Acquisition Update & New Convertible Loan Notes

Boston International Holdings PLC

03 January 2024

 

The information contained within this announcement is deemed by the Company to constitute 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"). Upon the publication of this announcement via a Regulatory Information Service, this information is considered to be in the public domain.

For immediate release

3 January 2024

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Update on the Proposed Acquisition and Issue of New Convertible Loan Notes

Further to the announcement on 5 October 2023 regarding the proposed conditional acquisition by the Company of a Seychelles company, Hyperion Resources Limited ("Hyperion") (the "Proposed Transaction"), the board of directors of BIH (the "Board") is pleased to confirm that the transaction is progressing in relation to the reverse takeover of Hyperion and seeking re-admission of the Company's ordinary shares to a standard listing of the Official List and to trading on the London Stock Exchange's Main Market as soon as practicable (the "Re-Admission"). There can be no certainty that the Proposed Transaction will complete as the Re-Admission remains subject to a number of conditions and regulatory approvals including the approval by the FCA of a prospectus and agreeing the eligibility under Listing Rule 14. Subject to this, it is envisaged that the existing listing will be cancelled and the enlarged issued share capital will be admitted to the Official List and to trading on the Main Market for listed securities of the London Stock Exchange.

The Company will make further updates in due course as the Proposed Transaction progresses.

In addition, to provide additional working capital for the Company, on 3 January 2024 the Directors of BIH have each individually subscribed for a total of £23,217.54 new zero coupon convertible unsecured loan notes (the "New 2024 Loan Notes"). The New 2024 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 2024 Loan Notes is considered to be a material related party transaction for the purposes of DTR 7.3.8R.

For more information, please contact:-

Boston International Holdings Plc
Christopher Pitman, Chairman	[phone]
Beaumont Cornish Limited (Financial Adviser) Roland Cornish / Asia Szusciak	[phone]
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey	[phone]

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is Financial Adviser to the Company in relation to the matters referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

 

END