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 £125,714 principal of convertible loan notes created and issued by the Company on 12 April 2021 and all the existing £251,000 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 £295,714 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 £295,714 principal of Existing Convertible Loan Notes held by Borden James, a Director of BIH (following the transfer of £95,714 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 /Amendment | Initial notification | ||||
| 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 of the financial instrument, type of instrument Identification code | Ordinary Shares of 1 pence each
ISIN: GB00BD70S874 | ||||
| b) | Nature of the transaction | Issue of 29,571,400 shares on conversion of aggregate £295,714 Convertible Loan Notes. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
29,571,400 1 pence | ||||
| e) | Date of the transaction | 11 April 2022 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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