oil & gas,
hospitality, franchising, investment, construction and construction
support services. The subscription, if completed, would result in
the Company's existing shareholders having a minority shareholding
in the Company. LVIL did not own any existing ordinary shares or
other securities in the Company. LVIL (or its nominee) would
appoint two nominee Directors to the board of directors of the
Company (the "Board") on completion of the Subscription and two of
the existing Directors would resign from the Board (without payment
of any compensation). Pursuant to the LOI, LVIL has paid a cash
deposit of £65,000 to the Company, to be used by the Company to pay
certain agreed creditors and professional fees. If the approval of
shareholders of the Company and other regulatory approvals required
to complete the Subscription are not received and a substantively
similar transaction is not entered into and completed between the
parties, the deposit was to be converted into such number of new
ordinary shares in the Company as would represent 10.833% of the
Company's enlarged and fully diluted share capital.
On 2 October 2024 the Company
announced that the Final Repayment Date of all outstanding
convertible loan notes issued by the Company had been extended
(with the consent of the holders in all cases) to 31 December 2025
and some minor changes to such convertible loan notes have been
made to reflect the new UK Listing Rules and the new FCA Listing
categories. The extension of the Final Repayment Date of the
outstanding £147,857 nominal zero coupon convertible unsecured loan
notes (No. 3) which are held by Borden James (an existing Director
of BIH) and of the outstanding £23,217.64 nominal zero coupon
convertible unsecured loan notes (No. 4) which are held by the four
Directors of the Company, constituted 'material related party
transactions' for the purposes of DTR 7.3.8R.
On 29 October 2024 the Company
announced that Zarara Energy Ltd ("ZEL") had entered into a Subscription
agreement with the Company (pursuant to the letter of intent dated
30 June 2024 which was countersigned by the Company on 11 July
2024) to subscribe for 222,407,081 new ordinary shares in the
Company for £306,000 in cash, payable of completion of such
subscription (the "Subscription"). On completion of the
Subscription, which was subject to certain approvals, ZEL would
hold 60% of the enlarged share capital of the Company and 51% of
the enlarged fully diluted share capital of the Company. As part of
the terms of the Subscription the Takeover Panel had agreed to the
waiver of the obligation of ZEL to make a general offer for the
Company under Rule 9 of the City Code on Takeovers and Mergers
which would otherwise arise as a consequence of the allotment and
issue of the new 222,407,081 new ordinary shares in the Company to
ZEL (a "Rule 9 Waiver"),
subject to the approval of independent shareholders of the Company
taken on a poll at a General Meeting of the Company which was
convened on 14 November 2024. Additionally, the Company announced
that the outstanding fees and expenses due to the Directors
amounting to £246,982.20 would be converted to new convertible loan
notes, the terms of which are set out in the Circular dated 29
October 2024 in relation to the Subscription (the "Circular") which was sent to the
shareholders of the Company and is available on the Company's
website - www.bihplc.com.
On 14 November 2024 the Company
announced that at the General Meeting all four Resolutions put to
shareholders in connection with the subscription by Zarara Energy
Ltd for 222,407,081 new ordinary shares of 0.1 pence each in the
Company were duly passed unanimously.
On 2 December 2024 the Company
announced that completion of the subscription by Zarara Energy Ltd
for 222,407,081 new ordinary shares of 0.1 pence each in the
Company for £306,000 in cash which took place on 29 November 2024.
The Subscription Shares were allotted and issued by the Company
credited as fully paid up and ranking pari passu, and as one class
with, the existing ordinary shares in the Company. No application
has been made for the Subscription Shares to be admitted to listing
on the FCA's Official List or to trading on the London Stock
Exchange's main market for listed securities. The listing and
trading in the Company's existing issued ordinary shares remained
suspended. On completion, Said Mbarak Salim Al Digeil and William
('Brock') Henry Tuppeny III (nominee Directors of Zarara Energy
Ltd) were appointed to the Board and Martin Lampshire and Richard
Hartheimer resigned. Also, the conversion of outstanding Directors'
fees and expenses due from the Company to them and their
consultancy companies into an aggregate principal amount of
£246,982.20 New Convertible Loan Notes (as announced by the Company
on 29 October 2024) became effective.
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.
· The
Company is a standard listed SPAC that listed before 3 December
2021. Following the announcement by
the Company on 24 May 2024 of the termination of its discussions
regarding the potential acquisition of Hyperion Resources Limited,
the Company is no longer able to take advantage of transitional
provisions under the FCA's Listing Rules in relation to the minimum
market capitalisation threshold which would have allowed it to rely
on the minimum £700,000 market capitalisation threshold. The
Company will now need to meet the minimum £30 million market
capitalisation threshold on completion of an acquisition in order
for the Company's shares to be re-admitted to Listing on the FCA's
Official List. On 29 July 2024, new UK Listing Rules came into
effect, including new categories for listing. Following the
abolition of the 'standard' listing segment, the Company's shares
are now listed in the 'Equity shares (shell companies)' segment of
the FCA's Official List.
· The
Company is a SPAC whose main aim is to acquire an operating
business. There is an inherent risk in evaluation of any potential
acquisition target and although the Company and the Directors will
evaluate risks pertaining to a particular target, there can be no
certainty that all of the significant risks can be identified or
properly assessed.
The Company intends to finance any
acquisition through the issue of Ordinary Shares however it may be
the case that any such acquisition may be only partially funded by
equity and the Company may need to raise substantial additional
capital to fund any acquisition. Whilst the Company continues its
assessment of the Potential Acquisition it remains open to other
potential acquisition opportunities and the Board will continue to
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.
Responsibility
Statement
The Directors are responsible for
preparing the Interim Report in accordance with the Disclosure
Guidance 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 Christopher Pitman, W Borden James, Said Mbarak Salim Al
Digeil and William ('Brock') Henry Tuppeny III 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 2024; 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.
By order of the Board
Christopher Pitman
Chairman
10 January 2025
Boston International Holdings plc
Condensed Statement of Comprehensive Income
|
|
|
|
Six
months
|
Six
months
|
12
months
|
|
|
|
|
30
June
|
30
June
|
31
December
|
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
Note
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
|
(279)
|
(196)
|
(421)
|
|
|
|
|
|
|
|
Operating loss
|
|
|
|
(279)
|
(196)
|
(421)
|
|
|
|
|
|
|
|
Finance income/(expense)
|
|
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Loss
on ordinary activities before taxation
|
|
(279)
|
(196)
|
(421)
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Loss
after taxation
|
|
|
|
(279)
|
(196)
|
(421)
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Total comprehensive income attributable to
|
|
(279)
|
(196)
|
(421)
|
owners of the parent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share (EPS):
|
|
|
|
|
|
|
Basic and diluted(pence)
|
|
|
3
|
(0.19)
|
(0.15)
|
(0.31)
|
|
|
|
|
|
|
|
Boston International Holdings plc
Condensed Statement of Financial Position as
at 30 June 2024
|
|
6
months
|
6
months
|
12
months
|
|
|
30
June
|
30
June
|
31
December
|
|
|
2024
|
2023
|
2023
|
|
Note
|
Unaudited
|
Unaudited
|
Audited
|
|
|
£'000
|
£'000
|
£'000
|
Current assets
|
|
|
|
|
Other receivables and
prepayments
|
|
14
|
15
|
10
|
Cash and bank balances
|
|
1
|
46
|
1
|
|
|
|
|
|
Total Assets
|
|
15
|
61
|
78
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
Convertible Loan Notes
|
|
(237)
|
(214)
|
(214)
|
Other payables and
accruals
|
|
(600)
|
(165)
|
(340)
|
Total current liabilities
|
|
(837)
|
(379)
|
(554)
|
|
|
|
|
|
Liabilities due in more than 12 months
|
|
|
|
|
Convertible Loan Notes
|
|
-
|
-
|
-
|
Total liabilities due in more than 12 months
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
(837)
|
(379)
|
(554)
|
Net
Liabilities
|
|
(822)
|
(318)
|
(543)
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
4
|
148
|
148
|
148
|
Share premium
|
|
1,462
|
1,462
|
1,462
|
Other reserves
|
|
34
|
34
|
34
|
Reserves
|
|
(2,466)
|
(1,962)
|
(2,187)
|
Total Equity
|
|
(822)
|
(318)
|
(543)
|
|
|
|
|
|
|
|
|
|
|
Boston International Holdings plc
Condensed Statement of Changes in Equity
For
the six month period ended 30 June 2024
(Unaudited)
|
|
|
Share
|
Share
|
Other
|
Retained
|
Total
|
|
|
|
capital
|
premium
|
reserves
|
profits
|
equity
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023
|
112
|
1,318
|
34
|
(1,766)
|
(302)
|
Issue of shares
|
|
36
|
144
|
-
|
-
|
180
|
Loss for the period
|
|
-
|
-
|
-
|
(196)
|
(196)
|
Balance at 30 June 2023
|
148
|
1,462
|
34
|
(1,962)
|
(318)
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
(225)
|
(225)
|
Balance at 31 December
2023
|
148
|
1,462
|
34
|
(2,187)
|
(543)
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
(279)
|
(279)
|
Balance at 30 June 2024
|
148
|
1,462
|
34
|
(2,466)
|
(2,466)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston International Holdings plc
Condensed Statements of Cash Flows
For
the six-month period ended 30 June 2024
|
|
6
months
|
6
months
|
12
months
|
|
|
30
June
|
30
June
|
31
December
|
|
|
2024
|
2023
|
2023
|
|
Note
|
Unaudited
|
Unaudited
|
Audited
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Cash
flow from operating activities
|
|
|
|
Loss before taxation
|
|
(279)
|
(196)
|
(421)
|
|
|
|
|
|
Adjustment for:
|
|
|
|
|
Interest income/(expense)
|
|
-
|
-
|
-
|
|
|
|
|
|
Operating cash flows before
movements in working capital
|
(279)
|
(196)
|
(421)
|
|
|
|
|
|
Decease/(increase) in trade and other
receivables
|
|
(4)
|
13
|
18
|
Decrease/(increase) in trade and
other payables
|
|
260
|
(1)
|
174
|
Cash generated from
operations
|
|
256
|
12
|
192
|
|
|
|
|
|
Cash flows from operating
activities
|
|
(23)
|
(184)
|
(229)
|
|
|
|
|
|
Proceeds from share issue
|
|
-
|
180
|
180
|
Convertible Loan Notes
|
|
23
|
-
|
-
|
|
|
|
|
|
Net cash generated from
financing activities
|
23
|
180
|
180
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
Interest
received/(expenses)
|
|
-
|
-
|
-
|
Net cash generated from
investing activities
|
-
|
-
|
-
|
|
|
|
|
|
Net Increase/(decrease) in
cash & cash equivalents
|
-
|
(4)
|
(49)
|
Cash and equivalent at beginning of
the period
|
1
|
50
|
50
|
Cash and equivalent at end of
the period
|
|
1
|
46
|
1
|
Boston International Holdings plc
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 Holborn Gate, 330
High Holborn, London WC1V 7QT.
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 Pounds Sterling (£'000),
which is the presentation currency of the company.
2.
BASIS OF PREPARATION
The interim financial statements for
the six months ended 30 June 2024 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 2023.
A copy of the audited financial
statements for the period ended 31 December 2023, which was
prepared under IFRS, is available on the Company's
website.
The interim report for the six
months ended 30 June 2024 was approved by the Directors on 6
November 2024
3.
EARNINGS PER SHARE
The earnings per share information
is as follows:
|
|
|
|
Six
months
|
Six
months
|
12
months
|
|
|
|
|
30
June
|
30
June
|
31
December
|
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
|
|
|
(Loss) after taxation (Pound
£)
|
|
|
|
(278,741)
|
(195,940)
|
(421,404)
|
Weighted average number of ordinary
shares
|
|
|
148,219,943
|
126,805,579
|
137,436,481
|
Basic earnings per share
(pence)
|
|
|
|
(0.19)
|
(0.15)
|
(0.31)
|
|
|
|
|
|
|
|
The diluted earnings per share was
not applicable as there were no dilutive potential ordinary shares
outstanding at the end of the reporting period. IAS33 requires presentation of diluted EPS when a company
could be called upon to issue shares that decrease earnings per
share or increase the loss per share. For a loss-making company
with outstanding share options or warrants, net loss per share
would be decreased by exercise of options. Therefore, per IAS33.36
the antidilutive potential ordinary shares are disregarded in the calculation of diluted EPS.
4.
Share Capital
Issued, called up and fully paid Ordinary shares
of £0.001 each.
|
Number
of
shares
|
|
£'000
|
|
|
|
|
|
|
As at 1 January 2024
|
148,219,943
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 30 June 2024
|
148,219,943
|
|
148
|
|
|
|
|
|
|
5.
RELATED PARTY
TRANSACTIONS
Key management are considered to be
the Directors and the key management received no compensation in
the period.
6.
SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially
affect the operations of the company.
7.
EVENTS AFTER THE REPORTING DATE
On 18 July 2024 the Company
announced that it has signed a non-binding letter of intent
with Linkvalue Investment Limited ("LVIL"), a privately owned
company incorporated in the British Virgin Islands, for the
subscription by LVIL (or its nominee) for such number of new
ordinary shares in the Company as would represent a 51% of the
Company's enlarged and fully diluted share capital of the Company
for an aggregate of £306,000 in cash, payable on completion of the
subscription. LVIL is under the same family ownership as Al-Braik
Investments LLC, a diversified holding company based in the United
Arab Emirates and specialising in real estate, oil & gas,
hospitality, franchising, investment, construction and construction
support services. The subscription, if completed, would result in
the Company's existing shareholders having a minority shareholding
in the Company. LVIL did not own any existing ordinary shares or
other securities in the Company. LVIL (or its nominee) would
appoint two nominee Directors to the board of directors of the
Company (the "Board") on completion of the Subscription and two of
the existing Directors would resign from the Board (without payment
of any compensation). Pursuant to the LOI, LVIL has paid a cash
deposit of £65,000 to the Company, to be used by the Company to pay
certain agreed creditors and professional fees. If the approval of
shareholders of the Company and other regulatory approvals required
to complete the Subscription are not received and a substantively
similar transaction is not entered into and completed between the
parties, the deposit was to be converted into such number of
new ordinary shares in the Company as would represent 10.833% of
the Company's enlarged and fully diluted share capital.
On 2 October 2024 the Company
announced that the Final Repayment Date of all outstanding
convertible loan notes issued by the Company has been extended
(with the consent of the holders in all cases) to 31 December 2025
and some minor changes to such convertible loan notes have been
made to reflect the new UK Listing Rules and the new FCA Listing
categories. The extension of the Final Repayment Date of the
outstanding £147,857 nominal zero coupon convertible unsecured loan
notes (No. 3) which are held by Borden James (an existing Director
of BIH) and of the outstanding £23,217.64 nominal zero coupon
convertible unsecured loan notes (No. 4) which are held by the four
Directors of the Company, constitute 'material related party
transactions' for the purposes of DTR 7.3.8R.
On 29 October 2024 the Company
announced that Zarara Energy Ltd ("ZEL") had entered into a Subscription
agreement with the Company (pursuant to the letter of intent dated
30 June 2024 which was countersigned by the Company on 11 July
2024) to subscribe for 222,407,081 new ordinary shares in the
Company for £306,000 in cash, payable of completion of such
subscription (the "SUBSCRIPTION"). On completion of the
Subscription, which is subject to certain approvals, ZEL would hold
60% of the enlarged share capital of the Company and 51% of the
enlarged fully diluted share capital of the Company. As part of the
terms of the Subscription the Takeover Panel has agreed to the
waiver of the obligation of ZEL to make a general offer for the
Company under Rule 9 of the City Code on Takeovers and Mergers
which would otherwise arise as a consequence of the allotment and
issue of the new 222,407,081 new ordinary shares in the Company to
ZEL (a "RULE 9 WAIVER"),
subject to the approval of independent shareholders of the Company
taken on a poll at a General Meeting of the Company which has been
convened on 14 November 2024. Additionally, the Company announced
that the outstanding fees and expenses due to the Directors
amounting to £246,982.20 would be converted to new convertible loan
notes, the terms of which are set out in the Circular dated 29
October 2024 in relation to the Subscription (the "CIRCULAR") which was sent to the
shareholders of the Company and is available on the Company's
website - www.bihplc.com.
On 14 November 2024 the Company
announced that at the General Meeting all four Resolutions put to
shareholders in connection with the subscription by Zarara Energy
Ltd for 222,407,081 new ordinary shares of 0.1 pence each in the
Company were duly passed unanimously
On 2 December 2024 the Company
announced that completion of the subscription by Zarara Energy Ltd
for 222,407,081 new ordinary shares of 0.1 pence each in the
Company for £306,000 in cash took place on 29 November 2024. The
Subscription Shares were allotted and issued by the Company
credited as fully paid up and ranking pari passu, and as one class
with, the existing ordinary shares in the Company. No application
has been made for the Subscription Shares to be admitted to listing
on the FCA's Official List or to trading on the London Stock
Exchange's main market for listed securities. The listing and
trading in the Company's existing issued ordinary shares remained
suspended. On completion, Said Mbarak Salim Al Digeil and William
('Brock') Henry Tuppeny III (nominee Directors of Zarara Energy
Ltd) were appointed to the Board and Martin Lampshire and Richard
Hartheimer resigned. Also, the conversion of outstanding Directors'
fees and expenses due from the Company to them and their
consultancy companies into an aggregate principal amount of
£246,982.20 New Convertible Loan Notes (as announced by the Company
on 29 October 2024) became effective.
- ENDS -
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) ("UK MAR").
For
further information, please contact:
Boston International Holdings
Plc
Christopher Pitman,
Chairman
+44 (0) 20 3735 8825