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Fragrant Prosperity Holdings Ltd: Issue of Debt
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On 24 May 2021 Fragrant Prosperity Holdings Limited (LSE: FPP) announced the potential acquisition of CiiTECH Limited and the entry into a letter of Intent (the “LOI”).  Although the exclusivity period in the LOI has expired, the Company has continued to progress the transaction with CiiTECH and it is now reaching its closing stages.  The Company has submitted a complete draft of the prospectus to the FCA containing details of the proposed acquisition of CiiTECH and is in the advanced stages of seeking FCA approval for that prospectus.

On 13 December 2019, the Company constituted a convertible loan note instrument to issue unsecured convertible loan notes (“Notes”) up to an aggregate amount of £420,000 (the “Instrument”).  On the same date, Mr. Stanley Hutton Rumbough subscribed for £210,000 of Notes for cash pursuant to a subscription agreement (the “Subscription Agreement”) dated the same date and was granted an option to subscribe for £110,000 in additional Notes (the “Option”).

The Instrument and the Option were subsequently amended pursuant to a letter of amendment and restatement dated 5 June 2020 (the “Amendment Letter”).  On the same date Mr Rumbough acquired £100,000 of Notes the pursuant to exercise of the Option and a new option letter (the “Replacement Option Letter”) was entered into giving rights to Mr Rumbough to subscribe for an additional £250,000 of Notes.


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