BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or "the Company")
Notice of General Meeting and Issue of Equity
The Board of BIH, a special purpose acquisition company formed to undertake one or more acquisitions of target companies or businesses in the FX sector, confirms that further to the announcement of 2 July 2019 regarding among other matters the serious loss of capital in BIH, the Company has today posted a Circular to shareholders giving notice that a general meeting of the Company will be held at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW on 6 September 2019 at 10.30 am (the "General Meeting").
As noted in the Company's update of 2 July 2019, the value of the Company's net assets is now less than half of its called-up share capital which is deemed to be a "serious loss of capital" within the meaning of section 656 of the Companies Act 2006 ("Act"). In those circumstances, the Directors are required, under section 656 of the Act, to convene a general meeting of the Company to consider whether any, and if so what, steps should be taken to deal with the situation.
The Board is continuing to undertake a review to determine the most appropriate future strategy for BIH and will update shareholders once this has been completed. In the meantime, however, the Directors would like to ensure that they address the matters arising under section 656 of the Act.
In light of the continuing strategic review, the Board does not consider it necessary for specific resolutions to be proposed at the General Meeting. The Board does however welcome dialogue with shareholders on this point and the General Meeting will provide a forum for such discussions to take place.
The Board notes that the status of a "serious loss of capital" under section 656 of the 2006 Act imposes no immediate risk to the Company given the current solvency of its balance sheet and cash flow. The Board will prudently manage the Company's remaining cash reserves and minimise its operating expenses whilst it reviews the future strategy for BIH.
The Board is also pleased to announce is pleased to announce a subscription for 6,000,000 new ordinary shares of £0.01 ("Ordinary Shares") at a price of 5 pence per share, raising £300,000 . Accordingly, application has been made for the 6,000,000 new Ordinary Shares to be admitted to trading ("Admission") and it is expected that Admission will take place on or around 16 August 2019. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares of the Company.
Following Admission, the Company's enlarged issued share capital will comprise 36,620,948 Ordinary Shares with one voting right per Ordinary Share. No Ordinary Shares are held in Treasury. The total number of voting rights in the Company is therefore 36,620,948. This figure of 36,620,948 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
This announcement contains inside information for the purposes of Article 7 of the Regulation (EU) No 596/2014 on market abuse.
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BIH is a special purpose acquisition company listed on the standard segment of the official list, with shares traded on the main market of the London Stock Exchange. BIH is seeking to acquire a business operating in the foreign exchange ("FX") sector.
Enquiries:
Cairn Financial Advisers
Jo Turner/David Coffman +44 20 7213 0880
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