TIDMBLU
RNS Number : 8503U
Blue Star Capital plc
03 August 2020
3 August 2020
Blue Star Capital plc
("Blue Star" or the "Company")
Placing and Issue of Equity
Blue Star Capital plc (AIM: BLU), the investing company with a
focus on esports, payments, technology and its applications within
media and gaming, announces that it has raised GBP550,000 before
expenses by way of a placing of 366,666,667 new ordinary shares
("Placing Shares") at 0.15p each ("the Placing Price") (the
"Placing") and a grant of an equal number of warrants to subscribe
for new ordinary shares at a price of 0.25p. In addition, the
Company has settled liabilities due of GBP16,000 by way of issue of
10,666,667 new ordinary shares at the Placing Price.
The Company intends to use the proceeds of the Placing for
additional working capital and to provide funds for investment. In
particular, the Company is aware that its investee Company, Dynasty
eSports Pte Ltd ("Dynasty") is shortly intending to raise
approximately US$2,000,000 and it is the Company's intention to
exercise its anti-dilution rights and subscribe for such shares as
to maintain its shareholding. Blue Star currently holds 13.0 per
cent. of the issued share capital of Dynasty.
Placing and Admission
Subject to all conditions being met, application will be made
for the Placing Shares, which represents approximately 9.8 per cent
of the existing issued share capital of the Company, to be admitted
to trading on AIM ("Admission") in two tranches to coincide with
settlement. The first tranche will comprise 182,666,667 Placing
Shares ("First Tranche Placing Shares") for which application will
shortly be made. Admission of the balance of 184,000,000 Placing
Shares ("Second Tranche Placing Shares") is expected to occur on or
around 1 September 2020. Nicholas Slater, an existing substantial
shareholder who holds 503,787,293 shares representing 13.41 per
cent of the Company's issued share capital, has invested GBP175,000
in the Placing representing 116,666,667 Placing Shares at the
Placing Price. As a result of his participation in the Placing, on
Admission of all of the Placing Shares, Nicholas Slater will be
interested in 620,453,960 ordinary shares representing 15.0 per
cent. of the Company's enlarged issued share capital.
As part of the Placing, the Company has conditionally granted
investors in the Placing warrants to subscribe for new shares equal
to the number of Placing Shares acquired. As a result, the Company
has, subject to Admission, conditionally granted warrants to
subscribe for 366,666,667 ordinary shares at a price of 0.25p per
share with an expiry date of 6 November 2021.
In addition to the Placing, Derek Lew, a director of the Company
has invested GBP10,000 by electing to receive accrued director's
remuneration and expenses in shares at the Placing Price. The
Company has further issued 4,000,000 new ordinary shares in
satisfaction of outstanding amounts due to a service provider. As a
result, the Company has issued a further 10,666,667 shares in
addition to the First Tranche Placing Shares (together "New
Ordinary Shares").
The New Ordinary Shares will rank pari passu with the existing
ordinary shares. Application will shortly be made to the London
Stock Exchange to admit the 193,333,334 New Ordinary Shares to
trading on AIM which is expected to occur on or around 7 August
2020. Admission of the Second Tranche Placing Shares is expected to
occur on or around 1 September 2020.
Related Party Transactions
The participation in the Placing by Nicholas Slater, a
substantial shareholder, and the investment by Derek Lew, a
director of the Company, constitute related party transactions
pursuant to Rule 13 of the AIM Rules for Companies.
The directors, with the exception of Derek Lew for the purposes
of considering his investment, consider, having consulted with the
Company's nominated adviser, Cairn Financial Advisers LLP, that the
terms of the transactions are fair and reasonable insofar as
shareholders are concerned.
Total Voting Rights
Following Admission of the New Ordinary Shares, the Company's
issued share capital will comprise 3,949,249,518 ordinary shares
which may be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest
in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules. The Company does not hold any
shares in treasury.
Tony Fabrizi, CEO of Blue Star said: "This fundraise puts Blue
Star in a strong position to support its portfolio companies as
many of them enter an important phase of their development. Dynasty
has made significant progress and we are excited to support their
ambitious growth plans. We are confident that our portfolio
companies are well positioned and look forward to updating the
market on their progress throughout the remainder of 2020."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Blue Star Capital plc +44 (0) 777 178 2434
Tony Fabrizi
Cairn Financial Advisers
LLP +44 (0) 20 7213 0885
(Nominated Adviser & Broker)
Jo Turner / Liam Murray
About Blue Star Capital plc
Blue Star is an investing company with a focus on new
technologies. Blue Star's investments include a 27.7% holding in
SatoshiPay, a payments business using blockchain technology;
investments in 6 early stage esports companies with shareholdings
ranging from 10% to 18% and a 0.9% investment in Sthaler, an
identity and payments technology business which enables consumers
to identify themselves and pay using just their finger.
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
------ --------------------------------------------------------------------------------
a. Name a) Derek Lew
----------------------------------------
2 Reason for notification
-------------------------------------- ----------------------------------------
a. Position/Status a) Non-Executive Director
-------------------------------------- ----------------------------------------
b. Initial notification/ Initial
Amendment
-------------------------------------- ----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------
a. Name Blue Star Capital plc
--------------------------------------
b. LEI 213800Y6XGR31P2LKT12
-------------------------------------- ----------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
------ --------------------------------------------------------------------------------
a. Description of Ordinary Shares
the financial
instrument, type GB00B02SSZ25
of instrument
Identification
Code
-------------------------------------- ----------------------------------------
b. Nature of the Director's subscription
transaction
-------------------------------------- ----------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
-------------------------------------- --------------------
a) 0.15p 6,666,667
------------------------------------------------------------------ -------------
d. Aggregated information
- Aggregated Volume n/a
- Price
-------------------------------------- ----------------------------------------
e. Date of the transaction 3/08/2020
-------------------------------------- ----------------------------------------
f. Place of the transaction UK
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This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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