Convertible Loan Notes Extended, Update on Results

Boston International Holdings PLC

02 October 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

2 October 2024

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Extension of Final Repayment Date of Outstanding Convertible Loan Notes 2024 and Update on Financial Results

The board of directors of BIH (the "BIH Board") announces that the 'Final Repayment Date' of all outstanding convertible loan notes issued by the Company, being:-

-      £30,000 nominal zero coupon convertible unsecured loan notes 2024 of the £125,714 nominal of such loan notes originally issued on 12 April 2021 (as subsequently varied);

-      £51,000 nominal zero coupon convertible unsecured loan notes (No. 2) 2024 of the £251,000 nominal of such loan notes originally issued on 7 July 2021 (as subsequently varied);

-      £147,857 nominal zero coupon convertible unsecured loan notes (No. 3) 2024 originally issued on 27 April 2022 (as subsequently varied); and

-      £23,217.64 nominal zero coupon convertible unsecured loan notes (No. 4) 2024 originally issued on 3 January 2024;

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, inter alia, the new UK Listing Rules and the new FCA Listing categories.

Related party transactions

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 BIH, constitute 'material related party transactions' for the purposes of DTR 7.3.8R. Considering the Company's need to conserve cash and to put its Convertible Loan Note arrangements on a solvent basis, the BIH Board considers that the terms of such 'related party transactions' are fair and reasonable insofar as the shareholders of the Company as a whole are concerned and accordingly has approved them. In the BIH Board's consideration, each transaction with individual Directors has been separately considered and in so doing, each Director who is the 'related party' has not taken part in the Board's consideration of each transaction and has not voted on the relevant BIH Board resolution.

Update on publication of financial results

The Company is working with its Auditors on finalisation of the Company's annual report and audited accounts for the year ended 31 December 2023 ("2023 Accounts") and anticipates that these will be published in the coming days. Additionally, the Company is also currently preparing its unaudited half year report for the six months ended 30 June 2024 which is expected to be published shortly after the 2023 Accounts are released.

For more information, please contact:-

Boston International Holdings Plc
Christopher Pitman, Chairman	[phone]

 

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