17 November 2022
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or the "Company")
Posting of Notice of 2022 Annual General Meeting and 2021 Report and Accounts
Proposed Buy-back and Cancellation of Deferred Shares
The Directors of BIH confirm that the Company has posted to shareholders of the Company a circular containing the notice of the 2022 Annual General Meeting (the "2022 AGM Circular"), the form of proxy for use at the 2022 Annual General Meeting and the Company's annual report and accounts for the financial year ended 31 December 2021 (the "2021 Report & Accounts").
This Annual General Meeting will be held at 11.00 a.m. on Friday, 9 December 2022 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU.
The 2022 AGM Circular will be available shortly on the Company's website and can be downloaded from https://www.bihplc.com/shareholder-information/circulars. The 2022 AGM Circular has also been submitted to the National Storage Mechanism and will be available shortly at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The 2021 Report & Accounts are already available on the Company's website at https://www.bihplc.com/shareholder-information/financial-reports and have previously been submitted to the National Storage Mechanism and are available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The business of the 2022 AGM comprises 6 ordinary resolutions and 2 special resolutions, all of which are detailed in the 2022 AGM Circular.
Buy-back and Cancellation of Deferred Shares
One of the ordinary resolutions to be proposed at the 2022 Annual General Meeting is to approve the agreement to be entered into by (or on behalf of) the holders of all the 112,219,843 issued non-voting deferred shares of 0.9 pence each in the Company (the "Deferred Shares") and the Company for the buy-back and cancellation of all those Deferred Shares, which shares arose from the share capital reorganisation in May this year. The Deferred Shares are not admitted to listing on the FCA's Official List nor to trading on the London Stock Exchange's main market for listed securities (unlike the ordinary shares of 0.1 pence each in the Company) or any other exchange, are economically valueless and carry no rights to vote at a General Meeting of the Company or dividend rights. The Company is proposing to simplify its balance sheet by buying back and cancelling the Deferred Shares in accordance with the rights attaching to such Deferred Shares for an aggregate consideration of 1 pence.
The Company currently has no distributable reserves to finance the buy-back of the Deferred Shares and, therefore, this will be financed by a fresh issue of new ordinary shares in the Company. The Directors have therefore allotted and issued 100 new ordinary shares of 0.1 pence each in the Company (the "New Shares") to Richard Hartheimer (a Director of the Company), at a price of 1 pence per ordinary share (being a small premium to the current market price of an ordinary share in the Company). Part of the proceeds of the issue of the New Shares will be used to fund the aggregate 1 pence purchase price of the Deferred Shares. The board of Directors of the Company (the "Board") considers this to be the best way of funding the buy-back of the Deferred Shares given the Company currently has no distributable reserves.
Richard Hartheimer does not currently have any interest in Ordinary Shares, so that his interest in Ordinary Shares following this allotment is 100 Ordinary Shares.
Application will be made to the FCA for the New Shares to be admitted to listing on the FCA's Official List and to the London Stock Exchange for the New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (together "Admission"). It is expected that Admission of the New Shares will take place on or around 8.00 a.m. on 21 November 2022 and that dealings in the New Shares will commence at the same time.
For more information, please contact:-
| Boston International Holdings Plc |
|
| Christopher Pitman, Chairman | +44 (0) 7768 104329 |
| Beaumont Cornish Limited (Financial Adviser) |
|
| Roland Cornish | +44 (0) 20 7628 3396 |
| Peterhouse Capital Limited (Broker) | |
| Lucy Williams / Duncan Vasey / Eran Zucker | +44 (0) 20 7469 0930 |
The following information relating to the transaction by Richard Hartheimer 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 | Richard Hartheimer | ||||
| 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 0.1 pence each
ISIN: GB00BD70S874 | ||||
| b) | Nature of the transaction | Purchase of 100 shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
100 1 pence | ||||
| e) | Date of the transaction | 16 November 2022 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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