Forte Energy NL
AIM : FTE

August 30, 2016 02:00 ET

Restructuring of Convertible Note Agreements

                                                                                    BOS Global Holdings NL
                                                                                           ACN 009 087 852
                                                                                                          
                                                                                               AIM Release
                                                                                            30 August 2016

Restructuring of Convertible Note Agreements

BOS  Global Holdings NL ("BOS" or "the Company") (AIM: BOS), is pleased to advise that it has today entered
into  revised agreements with its existing Convertible Note holders and entered into a new Convertible Note
agreement.

The  existing  Convertible Note agreement with Capresi Consolidated Limited ("Capresi") (the "Capresi  Note
Agreement") has been amended such that:
    *        the  total  principal loan amount available under the Capresi Note Agreement is  reduced  from
            £300,000 to £200,000 (currently drawn down £148,000);
    *       the loan amount is to be converted at a fixed conversion rate of 6 pence per share, being a 25%
            discount to the expected price for BOS shares at Admission to trading on AIM ("Admission Price")
            of 8 pence per share, instead of converting at a 30% discount to an average weighted market 
            price calculated from selected trading days during the 5 trading days prior to conversion;
    *       conversion is to occur on or before 31 October 2016; and
    *       conversion will result in the issue of 3,333,334 fully paid ordinary shares to Capresi.

The  existing Convertible Note agreement with DJ Family Trust ("DJFT") ("the DJFT Note Agreement") has been
amended such that:
    *       the total principal loan amount available under the DJFT Note Agreement is reduced from £600,000
            down to £325,000 (currently drawn down £168,000);
    *       the loan amount is to be converted at a fixed conversion rate of 6 pence per share, being a 25%
            discount to the Admission Price of 8 pence per share, instead of converting at a 30% discount to 
            an average weighted market price calculated from selected trading days during the 5 trading days
            prior to conversion;
    *       conversion is to occur on or before 30 November 2016;
    *       conversion will result in the issue of 5,416,667 fully paid ordinary shares to DJFT; and
    *       shares issued in relation to conversions under the DJFT Note Agreement will be subject to a 12-
            month lock-in agreement from the date of conversion.
    *       Shares cannot be loaned

The  Company  has  also  entered into a second Convertible Note agreement with DJFT  (the  "New  DJFT  Note
Agreement"). The principal terms of the New DJFT Note Agreement include:
    *       a  total principal amount of up to £1,392,000 will be provided in fixed monthly instalments of
            £116,000, for a period of 12 months commencing 15 December 2016;
    *       interest is payable at 1.67% of the balance outstanding under the agreement at the end of each
            month (annual rate of interest 20%);
    *       the Company has the option to cease drawdowns under the New DJFT Note Agreement by providing DJFT
            with 30 days' written notice;
    *       conversion is to occur on or about 15 November 2017;
    *       the conversion price is fixed at 16 pence per share, which is a premium of 100% to the Admission
            Price of 8 pence;
    *       each monthly instalment of £116,000 will entitle DJFT to receive 725,000 shares upon conversion;
            and
    *       shares issued in relation to conversions under the New DJFT Note Agreement will be subject to a 
            12-month lock-in agreement from the date of conversion.
    *       Shares cannot be loaned

Larry  Shutes, the independent chairman of BOS, welcomed the revised funding as it provides the opportunity
for  the  Company  to  accelerate its development of the BOS 360 Work Patterns  and  redevelopment  of  its
Meetingly and Kronologica products.

DJFT is an Australian incorporated investment trust established for the management of the wealth of Michael
Travia  and  his family, of which Michael Travia is the sole trustee, and which is a related party  of  the
Company.  The revision of the DJFT Note Agreement and the entering into of the New DJFT Note Agreement  are
considered to be a related party transaction under rule 13 of the AIM Rules for Companies.

With the exception of Michael Travia, the Company's directors consider, having consulted with its nominated
adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.



For further information, contact:

Michael Travia, Managing Director
BOS Global Holdings NL                   Tel: +61 (0) 8 9322 4071

Oliver Morse
RFC Ambrian Ltd                          Tel: +61 (0) 8 9480 2500
(AIM Nominated Adviser to the Company)


BOS Global Holdings NL

Suite 3, Level 3
1292 Hay Street
West Perth WA 6005
Ph: +61 (0)8 9322 4071
Fax: +61 (0)8 9322 4073
Email: info@forteenergy.com.au
Web: www.forteenergy.com.au

Contact Information

  • Forte Energy NL