Blue Star Capital plc Replacement: Exercise of Warrants (6611E)

TIDMBLU

RNS Number : 6611E

Blue Star Capital plc

09 November 2020

9 November 2020

Blue Star Capital plc

("Blue Star" or the "Company")

Replacement: Exercise of Warrants and Director's Dealing

Blue Star Capital plc (AIM: BLU), the investing company with a focus on esports, payments, technology and its applications within media and gaming, advises that the details of the outstanding warrants announced earlier under the title 'Exercise of Warrants and Director's Dealing' with RNS number 5934E were incorrect. The total number of warrants outstanding is 1,299,333,000 of which 707,666,000 warrants are exercisable at 0.175p on or before 8 June 2021 and 591,667,000 warrants are exercisable at 0.25p on or before 6 November 2021.

All other details remain unchanged and the full text of the announcement follows:

Blue Star Capital plc

("Blue Star" or the "Company")

Exercise of Warrants and Director's Dealing

Blue Star Capital plc (AIM: BLU), the investing company with a focus on esports, payments, technology and its applications within media and gaming, has been notified of the exercise of warrants over 95,000,000 new ordinary shares at a price of 0.1p per share and of a director's dealing as detailed below.

Exercise of Warrants

On 14 October 2019, the Company announced that had agreed to issue warrants to Jonathan Bixby, through his Company Toro Consulting Ltd and to certain directors conditional on the completion of the initial fundraising in connection with the Company's esports investment portfolio. The warrants granted included warrants over 300,000,000 new ordinary shares with an exercise date of 6 November 2020 and an exercise price of 0.1p per share.

The Company was notified on 6 November 2020 that shareholders including Anthony Fabrizi, a director of the Company, had exercised warrants over 95,000,000 new ordinary shares ("New Ordinary Shares"). The exercise of the warrants has raised GBP95,000 for the Company and the remainder of the warrants due to mature on 6 November 2020 have now expired.

Following the exercise and expiry of warrants detailed above, the Company has warrants outstanding over 1,299,333,000 new ordinary shares of which 707,666,000 warrants are exercisable at 0.175p on or before 8 June 2021 and 591,667,000 warrants are exercisable at 0.25p on or before 6 November 2021.

In connection with his exercise of warrants, Anthony Fabrizi notified the Company on 6 November 2020 that, on the same day, he sold 10,000,000 shares in the Company at an average price of 0.152p.

Director's Dealing

As a result of the exercise of warrants and the sale of shares detailed above, the following dealings by a director have occurred:

 
 Name                Holding prior to     Number of shares    Number of shares   Holding following        Holding as a 
                         transactions                 sold    acquired subject            sale and       percentage of 
                                                                to exercise of           Admission        issued share 
                                                                      warrants                       capital following 
                                                                                                             Admission 
 
 Anthony Fabrizi           62,000,000           10,000,000          25,000,000          77,000,000               1.86% 
 

Application will shortly be made for the 95,000,000 New Ordinary Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence on or around 13 November 2020. The New Ordinary Shares will rank pari passu with the Company's existing ordinary shares.

Total Voting Rights

In conformity with DTR 5.6.1, the Company notifies that as at the date of this announcement, it has a single class of shares in issue being Ordinary Shares and that following the issue of the New Ordinary Shares to be issued in connection with the conversion of his loan notes, the total number of Ordinary Shares in issue will be 4,144,249,518. There are no Ordinary Shares held in treasury. Each Ordinary Share entitles the holder to a single vote at general meetings of the Company.

The figure of 4,144,249,518 Ordinary Shares may be used by shareholders (and others with notification obligations ) as the denominator for the calculations by which they will determine whether 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.

The following disclosure in the table below, in accordance with the requirements of Article 19(1) of Regulation (EU) No. 596/2014, provides further detail on the sale of shares and exercise of warrants.

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 
 Tony Fabrizi                   [phone] 
Cairn Financial Advisers LLP 
 Jo Turner / Liam Murray        [phone] 
 
 
 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                                  213800WAVVOPS85N2205 
       -----------------------------------  -------------------------------------------------- 
 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 
         of instrument                        ISIN: GB00B02SSZ25 
 
         Identification 
         Code 
       -----------------------------------  -------------------------------------------------- 
 b.     Nature of the                        Sale of shares at a price of 0.152 pence 
         transaction                          Exercise of warrants at an exercise price 
                                              of 0.1 pence 
       -----------------------------------  -------------------------------------------------- 
 
 c.     Price(s) and volume(s)                Volume(s)            Exercise Price 
                                                                    (p) 
       -----------------------------------   ------------------- 
                                              10,000,000           0.152 
                                             -------------------  ------------------------ 
                                              25,000,000           0.1 
                                             -------------------  ------------------------ 
 
 d.     Aggregated information               35,000,000 
         - Aggregated Volume 
         - Price                              0.152 and 0.1 pence per share 
       -----------------------------------  -------------------------------------------------- 
 e.     Date of the transaction              06/11/2020 
       -----------------------------------  -------------------------------------------------- 
 f.     Place of the transaction             London Stock Exchange, AIM 
       -----------------------------------  -------------------------------------------------- 
 
 

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November 09, 2020 05:04 ET (10:04 GMT)