Further to the announcement dated 18 December 2017, BOS GLOBAL Holdings Limited (“BOS GLOBAL” or the “Company”) provides the following update.
After an unsuccessful attempt, involving Innovation Corporation Limited (“Innovation”), historically the Company’s primary funding provider, to complete a private placing on 1 December 2018, the Directors had been pursuing an approach from an alternative funding group. Discussions with the alternative funding partner have now ceased without any funding being provided to the Company.
A further offer was received late in the afternoon on 19 December 2017 from a group of shareholders (the “Group”) comprising Graeme Edgar Hopgood, Scorus Capital Pty Ltd, Scorus Capital Innovations Pty Ltd, William Nicholas Giles, DJ Family Group Pty Ltd, Innovation Corporation Limited, Travia Superannuation Pty Ltd and National Accounts Pty Ltd ATF Bluerock Ventures Trust (“the Proposal”). The Board has sought further details as it considers that the Proposal is incomplete and does not contain sufficient detail to be fully assessed and contains conditions on external parties who may be unwilling or unable to provide these undertakings or assurances. The contents of the Proposal, including the quantum of funding being proposed, are however of sufficient interest such that the Company is urgently working with the Group in an effort to produce a more fully formed offer that may enable the Company to continue as a going concern for the benefit of shareholders, creditors and other stakeholders. With the cessation of discussions with the alternative funding partner, and in the absence of the Proposal, the Directors believed that only remaining option for the Company was voluntary administration, and thus the Proposal is seen as an alternative route worth pursuing.
Mr. Adam Webb and Mr. David Ireland, the two directors who are subject to re-election at the AGM scheduled to be held tomorrow, have now indicated their intention to resign as directors prior to the meeting. Should this occur, the ability for the sole remaining Director, Mr Mark Uren, to act are significantly restricted pursuant to the Company’s constitution, which states that if the number of Directors is below the minimum fixed by the constitution, being a total of three (3), the Directors must not act except in emergencies, for appointing one or more Directors in order to make up a quorum for a meeting of Directors, or to call and arrange to hold a meeting of Members. Mr Uren is expected to be appointed Chairman in anticipation of the resignations tomorrow. The Company is seeking replacement directors, who are likely to be put forward by the Group.
The AGM will proceed at 10:30am (EDST Australia) tomorrow, although both resolutions contained in the Notice of Meeting (for the re-election of Adam Webb as a director of the Company and for the re-election of David Ireland as a director of the Company) will be withdrawn upon the resignation of Mr Webb and Mr Ireland.
With the uncertainty regarding its financial position and board composition, the Company considers that there is a significant risk that it would not be able to complete the audit process in time to meet the requirement of AIM Rule 19 for publication of the Accounts by 29 December 2017.
The requirement of AIM Rule 19 is that annual accounts must be published not later than six months after the end of the accounting period to which they relate. Publication of the Accounts after 29 December 2017 would result in the suspension of trading in the Company’s shares on AIM until at least the date that the Accounts have been published.
The Company has therefore requested that trading in the Company’s securities on AIM is suspended immediately pending clarification of the Company’s financial position, its Board composition and the publication of its annual accounts.
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