CLNs - extention and variation

Boston International Holdings PLC

25 March 2026

 

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 (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018), as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

25 March 2026

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Extension of Final Repayment Date, Amendment of Conversion Price

and Other Amendments in respect of Convertible Loan Notes

Further to the Company's announcement on 6 March 2026, the board of directors of BIH (the "BIH Board") announces that the 'Final Repayment Date' of all the CLNs referred to in that announcement (with the exception of £33,815.86 principal of such convertible loan notes held by 05 Management Limited) has been extended (with the consent of the holders in all cases) to 31 December 2027, the conversion price of all such Convertible Loan Notes has been amended to 0.428 pence per share, being the average BIH share price over the 30 days prior to 4 March 2026, and some amendments to such convertible loan notes have also been made to reflect, inter alia, the provisions of the UK Listing Rules and of the new 'Prospectus Rules: Admission to Trading on a Regulated Market' sourcebook published by the Financial Conduct Authority (the "CLNs Extension & Variations").

In the case of 05 Management Limited ("05 Management") (a company controlled by Christopher Pitman, a Director of the Company), the £33,815.86 principal of convertible loan notes (No. 5), which represented direct expenses previously incurred by 05 Management on the Company's business, has reverted back to being an interest-bearing loan to the Company and repayable on 31 December 2027 (or if earlier, the date of completion of an equity fundraising by the Company carried out in conjunction with an RTO) (the "05 Management Expenses Loan").

'Related party transactions'

The CLNs Extension & Variations in respect of the £147,857 nominal zero coupon convertible unsecured loan notes (No. 3) all of which are held by Borden James (a Director of BIH), £5,804.38 and £5,804.39 of the aggregate £23,217.54 nominal zero coupon convertible unsecured loan notes (No. 4) which are respectively held by Christopher Pitman and Borden James (both Directors of BIH) and £58,999.92 and £52,083.25 of the aggregate £246,982.20 nominal zero coupon convertible unsecured loan notes (No. 5) which are respectively held by Christopher Pitman and Borden James (both Directors of BIH) and the 05 Management Expenses Loan (with 05 Management, a company owned by Christopher Pitman), constitute 'material related party transactions' for the purposes of DTR 7.3.8R of the FCA's Disclosure Guidance and Transparency Rules. 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 Chris Pitman (and 05 Management) and with Borden James has been separately considered and in so doing, each such Director who is the 'related party' has not taken part in the BIH Board's consideration of each transaction and has not exercised his votes on the relevant BIH Board resolution (insofar as it related to such 'related party transactions').

For more information, please contact:-

Boston International Holdings Plc
Christopher Pitman, Chairman	[e-mail]

 

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