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
14 November 2024
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or the "Company")
Result of General Meeting
The board of directors of the Company (the "Board") is pleased to announce that at the General Meeting of the Company held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU at 11.00am today, all four Resolutions put to shareholders in connection with the subscription by Zarara Energy Ltd ("ZEL") for 222,407,081 new ordinary shares of 0.1 pence each in the Company (the "Subscription") - being Resolutions 1 and 2 as ordinary resolutions and Resolutions 3 and 4 as special resolutions - were duly passed unanimously, in each case on a poll.
In respect of each of the Resolutions, there were 54,817,627 votes 'For' the Resolution and no votes 'Against' the Resolution or 'Withheld'. In relation to Resolution 1, all shareholders of the Company who voted were independent for the purposes of the City Code on Takeover and Mergers.
As at 14 November 2024, there were 148,219,943 ordinary shares of 0.1 pence in the Company in issue. Shareholders are entitled to one vote per share.
The full text of each Resolution is available in the Notice of General Meeting contained in the circular to shareholders of the Company dated 29 October 2024 (the "Circular"), published on the Company's website at https://www.bihplc.com.
A copy of the Resolutions will be submitted to the FCA via the National Storage Mechanism and will shortly be available for viewing at the National Storage Mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Completion of Subscription
A further announcement regarding completion of the Subscription will be made by the Company as soon as practicable following such completion.
On completion of the Subscription, ZEL will hold shares carrying votes in respect of 60.00 per cent. of the enlarged issued share capital of the Company and 51.00 per cent. of the enlarged fully diluted share capital (if the conversion rights attaching to all the Existing Convertible Loan Notes and all the New Convertible Loan Notes (as defined in the Circular) are exercised).
For more information, please contact:-
| Boston International Holdings Plc |
|
| Christopher Pitman, Chairman | +44 (0) 7768 104329 |
| Beaumont Cornish Limited (Rule 3/Financial adviser) | |
| Roland Cornish / Asia Szusciak | +44 (0) 20 7628 3396 |
Important Notice:-
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 and the independent adviser to the Directors of the Company for the purposes of Rule 3 of the Takeover Code. 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.
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