AIM Schedule One Update - Tiso Blackstar Group SE (7767J)
30 June 2017 - 11:00PM
UK Regulatory
TIDMTBGR
RNS Number : 7767J
AIM
30 June 2017
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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TISO BLACKSTAR GROUP SE ("Tiso Blackstar" or
the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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The current application relates to a migration
of the holding company from Malta to the United
Kingdom ("UK"), pursuant to Article 8 of Council
Regulation (EC) No. 2157/2001 of 8 October 2001
of the statute for a European Company (the "Migration").
Current address in Malta:
3rd Floor Avantech Building
St Julian's Road
San Gwann
SGN 2805
Malta
Registered office and address once the Migration
of the Company to the UK occurs:
Berkeley Square House
Berkeley Square
Mayfair
London
W1J 6BD
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COUNTRY OF INCORPORATION:
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The Company is a European public limited company
(Societas Europaea) and from the date the Migration
becomes effective will be registered in England
and Wales.
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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http://www.tisoblackstar.com/aim-rule-26/
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF
OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION
IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER
UNDER RULE 14, THIS SHOULD BE STATED:
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Tiso Blackstar Group SE is the holding company
of a media, entertainment and marketing solutions
group operating market leading newspaper, broadcast,
digital and events properties focused on providing
quality content and services to its varied audiences.
The Company has a broad spectrum of existing
businesses with strong exposure to rapidly growing
digital and mobile markets. Tiso Blackstar's
current geographic footprint is predominantly
in South Africa and also includes growing businesses
in Kenya, Ghana and Nigeria.
Current media and related services businesses
include:
* Publishing (Newspapers & Magazines - Digital & Print)
- South Africa's largest English language publisher,
South Africa's largest Sunday paper and business
paper, second largest digital publisher.
* Broadcasting (TV and Radio) - leading positions in
lifestyle, business and motoring TV channels, TV
production, film distribution, music catalogues and
radio stations (Kenya, Ghana, Nigeria, KZN and
Mpumalanga).Retail and brand marketing solutions
(Software, process automation, data, in-store, point
of sale) - Hirt & Carter and Uniprint are market
leaders.
--
Tiso Blackstar retains ownership in the following
non-media related businesses which have been
identified as non-core businesses to be sold
at the appropriate time:
* Robor - the largest steel tube and pipe manufacturer
and supplier across Africa.
* CSI - consisting of GRS, which is the leading metal
roof sheeting manufacturer and supplier in SADC,
together with Stalcor, which is the leading
distributor of stainless steel and aluminium in South
Africa.
* KTH - A diversified, empowered investment holding
company with investments across sectors including
media, services, mining and manufacturing. On 13
December 2016, Tiso Blackstar announced the
conditional sale of its 22.9% interest in KTH.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING
ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES
(i.e. where known, number and type of shares,
nominal value and issue price to which it seeks
admission and the number and type to be held
as treasury shares):
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The Company currently has, and intends to admit,
the following issued share capital:
* Issued: 268,291,260 ordinary shares of EUR0.76 each
Of these, at 30 June 2017 the Company held 3,012,349
treasury shares.
4,612,256 shares are currently held by management
and restricted solely under the rules of the
management incentive scheme.
There are no restrictions as to transfer of
the securities.
Other than the securities mentioned, the Company
does not have any other securities.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
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N/A - Admission is only required as a consequence
of the Migration of the Company from Malta to
England and Wales.
The anticipated market capitalisation on Admission
is GBP160 million.
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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192,063,286 ordinary shares are not in public
hands, representing 71.6% of the issued share
capital.
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM
TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED
TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS
AIM SECURITIES) ADMITTED OR TRADED:
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United Kingdom: AIM
South Africa: Altx market of the JSE
The Company announced on 19 May 2017 that it
has received approval from the JSE Limited ("JSE")
to transfer its listing from a secondary listing
on Altx of the JSE to a dual primary listing
on the Main Board of the JSE. The approval is
subject to the Company's Articles of Association
being amended to comply with the JSE Regulations
and the successful Migration of the Company
to the United Kingdom.
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED
DIRECTORS (underlining the first name by which
each is known or including any other name by
which each is known):
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* David Kwame Tandoh Adomakoh - Non-executive Group
Chairman
* John Broadhurst Mills - Non-executive Group Deputy
Chairman
* Nkululeko Leonard Sowazi - Non-executive Director
* Andrew David Bonamour - Non-executive Director
* Marcel Ernzer - Non-executive Director
* Richard Thomson Wight ("Tom") - Non-executive
Director
* Harishkumar Kantilal Mehta ("Harish") - Non-executive
Director
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS
EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE
CAPITAL, BEFORE AND AFTER ADMISSION (underlining
the first name by which each is known or including
any other name by which each is known):
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There will be no change in the significant shareholders
before and after the admission. The significant
shareholders are as follows:
Shareholder Total shares % of issued
held share capital
(net of treasury
shares)
------------------------------- ------------- ------------------
Tiso Investment Holdings
Pty Ltd 53,787,536 20.3%
------------------------------- ------------- ------------------
Kagiso Asset Management
Pty Ltd 43,506,031 16.4%
------------------------------- ------------- ------------------
Tiso Foundation Charitable
Trust 38,984,567 14.7%
------------------------------- ------------- ------------------
Public Investment Corporation
SOC Ltd 27,716,143 10.4%
------------------------------- ------------- ------------------
Peregrine Holdings 15,733,242 5.9%
------------------------------- ------------- ------------------
Credit Suisse Private
Banking 12,223,500 4.6%
------------------------------- ------------- ------------------
Mehta Family Trusts 11,301,129 4.3%
------------------------------- ------------- ------------------
Andrew Bonamour(*) 8,781,980 3.3%
------------------------------- ------------- ------------------
(*) This includes shares held by funds associated
with Andrew Bonamour.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION
IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(this may be represented by unaudited interim
financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST
THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
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(i) Accounting reference date: 30 June
(ii) Main financial information: Unaudited six
month period ending 31 December 2016
(iii) Dates:
* Annual accounts for the period 30 June 2017 to be
presented around 30 September 2017.
* Half yearly report for the period 31 December 2017 to
be presented around 31 March 2018.
* Annual accounts for the period 30 June 2018 to be
presented around 30 September 2018.
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EXPECTED ADMISSION DATE:
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3 July 2017.
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Northland Capital Partners Limited
4(th) Floor
60 Gresham Street
London
EC2V 7BB
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NAME AND ADDRESS OF BROKER:
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Northland Capital Partners Limited
4(th) Floor
60 Gresham Street
London
EC2V 7BB
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT,
DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS)
THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION
OF ITS SECURITIES:
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N/A - application is for a quoted applicant
in relation to the Migration of its holding
company from Malta to the UK. Previous Admission
Documents containing full details about the
applicant and the admission of its securities
are available on the Company's website at: www.tisoblackstar.com.
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DATE OF NOTIFICATION:
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30 June 2017
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NEW/ UPDATE:
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Update
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QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
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THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH
THE APPLICANT'S SECURITIES HAVE BEEN TRADED:
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The Company is currently admitted to AIM; the
application is solely in relation to the Migration.
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THE DATE FROM WHICH THE APPLICANT'S SECURITIES
HAVE BEEN SO TRADED:
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The Company was re-admitted to AIM on 8 June
2015 following completion of substantial acquisitions.
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CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL
ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL
AND REGULATORY REQUIREMENTS INVOLVED IN HAVING
ITS SECURITIES TRADED UPON SUCH A MARKET OR
DETAILS OF WHERE THERE HAS BEEN ANY BREACH:
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Confirmed.
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AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS
OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE
PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE
OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
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http://www.tisoblackstar.com/announcements/
and http://www.tisoblackstar.com/publications/
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DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING
ADMISSION INCLUDING, IN THE CASE OF AN INVESTING
COMPANY, DETAILS OF ITS INVESTING STRATEGY:
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In its interim results for the six months ended
31 December 2016, the Company stated that the
business had made significant progress in implementing
its strategy of becoming a media and related
services group and these results reflected the
positive effects of this new focus. The interim
results marked the first time that Tiso Blackstar
had reported results on a consolidated basis.
During the period, on 13 December 2016 the Company
also announced the sale of its non-core 22.9%
interest in Kagiso Tiso Holdings Proprietary
Limited ('KTH') to Kagiso Capital Proprietary
Limited ("Kagiso Capital") for a cash consideration
of R1.5 billion (GBP90 million).
The Company is currently looking at acquisition
opportunities both in South Africa and internationally
that should add to the earnings of the Group.
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A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL
OR TRADING POSITION OF THE APPLICANT, WHICH
HAS OCCURRED SINCE THE OF THE LAST FINANCIAL
PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN
PUBLISHED:
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On 19 May 2017, the Company announced an update
on the conditional disposal of KTH referred
to above, whereby KTH has conditionally agreed
to repurchase the Company's entire shareholding
of 213,235 ordinary shares in KTH constituting
22.9% of KTH's issued ordinary share capital
(excluding treasury shares) ("KTH Repurchase").
Accordingly, Tiso Blackstar and Kagiso Capital
have agreed to cancel the initial sale and purchase
agreement.
The KTH Repurchase price, which is the same
as for the structure previously announced, is
ZAR1.5 billion (approximately GBP86 million)
but will be paid over a 19 month period, with
ZAR1 billion (approximately GBP57 million) paid
on or before 31 December 2017, and the balance
on or before 31 December 2018.
Save for the disposal of KTH referred to above,
there has been no significant change in the
financial or trading position of the group since
30 June 2016.
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A STATEMENT THAT THE DIRECTORS OF THE APPLICANT
HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL
AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT
FOR AT LEAST TWELVE MONTHS FROM THE DATE OF
ITS ADMISSION:
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The Directors of Tiso Blackstar Group SE have
no reason to believe that the working capital
available to it or its group will be insufficient
for at least twelve months from the date of
its readmission following completion of the
Migration.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT
TO RULE 7 OF THE AIM RULES:
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N/A
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A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR
SETTLING THE APPLICANT'S SECURITIES:
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The Ordinary Shares are in registered form and
can be held in certificated form.
Upon the Migration becoming effective, the Deed
Poll constituting the Depositary Interests will
be terminated and the Shares will be traded
directly through CREST.
In addition, the Company has entered into arrangements
to enable Shareholders to settle and transfer
dematerialised Ordinary Shares through the Strate
system. The Strate system is the clearing and
settlement system used by the JSE for security
transactions to be settled and transfer of ownership
to be recorded electronically, managed by Strate
Proprietary Limited (a registered central securities
depository in terms of the South African Custody
and Administration of Securities Act, No. 85
of 1992, as amended.
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A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING
TO THE APPLICANT'S SECURITIES:
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http://www.tisoblackstar.com/wp-content/uploads/2015/06/MA_ChangeName_ROCuploaded346917_1.pdf
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INFORMATION EQUIVALENT TO THAT REQUIRED FOR
AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY
PUBLIC:
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Details of the proposed Migration and the reasons
for it were set out in the circular to shareholders
dated 20 November 2015. A separate RNS dated
2 May 2017 sets out revised timings and some
updates to the consequences of the proposals.
Furthermore, on 26 May 2017, the Company published
a circular which sets out details in relation
to its proposed adoption of new Articles, referred
to above, to take effect upon the completion
of the Migration.
In addition, the Company has also resolved to
propose to shareholders that a new management
incentive scheme, details of which are set out
in the 2017 circular, be adopted, from the date
of the completion of the Migration.
A separate RNS dated 30 June 2017 sets out a
revised timetable of the principal events.
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A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S
LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST
HAVE A FINANCIAL YEAR END NOT MORE THEN NINE
MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS
WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED
IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE
UNDER AIM RULE 19:
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http://www.tisoblackstar.com/publications/
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THE NUMBER OF EACH CLASS OF SECURITIES HELD
IN TREASURY:
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At 30 June 2017 the Company held 3,012,349 treasury
shares.
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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