TIDMBLU
RNS Number : 7010P
Blue Star Capital plc
14 October 2019
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
14 October 2019
Blue Star Capital plc
("Blue Star" or the "Company")
Placing and Investments in Esports Opportunities
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 has conditionally placed (the
"Placing") 900,000,000 new ordinary shares of 0.1p each in the
Company ("Ordinary Shares") (the "Placing Shares") at a placing
price of 0.1p per Placing Share (the "Placing Price) to raise in
aggregate GBP900,000. The net proceeds of the Placing will be
invested in certain esports opportunities described below.
The Placing, which has been carried out by Smaller Company
Capital Limited, the Company's broker, on behalf of the Company
comprises two elements:
1 a firm Placing of 450,000,000 Placing Shares (the "First
Placing") at the Placing Price to raise in aggregate GBP450,000
conditional only upon the completion of the first part of the
Investment Agreement (detailed below) and the admission to trading
of those Placing Shares on AIM (the "First Admission"); and
2 a conditional Placing of 450,000,000 Placing Shares (the
"Second Placing") at the Placing Price to raise in aggregate
GBP450,000 conditional on: (i) the First Placing having completed;
(ii) resolutions (the "Resolutions") having been passed at a
general meeting of the Company (the "General Meeting") granting the
directors of the Company authority to issue and allot the relevant
Placing Shares and certain warrants to subscribe for Ordinary
Shares (as outlined below); (iii) the completion of the second part
of the Investment Agreement (detailed below); and (iv) the
admission to trading of those Placing Shares on AIM ("Second
Admission").
The Company has entered into an investment agreement (the
"Investment Agreement") under the terms of which it will make
investments of approximately GBP150,000 each in six esport
companies. The first part of the Investment Agreement (which will
complete upon First Admission) relates to an investment of
approximately GBP450,000 in three esport companies. The second part
of the Investment Agreement (which will complete upon Second
Admission) relates to an investment of approximately GBP450,000 in
three further esport companies.
It is anticipated that First Admission will occur on or around
18 October 2019 and that application will be made for Second
Admission shortly after the General Meeting. The Placing Shares
will rank pari passu in all respects with the existing Ordinary
Shares in issue including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
A circular, containing a notice of the General Meeting at which
the Resolutions will be proposed, will be posted to Shareholders in
the Company in due course.
Tony Fabrizi, Chief Executive Officer, has invested GBP20,000 as
part of the First Placing. Following his investment, Tony Fabrizi's
holding in the Company will comprise 62,000,000 ordinary shares,
representing 2.3 per cent. of Blue Star's enlarged share capital.
Derek Lew, who the Company is proposing to appoint as Chairman,
subject to normal regulatory due diligence, has invested GBP100,000
in the First Placing. Further details on Mr Lew are set out
below.
Background to the Transactions and use of proceeds
The Company believes that a significant opportunity exists
within esports which, according to estimates by games and esports
analytics provider Newzoo, may see total global esports market
revenue increase to US$1.1 billion for 2019. The largest component
of this estimate relates to sponsorship, media rights and
advertising and the Company will take advantage of this growth
opportunity by investing in franchises and infrastructure
investments targeting different regions globally.
An opportunity has been presented by Jonathan Bixby (through his
company Toro Consulting Ltd, the "Introducer"), who founded and
listed Argo Blockchain plc by way of a Standard Listing on the
London Stock Exchange's main market on 3 August 2018, to invest in
six esports businesses which are being developed. These investment
opportunities are in line with the Company's investing strategy of
investing in gaming. Esports encompasses competitive, organised
gaming and has seen a significant growth in recent years in terms
of the number of events, the number of competitors and audience
viewing and, importantly, revenues generated through activities
including ticket sales, merchandising, media rights and
partnerships.
It is the intention of each of the companies in which Blue Star
will invest to create or acquire a competitive esports franchise to
generate revenue from tournament winnings, digital marketing
opportunities, sponsorship, membership, merchandise and promotional
tours and events. Each of the companies is targeting a different
region globally for financing and team building but all will
attempt to become global brands. Blue Star is investing at an early
stage in each of these companies and as part of its investment Blue
Star has secured the right to invest in future rounds of each
company to allow it to maintain its position, if it so chooses.
Further details of the companies in which Blue Star will invest
are as follows:
Company Investment Jurisdiction
The Lords Esports GBP150,000 representing 11.1 UK
plc per cent. of the issued share
capital of The Lords Esports
plc
Googly Esports plc GBP150,000 representing 11.1 India and
per cent. of the issued share UK
capital of the Googly Esports
plc
The Dibs Esports $185,000 (USD) by way of a convertible USA
Corp loan note which Blue Star may
convert into equity securities
in accordance with the terms
of the loan note and which,
on conversion, will represent
approximately 13.7 per cent.
of the issued share capital
of The Dibs Esports Corp
Dynasty Esports $255,000 (SGD) to be invested, Singapore
PTE Ltd conditional upon completion
of the Conditional Subscription,
which will represent 13.7 per
cent. the issued share capital
of Dynasty Esports PTE Ltd
The Cubs Esports $250,000 (AUS) to be invested, Australia
PTY Ltd conditional upon completion
of the Conditional Subscription,
which will represent 13.3 per
cent. of the issued share capital
of The Cubs Esports PTY Ltd
The Drops Esports $250,000 (CAD) to be invested, Canada
Inc conditional upon completion
of the Conditional Subscription,
which will represent 13.3 per
cent. the issued share capital
off The Drops Esports Inc
Update on Blue Star
The Company's main investment is SatoshiPay, where it currently
owns 27.9 per cent. of the issued share capital. Based on
SatoshiPay's most recent fund raise in March 2019, Blue Star's
investment is valued at approximately GBP4.6million.
SatoshiPay has spent much of 2019 refining its product offering
and developing a number of technical features of its business, most
notable the Solar wallet, international VAT compliance tools for
its publishers and a login-based cross-device wallet backup.
In addition to its offering for the publishing industry,
SatoshiPay is broadening its reach into other verticals and intends
to expand its services within the cross-border B2B payments
vertical which is currently estimated to be a GBP160bn market.
Although in its infancy, SatoshiPay is already engaged in a number
of customer conversations and while this sector remains highly
competitive the opportunity to exploit SatoshiPay's existing
technology appears to be strong. SatoshiPay will continue to
develop its publishing vertical as it has a number of key
relationships within this sector and anticipates announcing
transactions later this year.
In addition to its investment in SatoshiPay, Blue Star has a 1
per cent. shareholding in Sthaler, a biometric payments business.
Sthaler has recently announced a major initiative in Manchester and
is continuing to attract interest both commercially and from
investors. The Company's board remains confident in Sthaler's long
term potential.
Finally, the Company's investment in Disruptive Tech Limited has
continued to disappoint and it seems likely that the position will
be further written down with the publication of the Company's
accounts.
Grant of Warrants
In consideration of the Introducer introducing the investments
to the Company and to provide the Company with potential future
funding and in respect of incentivisation of directors, the Company
has agreed to grant warrants to subscribe for Ordinary Shares
("Warrants") to the Introducer and to Tony Fabrizi, Chief Executive
Officer and Derek Lew.
On completion of the First Placing, the Company will grant,
(subject, in the case of Derek Lew, to him being appointed as a
Director) Warrants as follows:
Exercise Name Warrants Term from date of grant
price
Toro Consulting
0.1p Ltd 220,000,000 6 months
Tony Fabrizi 25,000,000 12 months
Derek Lew 55,000,000 12 months
------------
300,000,000
The Company will (subject, in the case of Derek Lew, to him
being appointed as a Director and the passing of the resolutions
granting the directors of the Company authority to allot shares)
grant further Warrants as follows:
Exercise Name Warrants Term from date of grant
price
Toro Consulting
0.175p Ltd 220,000,000 12 months
Tony Fabrizi 25,000,000 18 months
Derek Lew 45,000,000 18 months
------------
290,000,000
Toro Consulting
0.25p Ltd 180,000,000 18 months
Tony Fabrizi 15,000,000 24 months
Derek Lew 30,000,000 24 months
------------
225,000,000
Proposed Appointment
The Company is proposing to appoint Derek Lew to the Company as
Chairman of the Board. The appointment will be subject to normal
regulatory due diligence and a further announcement will be made at
the time of the appointment.
Derek Lew has advised, started and invested in technology
companies for over 20 years. An active member of the technology
community in Vancouver, he is President & CEO of venture
capital fund manager GrowthWorks Capital Ltd. Derek is a Partner
with Initio Group, a Vancouver, BC-based early-stage angel
investment firm. Derek started his technology career as a lawyer,
advising both technology companies and investors in all areas,
including life sciences, ITC and e-commerce.
As Past-Chair of Innovate BC (formerly the British Columbia
Innovation Council), the Crown Agency of the Province of British
Columbia mandated to accelerate technology commercialization, Derek
supports entrepreneurs and technology start-ups.
Derek holds a Bachelor of Arts from the University of British
Columbia and a Bachelor of Laws from the University of Alberta.
Related Party Transaction
The grant of warrants to Tony Fabrizi, Chief Executive Officer,
and to Derek Lew, upon his appointment as a director, and Tony
Fabrizi's participation in the First Placing are deemed to be a
related party transactions for the purposes of Rule 13 of the AIM
Rules for Companies (the "AIM Rules"). The Directors, with the
exception of Tony Fabrizi, 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 the
Company's shareholders are concerned.
Total Voting Rights
Following the issue of the Placing Shares pursuant to the First
Placing, the Company will have 2,692,582,852 Ordinary Shares issue.
There are no Ordinary Shares held in treasury. The figure of
2,692,582,852 may be used by the Company's shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.
Tony Fabrizi, Chief Executive Officer, said, "We have been
watching the development of the esports sector of gaming closely
and the rate of growth in popularity and, importantly, associated
revenue being generated presents a significant investment
opportunity. We are investing at an early stage and not restricting
our focus to a particular region or jurisdiction as we consider
this to be the best opportunity to capture value for all
shareholders."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Blue Star Capital plc +44 (0) 777 178 2434
Tony Fabrizi
Cairn Financial Advisers
LLP +44 (0) 20 7213 0880
(Nominated Adviser)
Jo Turner / Liam Murray
Smaller Company Capital
Limited +44 (0) 203 651 2911
(Broker)
Rupert Williams/Jeremy Woodgate
IMPORTANT NOTICE
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, Placing
Shares in any jurisdiction. The offer and sale of Placing Shares
has not been and will not be registered under the applicable
securities laws of Canada, Australia, Japan, New Zealand or the
Republic of South Africa. Subject to certain exemptions, the
Placing Shares may not be offered to or sold within Canada,
Australia, Japan, New Zealand or the Republic of South Africa or to
any national, resident or citizen of Canada, Australia, Japan, New
Zealand or the Republic of South Africa.
The Placing Shares have not been, and will not be, registered
under the Securities Act, or the securities laws of any other
jurisdiction of the United States. The Placing Shares may not be
offered or sold, directly or indirectly, in or into the United
States (except pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act).
No public offering of the Placing Shares is being made in the
United States. The Placing Shares are being offered and sold only
outside the United States in "offshore transactions" within the
meaning of, and in reliance on, Regulation S under the Securities
Act.
The distribution of this announcement outside the UK may be
restricted by law. No action has been taken by the Company, Cairn
or SCC that would permit (i) a public offer of Placing Shares in
any jurisdiction or (ii) possession of this announcement in any
jurisdiction outside the UK, where action for that purpose is
required. Persons outside the UK who come into possession of this
announcement should inform themselves about the distribution of
this announcement in their particular jurisdiction. Failure to
comply with those restrictions may constitute a violation of the
securities laws of such jurisdiction.
This announcement is directed only at persons who are: (a) if in
a member state of the European Economic Area ("EEA"), persons who
are qualified investors, being persons falling within the meaning
of article 2(e) of the Prospectus Regulation ("Qualified
Investors"), or (b) if in the United Kingdom, Qualified Investors
who (i) have professional experience in matters relating to
investments falling within article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) fall within article 49(2)(a) to (d) (high net
worth companies, unincorporated associations, etc.) of the Order;
or (c) are persons to whom they may otherwise be lawfully
communicated (all such persons together being referred to as
"Relevant Persons").
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company.
Cairn Financial Advisers LLP ("Cairn") is acting as nominated
adviser to the Company for the purposes of the AIM Rules. Cairn is
not acting for, and will not be responsible to, any person other
than the Company for providing the protections afforded to its
customers or for advising any other person on the contents of this
announcement or on any transaction or arrangement referred to in
this announcement. Cairn's responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London
Stock Exchange and are not owed to the Company, any Director or to
any other person. No representation or warranty, express or
implied, is made by Cairn as to, and no liability is accepted by
Cairn in respect of, any of the contents of this announcement
Smaller Company Capital Limited ("SCC") is authorised and
regulated in the UK by the FCA and is acting as broker to the
Company in connection with the Placing. SCC is not acting for, and
will not be responsible to, any person other than the Company for
providing the protections afforded to its customers or for advising
any other person on the contents of this announcement or on any
transaction or arrangement referred to in this announcement. No
representation or warranty, express or implied, is made by SCC as
to, and no liability is accepted by SCC in respect of, any of the
contents of this announcement.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "predict" or other
words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make
assumptions in respect of the planned use of the proceeds of the
Placing, the Company's liquidity position, the future performance
of the Company, plans and objectives for future operations and any
other statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances, including, but not
limited to, economic and business conditions, the effects of
continued volatility in credit markets, market-related risks such
as changes in interest rates and foreign exchanges rates, the
policies and actions of governmental and regulatory authorities,
changes in legislation, the further development of standards and
interpretations under IFRS applicable to past, current and future
periods, the outcome of pending and future litigation or regulatory
investigations, the success of future acquisitions and other
strategic transactions and the impact of competition. A number of
these factors are beyond the Company's control. As a result, the
Company's actual future results may differ materially from the
plans, goals, and expectations set forth in the Company's
forward-looking statements. Any forward-looking statements made in
this announcement by or on behalf of the Company speak only as of
the date they are made. These forward looking statements reflect
the Company's judgement at the date of this announcement and are
not intended to give any assurance as to future results. Except as
required by the FCA, the London Stock Exchange, the AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
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 Anthony Fabrizi
------------------------------------------
2 Reason for notification
---------------------------------------- ------------------------------------------
a. Position/Status Chief Executive Officer
---------------------------------------- ------------------------------------------
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 Placing
transaction
---------------------------------------- ------------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
---------------------------------------- ------------------
0.1p 20,000,000
------------------ -----------------
d. Aggregated information
- Aggregated Volume n/a
- Price
---------------------------------------- ------------------------------------------
e. Date of the transaction 11 October 2019
---------------------------------------- ------------------------------------------
f. Place of the transaction UK
---------------------------------------- ------------------------------------------
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
MSCKXLFFKBFXFBZ
(END) Dow Jones Newswires
October 14, 2019 02:00 ET (06:00 GMT)
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