TIDMBLU
RNS Number : 1300Q
Blue Star Capital plc
16 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IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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.
16 October 2019
Blue Star Capital plc
("Blue Star" or the "Company")
Posting of Circular and 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,
announces that it has today posted a circular and notice of a
general meeting to all shareholders containing further details of
the proposals set out in its announcement of 14 October 2019.
The general meeting has been convened for 11:00 am on 6 November
2019 to be held at the offices of Cairn Financial Advisers LLP,
62-63 Cheapside, London, EC2V 6AX. A copy of the circular, of which
an extract is included below, is available on the Company's website
www.bluestarcapital.co.uk.
For further information, please contact:
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.
The following is an extract from the circular posted to
shareholders on 16 October 2019. Unless the context requires
otherwise, definitions used in this announcement and the circular
are set out at the end of this announcement. References to page
numbers in the extract relate to pages in the circular.
Dear Shareholder
Proposed issue of Placing Shares and New Warrants, investment in
Esports opportunities
and notice of General Meeting
1 Introduction
On 14 October 2019 the Company announced a placing of, in
aggregate 900,000,000 Placing Shares at the Placing Price (the
"Placing"). Once completed, the gross proceeds from the Placing
will be GBP900,000. The Placing comprises two elements:
(a) a firm Placing of 450,000,000 Placing Shares at the Placing
Price to raise, in aggregate, GBP450,000 (the "First Placing");
and
(b) a conditional Placing of 450,000,000 Placing Shares at the
Placing Price to raise in aggregate, GBP450,000 (the "Second
Placing").
The allotment of the First Placing Shares is conditional only
upon completion of the first part of the Investment Agreement and
the admission to trading of those Placing Shares on AIM which is
expected to take place at 8.00 a.m. on or around 18 October
2019.
The allotment of the Second Placing Shares is conditional, inter
alia, upon the Company obtaining approval of the Shareholders at
the General Meeting to grant the Directors the authority to allot
the Second Placing Shares and certain New Warrants to subscribe for
Ordinary Shares and to dis-apply statutory pre-emption rights which
would otherwise apply to such allotments. The General Meeting,
notice of which is set out at the end of this Document, has been
convened for 11.00 a.m. on 6 November 2019. Subject to the passing
of the Resolutions and the second part of the Investment Agreement
becoming unconditional (save only for Second Admission), it is
anticipated that the Placing Shares to be allotted pursuant to the
Second Placing will be admitted to trading on AIM at 8.00 a.m. on
or around 12 November 2019.
The primary purpose of the Placing is to raise further funds so
that the Company may invest in certain esports opportunities (as
further described below) in accordance with its investment
policy.
The purpose of this Document is to explain, inter alia, the
background to and reasons for the Placing, to explain why the Board
considers the Placing to be in the best interests of the Company
and its Shareholders and why the Directors unanimously recommend
that you vote in favour of the Resolutions to be proposed at the
General Meeting, as they intend to do in respect of their own
beneficial interests amounting, in aggregate to 86,386,364 Ordinary
Shares representing 3.2 per cent. of the Existing Ordinary Shares
following First Admission.
2 Background to the Placing 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 second part of the Investment
Agreement, 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 second part of the Investment
Agreement, 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 second part of the Investment
Agreement, which will represent
13.3 per cent. the issued share
capital off The Drops Esports
Inc
3 Investment Agreement
On 13 October 2019, the Company entered into an investment
agreement ("Investment Agreement") with the Investee Companies
under the terms of which it will make investments of approximately
GBP150,000 each in six esport companies.
Pursuant to the terms of the Investment Agreement, the Company
will subscribe for ordinary shares in the share capitals of each of
The Lords Esports plc, Googly Esports plc and Dynasty Esports PTE
Ltd for an aggregate subscription price of c.GBP450,000 conditional
upon First Admission. The Company will subscribe for ordinary
shares in the share capitals of each of The Cubs Esports PTY Ltd
and The Drops Esports Inc for an aggregate subscription price of
c.GBP300,000 and will subscribe for $185,000 (USD) convertible loan
notes created and issued by The Dibs Esports Corp, conditional,
inter alia, upon (i) the passing of the Resolutions at the General
Meeting; and (ii) Second Admission.
Under the Investment Agreement, each of the Investee Companies
have given limited warranties and the Company has been granted
certain information rights which will cease to apply once the
Company is interested in less than 3 per cent. of the voting share
capital of any Investee Company.
The Investment Agreement is governed by the laws of England and
Wales.
4 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.
5 Placing
900,000,000 Placing Shares have been conditionally placed with
new and existing institutional investors at the Placing Price to
raise aggregate gross proceeds of GBP900,000. The Placing is not
being underwritten. The new Placing Shares will represent
approximately 28.6 per cent. of the Enlarged Share Capital.
The Placing Price represents a premium of approximately 33 per
cent. to the closing mid-market price of 0.075 pence per Ordinary
Share on 11 October 2019 (being the last practical date prior to
the announcement of the Placing).
The Second Placing is conditional, inter alia, on the approval
of the Resolutions at the General Meeting of the Company to be held
on 6 November 2019 and upon Second Admission which is expected to
take place on or around 12 November 2019.
The Placing Shares issued pursuant to the Placing will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the Existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or
paid after their date of issue.
6 New 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 the Directors, the
Company has agreed, pursuant to the terms of the Warrant
Instruments, to grant New Warrants to subscribe for Ordinary Shares
to each of the Introducer, Tony Fabrizi (Chief Executive Officer)
and Derek Lew (proposed Director) in the amounts set out below.
On completion of the First Placing, the Company will grant,
(subject, in the case of Derek Lew, to him being appointed as a
Director) New Warrants as follows:
Exercise Name Warrants Term from date of
price grant
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)
grant further New Warrants as follows:
Exercise Name Warrants Term from date
price of grant
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
7 Admission and dealings
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. The Placing Shares
will, when issued, rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid following
Admission.
It is expected that First Admission will become effective and
that dealings in the Placing Shares allotted pursuant to the First
Placing will commence on or around 18 October 2019. It is expected
that Second Admission will become effective and that dealings in
the Placing Shares allotted pursuant to the Second Placing will
commence on or around 12 November 2019.
8 Related Party Transactions
The grant of warrants to Tony Fabrizi and to Derek Lew, upon his
appointment as Director, and Tony Fabrizi's participation in the
First Placing are deemed to be related party transactions for the
purposes of Rule 13 of 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.
9 General Meeting
You will find set out at the end of this Document a notice
convening the General Meeting to be held at the offices of Cairn
Financial Advisers LLP at Cheyne House, Crown Court, 62-63
Cheapside, London EC2V 6AX on 6 November 2019 at 11.00 a.m.
The Resolutions to be proposed at the General Meeting are as
follows:
Resolution 1: will be proposed as an ordinary resolution to
authorise the Directors to: allot the Second Placing Shares; to
facilitate the issue of New Warrants and to allot further Ordinary
Shares up to a maximum nominal amount of GBP1,500,000 (which
represents 47.7 per cent. of the Company's Enlarged Share Capital).
This authority shall expire at the conclusion of the next annual
general meeting of the Company.
Resolution 2: will be proposed as a special resolution and is
conditional upon the passing of Resolution 1 and seeks to empower
the Directors to dis-apply statutory pre-emption rights to allot
the Second Placing Shares, the New Warrants and further Ordinary
Shares up to a maximum nominal amount of GBP1,500,000. This
authority shall expire at the conclusion of the next annual general
meeting of the Company.
10 Action to be taken by Shareholders
You can use your vote in respect of your shareholding by
attending the General Meeting or by appointing a proxy to attend
the meeting and vote on your behalf.
A proxy may be appointed by either:
-- returning the accompanying Form of Proxy in the post; or
-- using the CREST electronic proxy appointment service (for CREST members only).
In each case the notice of appointment of your proxy should
reach (whether by post or by CREST) our registrar, Link Asset
Services at PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent,
BR3 4ZF by no later than 11.00 a.m. on 4 November 2019. Please
refer to the notes in the notice of General Meeting and the
accompanying Form of Proxy for detailed instructions.
11 Recommendation
The Directors consider that the Resolutions are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, your Directors unanimously recommend that Shareholders
vote in favour of all Resolutions, as they intend to do in respect
of their own shareholdings.
Yours faithfully
Tony Fabrizi
Chief Executive Officer
EXPECTED TIMETABLE OF PRINCIPLE EVENTS
2019
Date of this Document 16 October
Expected date of First Admission 18 October
Latest time and date for receipt 11.00 a.m. on 4 November
of Forms of Proxy
General Meeting 11.00 a.m. on 6 November
Expected date of Second Admission 12 November
Notes:
1) References to times in this Document are to London time
(unless otherwise stated).
2) The times and/or dates set out in the timetable above may be
subject to change.
3) If any of the above times or dates should change, the revised
times and/or dates will be notified by an announcement to a
Regulatory Information Service.
ISSUE STATISTICS
Number of Existing Ordinary
Shares 2,242,582,852
Number of First Placing Shares 450,000,000
Number of issued Ordinary Shares
following First Admission 2,692,582,852
Number of Second Placing Shares 450,000,000
Number of issued Ordinary Shares
following Second Admission 3,142,582,852
Placing Price 0.1 pence
Expected aggregate net proceeds GBP820,000
pursuant to the Placing
Number of Ordinary Shares currently
under option or warrant 110,000,000
Number of Ordinary Shares under
option or warrant following
completion of the Placing 925,000,000
DEFINITIONS
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the Placing Shares to
trading on AIM and such admission
becoming effective in accordance
with the AIM Rules;
"AIM Rules" the AIM Rules for Companies and the
AIM Rules for Nominated Advisers,
as issued by the London Stock Exchange
from time to time;
"AIM" a market of that name operated by
the London Stock Exchange;
"Company" or "Blue Star" Blue Star Capital plc, a company
incorporated and registered in England
and Wales with registered number
05174441;
"CREST" the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the operator
(as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755), as amended;
"Directors" the directors of the Company whose
names are set out on page 7 of this
Document;
"Document" this document;
"Enlarged Share Capital" the issued ordinary share capital
of the Company as enlarged by the
Placing immediately following Second
Admission;
"Existing Ordinary Shares" the 2,242,582,852 Ordinary Shares
in issue at the date of this Document;
"Existing Warrants" the existing warrants to subscribe
for, in aggregate, 110,000,000 Ordinary
Shares in issue at the date of this
Document;
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST;
"First Admission" admission of the First Placing Shares
to trading on AIM and such admission
becoming effective in accordance
with the AIM Rules;
"First Placing" the firm placing of the First Placing
Shares at the Placing Price to raise
in aggregate GBP450,000 conditional
upon completion of the first part
of the Investment Agreement;
"First Placing Shares" 450,000,000 new Ordinary Shares;
"Form of Proxy" the form of proxy accompanying this
Document for use at the General Meeting;
"General Meeting or GM" the general meeting of the Company
to be held at the offices of Cairn
Financial Advisers LLP, at Cheyne
House, Crown Court, 62-63 Cheapside,
London EC2V 6AX, on 6 November 2019
at 11.00 a.m., notice of which is
set out at the end of this Document;
"Introducer" Jonathan Bixby acting through his
controlled company, Toro Consulting
Ltd;
"Investee Companies" each of The Lords Esports plc, Googly
Esports plc, The Dibs Esports Corp,
Dynasty Esports PTE Ltd, The Cubs
Esports PTY Ltd and The Drops Esports
Inc, and each an "Investee Company";
"Investment Agreement" the investment agreement dated 13
October 2019 between the Company
and the Investee Companies, further
details of which are set out at paragraph
3 of Part 1 of this Document;
"London Stock Exchange" London Stock Exchange plc;
"New Warrants" the proposed warrants to subscribe
for, in aggregate, 815,000,000 Ordinary
Shares to be issued to Toro Consulting
Limited, Tony Fabrizi and, subject
to his appointment as Director, Derek
Lew, under the Warrant Instruments,
details of which are set out in this
Document;
"Ordinary Shares" ordinary shares of GBP0.001 each
in the capital of the Company;
"Placing" together the First Placing and the
Second Placing;
"Placing Price" 0.1 pence being the price at which
each of the Placing Shares are to
be issued;
"Placing Shares" together the First Placing Shares
and the Second Placing Shares;
"Resolutions" the resolutions to be proposed at
the General Meeting, details of which
are set out in this Document;
"Second Admission" admission of the Second Placing Shares
to trading on AIM and such admission
becoming effective in accordance
with the AIM Rules;
"Second Placing" the conditional placing of the Second
Placing Shares at the Placing Price
to raise in aggregate GBP450,000
conditional upon completion of the
second part of the Investment Agreement;
"Second Placing Shares" 450,000,000 new Ordinary Shares;
"Shareholder(s)" the holders of Ordinary Shares from
time to time;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland; and
"Warrant Instruments" the warrant instruments of the Company
relating to warrants to subscribe
for, in aggregate, 815,000,000 Ordinary
Shares.
Notes:
1) All references in this Document to "GBP" or "pence are to the
lawful currency of the UK.
2) All references to legislation in this Document are to English
legislation unless the contrary is indicated.
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
MSCBSBDGIDBBGCL
(END) Dow Jones Newswires
October 16, 2019 10:31 ET (14:31 GMT)
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