Share Name Share Symbol Market Type Share ISIN Share Description
Blue Star Capital Plc LSE:BLU London Ordinary Share GB00B02SSZ25 ORD 0.1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.01 8.7% 0.125 0.12 0.13 0.125 0.115 0.115 9,319,253 15:34:49
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Financial 0.0 1.5 0.1 1.6 3

Blue Star Capital plc Posting of Circular and Notice of General Meeting

16/10/2019 3:31pm

UK Regulatory (RNS & others)


Blue Star Capital (LSE:BLU)
Historical Stock Chart

2 Months : From Sep 2019 to Nov 2019

Click Here for more Blue Star Capital Charts.

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THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA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)

1 Year Blue Star Capital Chart

1 Year Blue Star Capital Chart

1 Month Blue Star Capital Chart

1 Month Blue Star Capital Chart
Your Recent History
LSE
BLU
Blue Star ..
Register now to watch these stocks streaming on the ADVFN Monitor.

Monitor lets you view up to 110 of your favourite stocks at once and is completely free to use.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:gb D:20191121 23:49:07