TIDMBLU
RNS Number : 9566J
Blue Star Capital plc
17 April 2020
17 April 2020
Blue Star Capital plc
("Blue Star" or the "Company")
Placing, Director's Dealing and Investment
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 GBP100,000 by way of
a placing of 100,000,000 new ordinary shares at 0.1p each (the
"Placing") and has made an investment in the mobile gaming
space.
Placing, Director's Dealing and Issue of Equity
The Company has raised GBP100,000 (before expenses) through the
issue of 100,000,000 new ordinary shares ("Placing Shares") at a
price of 0.1p per ordinary share (the "Placing Price"), conditional
on the admission of such new ordinary shares to trading on AIM
("Admission"). The investment has been made by Jonathan Bixby,
through Pioneer Media Holdings Inc.
On 14 October 2019, the Company announced that had agreed to
issue warrants to Jonathan Bixby, through his Company Toro
Consulting Ltd, in consideration of the introduction of certain
esports investment opportunities and to provide the Company with
potential future funding. The warrants were issued in three
tranches with maturity dates of 6 months, 12 months and 18 months
from the date of grant (being 6 November 2019) which was intended
to match the development of the investment opportunities
introduced. The Company notes that, whilst the esports portfolio
companies in which it invested continue to make progress,
development is slower than originally anticipated in light of the
COVID-19 pandemic. As a result of the slower development and the
investment by Pioneer Media Holdings Inc, the Company has agreed to
extend the terms of each of the tranches of warrants by 6 months
such that their maturity will now be 12 months, 18 months and 24
months following the date of grant.
In addition to the Placing, Derek Lew, a director of the Company
has invested GBP17,500 by electing to received accrued director's
remuneration in shares at the Placing Price. As a result, the
Company has issued a further 17,500,000 shares in addition to the
Placing Shares (together "New Ordinary Shares").
Application will be made to the London Stock Exchange to admit
the New Ordinary Shares to trading on AIM ("Admission"). Admission
of the New Ordinary Shares is expected to occur on or around 22
April 2020. The New Ordinary Shares will rank pari passu with the
existing ordinary shares.
Investment
The Company advises that it has made an investment of CDN$
100,000 (approximately GBP57,000) into mobile gaming by way of an
investment in 1182533 B.C. Ltd. (trading as Leaf Digital Studios)
("Leaf"). Leaf owns a catalogue of available and to be launched
mobile games.
Caprice Business Developments Canada Inc., a TSX Venture
Exchange listed company, is in the process of completing an
acquisition of Leaf and subsequent readmission to the TSX Venture
Exchange.
The investment, which is conditional on the readmission of
Caprice, is being made in at a price of $0.16 per share alongside
other investors. The expected market capitalisation of Caprice on
readmission is approximately CDN $34 million.
Derek Lew, is a current director of Caprice and is proposed as a
director following completion of Caprice's acquisition and
readmission.
Related Party Transaction
The investment by Derek Lew and the investment in Leaf, by
virtue of the connection to Derek Lew, 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
Derek Lew, 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 Admission, the Company's issued share capital will
comprise 3,310,082,852 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: "Despite the traumatic
impact of COVID-19 on all our lives, we are pleased with the
overall performance of our portfolio companies and with the
expansion of our portfolio through the investment in Leaf. The
funds raised through the Placing will also provide additional
working capital to support the business during these uncertain
times."
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 a consumer
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) 0.1p 17,500,000
----------------------------------------------------------------- --------------
d. Aggregated information
- Aggregated Volume n/a
- Price
-------------------------------------- ----------------------------------------
e. Date of the transaction 16/04/2020
-------------------------------------- ----------------------------------------
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
MSCEAELKFFSEEAA
(END) Dow Jones Newswires
April 17, 2020 02:00 ET (06:00 GMT)
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