TIDMBLU
RNS Number : 2945Y
Blue Star Capital plc
02 March 2017
Blue Star Capital plc
("Blue Star" or the "Company")
Proposed Further Investment in SatoshiPay
Notice of General meeting
Blue Star Capital plc (AIM: BLU), the investing company with a
focus on technology and its applications within media and gaming,
is pleased to announce that it intends to increase its holding in
SatoshiPay Ltd ("SatoshiPay"), a nanopayment software and
blockchain company, to approximately 19.1 per cent. through the
acquisition of a further 1,471 ordinary shares of EUR0.01 each in
the capital of SatoshiPay (the "Acquisition"). The total
consideration for the Acquisition is EUR500,140 (approximately
GBP425,119) to be satisfied entirely through the issue of
268,213,880 new ordinary shares of 0.01 pence each in the capital
of the Company (the "Consideration Shares"). Completion of the
Acquisition is conditional on the passing of 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.
Further details on the Acquisition are set out below.
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 20 March 2017 at 2 p.m.
Background and terms of the additional investment in
SatoshiPay
On 16 January 2017, the Company announced that it had entered
into a conditional agreement to subscribe for an amount of EUR0.64
million in SatoshiPay (the "Investment"). The Company announced
completion of the Investment on 31 January 2017, having subscribed
for 1,886 ordinary shares of EUR0.01 each in the capital of
SatoshiPay ("SatoshiPay Shares") at a price of EUR340 per
SatoshiPay Share.
Following completion of a fundraise by SatoshiPay of
approximately EUR1.0 million in aggregate (including the
Investment), Blue Star has a 10.68 per cent. holding in SatoshiPay,
which has a post-new money valuation of approximately EUR6
million.
On 1 March 2017, the Company entered into a sale and purchase
agreement ("SPA") with FastForward Innovations Limited
("FastForward") pursuant to which the Company agreed to purchase
1,471 SatoshiPay Shares for a total consideration of EUR500,140
(approximately GBP425,119), equivalent to a price of EUR340 per
SatoshiPay Share. The consideration payable is to be satisfied
entirely through the issue of the Consideration Shares to
FastForward, at a price of 0.1585 pence per ordinary share, being
the average mid-market price for the ten trading days prior to this
announcement.
The SPA is conditional upon:
-- the passing of certain resolutions at the General Meeting ("Resolutions"); and
-- admission of the Consideration Shares to trading on AIM ("Admission").
Pursuant to the SPA, FastForward has agreed that the
Consideration Shares will be subject to lock-in and orderly market
arrangements as follows:
- 89,404,627 of the Consideration Shares will be subject to a
lock in for a period of three months following Admission followed
by a three month orderly market requirement;
- 89,404,627 of the Consideration Shares will be subject to a
lock in for a period of six months following Admission followed by
a three month orderly market requirement; and
- 89,404,626 of the Consideration Shares will be subject to a
lock in for a period of nine months following Admission followed by
a three month orderly market requirement.
Subject to, inter alia, the Resolutions being passed at the
forthcoming General Meeting, Blue Star will purchase 1,471
SatoshiPay Shares from FastForward resulting in:
-- the issue of the Consideration Shares to FastForward; and
-- Blue Star's total holding in SatoshiPay increasing to 3,357
SatoshiPay Shares with Blue Star's interest in SatoshiPay therefore
increasing from 10.68 per cent. to 19.10 per cent.
Application will be made for the Consideration Shares to be
admitted to trading on AIM. Subject to completion of the SPA, it is
expected that Admission will become effective and dealings in the
Consideration Shares will commence at 8.00 a.m. on 21 March 2017.
The Consideration Shares will be credited as fully paid and rank
pari passu with the Company's existing ordinary shares. Following
Admission, the Company's enlarged issued share capital will
comprise 1,235,043,170 ordinary shares and FastForward will be
interested in approximately 21.7 percent. of the issued share
capital of the Company.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR").
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 focus on technology and
its applications within media and gaming. Blue Star's investments
include a 10.7 per cent. 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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