TIDMBLU
RNS Number : 0604K
Blue Star Capital plc
04 July 2017
Blue Star Capital plc
("Blue Star" or the "Company")
Placing to raise GBP0.65 million
Director Dealing
Proposed further investment in SatoshiPay
Proposed issue of Warrants
Notice of General Meeting
Blue Star Capital plc (AIM: BLU), the investing company with a
focus on new technologies, is pleased to announce that it has
entered into a conditional agreement to acquire 2,133 ordinary
shares in the capital of SatoshiPay Ltd ("SatoshiPay") ("SatoshiPay
Sale Shares"), which, if completed, would increase the Company's
holding in SatoshiPay to approximately 31.1 per cent. (the
"Acquisition"). SatoshiPay is a nanopayment software and blockchain
company.
The total consideration for the Acquisition is EUR725,220
(approximately GBP649,790) payable in cash to Seedcoin Limited, a
subsidiary of Coinsilium Group Limited ("Coinsilium") which is the
existing holder of the SatoshiPay Sale Shares.
The Company has conditionally raised approximately GBP650,000
through the proposed issue of 325,000,000 new ordinary shares of
0.1 pence each ("Ordinary Shares") at a price of 0.20 pence per
Ordinary Share ("Placing Shares") which will be used together with
the Company's existing cash resources to satisfy the consideration
payable for the Acquisition.
The issue of the Placing Shares, the Seller Warrants and the
Director Warrants is conditional on, inter alia, Shareholders
approving certain resolutions at a General Meeting, notice of which
is being posted to shareholders today and which will be available
on the Company's website shortly. The General Meeting is to be held
at the offices of Cairn Financial Advisers LLP at Cheyne House,
Crown Court, 62-63 Cheapside, London, EC2V 6AX on 21 July 2017 at
11.30 a.m.
The Company has also agreed, conditional on completion of the
Acquisition, to grant Coinsilium 85 million warrants over new
Ordinary Shares, of which 42.5 million are exerciseable at a price
of 0.6 pence per Ordinary Share (representing a premium of 200% in
comparison to the Placing Price) and 42.5 million are exerciseable
at a price of 0.8 pence share for a 3 year period from completion
of the Acquisition (together the "Seller Warrants"). In addition,
the Directors also propose to grant the CEO of the Company, Anthony
Fabrizi, warrants over 25 million Ordinary Shares, exercisable at a
price of 0.25 pence per Ordinary Share ("Director Warrants") for a
period of 3 years.
Tony Fabrizi, CEO of Blue Star commented:
"We are delighted to have increased out shareholding in
SatoshiPay to over 30%. We continue to believe the potential for
SatoshiPay's solution is significant. Recent enhancements to
StaoshiPay's product offering has increased the Blue Star boards
confidence in the company and we are delighted to have achieved a
second increase in shareholding at the same valuation as our
initial investment."
Background and terms of the additional investment in
SatoshiPay
The Company currently has a 19.01% shareholding in SatoshiPay
following an initial subscription for 1,886 SatoshiPay Shares at a
price of EUR340 per SatoshiPay Share in January 2017 and the
acquisition of 1,471 SatoshiPay Shares, also at a price of EUR340
per SatoshiPay Share, which completed in March 2017. Following
completion of a fundraise by SatoshiPay of approximately EUR1.0
million in aggregate in March 2017, SatoshiPay, had a post-new
money valuation of approximately EUR6 million.
The Directors believe that whilst SatoshiPay is still at a
relatively early stage of development, it is making good progress
regarding commercialisation of its payment platform and that the
proposed further investment in SatoshiPay, at similar consideration
levels to Blue Star's investment in SatoshiPay to date (excluding
the Seller Warrants), offers an excellent opportunity for the
Company to increase its shareholding in SatoshiPay with the aim of
creating future value for Shareholders. Accordingly, the Company
has entered into a sale and purchase agreement ("SPA") with
Seedcoin, whereby it has agreed to purchase the SatoshiPay Sale
Shares for a total consideration of EUR725,220, equivalent to a
price of EUR340 per SatoshiPay Further Sale Share.
The SPA is conditional upon, amongst other things:
-- the passing of resolutions to be proposed at the General Meeting ("Resolutions");
-- approval by the existing shareholders of SatoshiPay of the Acquisition; and
-- Admission of the Placing Shares to trading on AIM ("Admission").
Subject to, inter alia, the Resolutions being passed at the
forthcoming General Meeting, Blue Star's total holding in
SatoshiPay will increase to 5,295 SatoshiPay Shares (being a 31.1
per cent. holding).
Placing and Director Dealing
The Company has received subscriptions from placees to subscribe
for 325,000,000 new Ordinary Shares ("Placing Shares") to raise
gross proceeds of GBP0.65 million. The Placing is conditional on,
inter alia, the passing of the Resolutions at the General Meeting,
receipt of funds, completion of the Acquisition and Admission.
The net proceeds of the Placing of approximately GBP0.59 million
together with existing cash resource of the Company, will be used
to make the Acquisition.
Subject to the conditions above being met, application will be
made for the Placing Shares to be admitted to trading on AIM.
Subject to completion of the Placing it is anticipated that
Admission will occur at 8.00 a.m. on or around 24 July 2017.
Following admission of the Placing Shares to trading on AIM, the
Company's enlarged issued share capital will comprise 1,702,900,313
Ordinary Shares ("Enlarged Share Capital").
Anthony Fabrizi, the Company's CEO, has subscribed for 5,242,041
Placing Shares at the placing price of 0.2 pence per share for a
total subscription of GBP10,484 ("Director Shares"). Assuming
completion of the Placing, Anthony Fabrizi will be interested in a
total of 25,000,000 ordinary shares, representing 1.5% of the
Enlarged Share Capital.
The subscription for the Director Shares, which remains
conditional on Shareholder approval, constitutes a related party
transaction under the AIM Rules. The independent Director, having
consulted with Cairn Financial Advisers LLP as the Company's
Nominated Adviser, considers the terms of this transaction to be
fair and reasonable in so far as Shareholders are concerned.
Director Warrants
The Directors propose to grant the Company's CEO, Anthony
Fabrizi, warrants over 25 million Ordinary Shares, exerciseable at
a price of 0.25 pence per Ordinary Share, representing a premium of
25% to the Placing Price ("Director Warrants"). The Director
Warrants are exerciseable for a period of 3 years from the date of
grant.
The Directors have historically drawn relatively low fees in
relation to the Company with the CEO receiving director fees of
GBP30,000 in the year ended 30 September 2016. Additionally, the
Directors do not currently have any option scheme or warrants
issued to them. Therefore, the Directors believe that the Director
Warrants will help to align the Director's interests with those of
Shareholders.
The grant of the Director Warrants, which remains conditional on
Shareholder approval, constitutes a related party transaction under
the AIM Rules. The independent Director, having consulted with
Cairn Financial Advisers LLP as the Company's Nominated Adviser,
considers the terms of this transaction to be fair and reasonable
in so far as Shareholders are concerned.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
and the Acquisition with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this Announcement.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities
For further information, please contact:
Blue Star Capital
plc
Tony Fabrizi +44 (0) 777 178 2434
Cairn Financial Advisers
LLP +44 (0) 20 7213 0880
(Nominated Adviser)
Emma Earl/Jo Turner
Smaller Company Capital
Limited +44 (0) 203 651 2911
(Broker)
Rupert Williams/Jeremy
Woodgate
About Blue Star Capital Plc
Blue Star is an investing company with a on new technologies.
Blue Star's investments include a 19% holding in SatoshiPay, a
nanopayment software and blockchain company; a holding in
Disruptive Tech Limited, an investing company with five investments
including a 38% holding in VNU Group LLC ("VNU") a speciality
online direct retailer of premium goods paid for through an instant
credit facility and a holding in Nektan PL; and an investment in
Sthaler, an early stage identity and payments technology business
which enables a consumer to identify themselves and pay using just
their finger at retail points of sale.
About SatoshiPay Ltd
SatoshiPay is headquartered in London with development led
through its office in Berlin. Angel funding for SatoshiPay Ltd was
supplied by Axel Springer Plug & Play and Henning Peters, seed
funding was raised through publicly listed companies Coinsilium
Group (ISDX:COIN) and FastForward Innovations (LON:FFWD).
Development of SatoshiPay's nanopayment product started in April
2015 and its beta version was released in February 2016. Find
updated information at the company's website https://satoshipay.io,
its blog https://medium.com/@SatoshiPay and Twitter
@SatoshiPay.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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