FastForward Innovations Limited Proposed Disposal of interest in SatoshiPay (2907Y)
02 March 2017 - 6:00PM
UK Regulatory
TIDMFFWD
RNS Number : 2907Y
FastForward Innovations Limited
02 March 2017
7.00am on 2 March 2017
FastForward Innovations Ltd
("FastForward" or the "Company")
Proposed Disposal of interest in investee company, SatoshiPay
Limited
The Company is pleased to announce that it has today reached
agreement with Blue Star Capital PLC ("Blue Star") to sell its
entire holding of 1,471 shares in investee company SatoshiPay Ltd
("SatoshiPay") (together the "Disposal"). The Disposal is
conditional on Blue Star's shareholders approving the issue of the
Consideration Shares as the consideration will be satisfied via the
issue of new shares in Blue Star, as further set out below. The
consideration price of EUR340 per SatoshiPay Share is based on the
price per share at which SatoshiPay recently raised EUR1.0million
and the Disposal is expected to result in FastForward acquiring an
interest of approximately 21.7 per cent. in the enlarged issued
share capital of Blue Star.
Details of proposed disposal
On 1 March 2017, the Company and Blue Star entered into a sale
and purchase agreement ("SPA") under the terms of which Blue Star
has agreed to purchase 1,471 shares in SatoshiPay for a total
consideration of EUR500,140 (approximately GBP425,119), equivalent
to a price of EUR340 per SatoshiPay share. Sale of the Company's
interest in SatoshiPay at a price of EUR340 per share represents an
increase of 212.5% in value since the time of the Company's
original investment in September 2015.
The consideration is to be satisfied entirely through the issue
of 268,213,880 new shares of Blue Star (the "Consideration Shares")
each at an implied price of 0.1585 pence per share, being the
average mid-market price for the ten trading days prior to this
announcement. Following issue of the Consideration Shares, the
Company will be interested in approximately 21.7 per cent. of the
enlarged share capital of Blue Star.
The SPA is conditional upon, amongst other things:
-- the passing of certain resolutions at a general meeting of
Blue Star shareholders (the "Resolutions") scheduled for 2pm on 20
March 2017; and
-- admission of the Consideration Shares to trading on AIM ("Admission").
Pursuant to the SPA, the Company 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.
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 the Admission will become effective and dealings in
the Consideration Shares will commence at 8.00 a.m. on 21 March
2017.
Notice of the General Meeting has been posted today and will be
available on the Blue Star website.
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 a speciality online direct retailer of
premium goods paid for through an instant credit facility; 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. As at 30 September 2016, Blue Star reported Net
Assets of GBP1.76million including cash of GBP51,184 and a Loss for
the period of GBP165,005. Further details can be found at
http://www.bluestarcapital.co.uk
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.
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.
For further information please visit www.fstfwd.co or
contact:
FastForward Innovations Limited
info@fstfwd.co
Josh Epstein / Ian Burns
Beaumont Cornish Limited (Nomad)
James Biddle / Roland Cornish
Tel: +44 207 628 3396
Optiva Securities Limited (Broker)
Ed McDermott/ Jeremy King
Tel: +44 (0) 203 137 1902
CAUTIONARY STATEMENT
The AIM Market of London Stock Exchange plc does not accept
responsibility for the adequacy or accuracy of this release. No
stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein. All
statements, other than statements of historical fact, in this news
release are forward-looking statements that involve various risks
and uncertainties, including, without limitation, statements
regarding potential values, the future plans and objectives of Fast
Forward Innovations Ltd. There can be no assurance that such
statements will prove to be accurate, achievable or recognizable in
the near term.
Actual results and future events could differ materially from
those anticipated in such statements. These and all subsequent
written and oral forward-looking statements are based on the
estimates and opinions of management on the dates they are made and
are expressly qualified in their entirety by this notice. Fast
Forward Innovations assumes no obligation to update forward-looking
statements should circumstances or management's estimates or
opinions change.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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