Blue Star Capital plc Placing and Issue of Equity (8503U)

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RNS Number : 8503U

Blue Star Capital plc

03 August 2020

3 August 2020

Blue Star Capital plc

("Blue Star" or the "Company")

Placing and Issue of Equity

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 GBP550,000 before expenses by way of a placing of 366,666,667 new ordinary shares ("Placing Shares") at 0.15p each ("the Placing Price") (the "Placing") and a grant of an equal number of warrants to subscribe for new ordinary shares at a price of 0.25p. In addition, the Company has settled liabilities due of GBP16,000 by way of issue of 10,666,667 new ordinary shares at the Placing Price.

The Company intends to use the proceeds of the Placing for additional working capital and to provide funds for investment. In particular, the Company is aware that its investee Company, Dynasty eSports Pte Ltd ("Dynasty") is shortly intending to raise approximately US$2,000,000 and it is the Company's intention to exercise its anti-dilution rights and subscribe for such shares as to maintain its shareholding. Blue Star currently holds 13.0 per cent. of the issued share capital of Dynasty.

Placing and Admission

Subject to all conditions being met, application will be made for the Placing Shares, which represents approximately 9.8 per cent of the existing issued share capital of the Company, to be admitted to trading on AIM ("Admission") in two tranches to coincide with settlement. The first tranche will comprise 182,666,667 Placing Shares ("First Tranche Placing Shares") for which application will shortly be made. Admission of the balance of 184,000,000 Placing Shares ("Second Tranche Placing Shares") is expected to occur on or around 1 September 2020. Nicholas Slater, an existing substantial shareholder who holds 503,787,293 shares representing 13.41 per cent of the Company's issued share capital, has invested GBP175,000 in the Placing representing 116,666,667 Placing Shares at the Placing Price. As a result of his participation in the Placing, on Admission of all of the Placing Shares, Nicholas Slater will be interested in 620,453,960 ordinary shares representing 15.0 per cent. of the Company's enlarged issued share capital.

As part of the Placing, the Company has conditionally granted investors in the Placing warrants to subscribe for new shares equal to the number of Placing Shares acquired. As a result, the Company has, subject to Admission, conditionally granted warrants to subscribe for 366,666,667 ordinary shares at a price of 0.25p per share with an expiry date of 6 November 2021.

In addition to the Placing, Derek Lew, a director of the Company has invested GBP10,000 by electing to receive accrued director's remuneration and expenses in shares at the Placing Price. The Company has further issued 4,000,000 new ordinary shares in satisfaction of outstanding amounts due to a service provider. As a result, the Company has issued a further 10,666,667 shares in addition to the First Tranche Placing Shares (together "New Ordinary Shares").

The New Ordinary Shares will rank pari passu with the existing ordinary shares. Application will shortly be made to the London Stock Exchange to admit the 193,333,334 New Ordinary Shares to trading on AIM which is expected to occur on or around 7 August 2020. Admission of the Second Tranche Placing Shares is expected to occur on or around 1 September 2020.

Related Party Transactions

The participation in the Placing by Nicholas Slater, a substantial shareholder, and the investment by Derek Lew, a director of the Company, constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies.

The directors, with the exception of Derek Lew for the purposes of considering his investment, 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 shareholders are concerned.

Total Voting Rights

Following Admission of the New Ordinary Shares, the Company's issued share capital will comprise 3,949,249,518 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: "This fundraise puts Blue Star in a strong position to support its portfolio companies as many of them enter an important phase of their development. Dynasty has made significant progress and we are excited to support their ambitious growth plans. We are confident that our portfolio companies are well positioned and look forward to updating the market on their progress throughout the remainder of 2020."

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           [phone] 
  Tony Fabrizi 
 
  Cairn Financial Advisers 
   LLP                            [phone] 
  (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 consumers 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) 0.15p                                                       6,666,667 
   ------------------------------------------------------------------  ------------- 
 
 d.      Aggregated information 
          - Aggregated Volume                      n/a 
          - Price 
        --------------------------------------  ---------------------------------------- 
 e.      Date of the transaction                 3/08/2020 
        --------------------------------------  ---------------------------------------- 
 f.      Place of the transaction                UK 
        --------------------------------------  ---------------------------------------- 
 
 

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August 03, 2020 02:00 ET (06:00 GMT)