Boston International Holdings PLC Announcement of AGM and PDMR Dealings (6939G)
17 Noviembre 2022 - 1:30AM
UK Regulatory
TIDMBIH
RNS Number : 6939G
Boston International Holdings PLC
17 November 2022
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 Initial notification
/Amendment
--------------------------- --------------------------------------
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 Ordinary Shares of 0.1 pence each
of the financial
instrument,
type of instrument
Identification ISIN: GB00BD70S874
code
--------------------------- --------------------------------------
b) Nature of the Purchase of 100 shares
transaction
--------------------------- --------------------------------------
c) Price(s) and Price No. of shares
volume(s) 1 pence 100
--------------
--------------------------- --------------------------------------
d) Aggregated information
- Aggregated
volume
- Price 100
1 pence
--------------------------- --------------------------------------
e) Date of the 16 November 2022
transaction
--------------------------- --------------------------------------
f) Place of the Outside a trading venue
transaction
--------------------------- --------------------------------------
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END
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