Sch 1 update - Blackstar Group SE (4017D)

TIDMSCO

RNS Number : 4017D

AIM

15 May 2012

 
       ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
        IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                    RULES") 
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 COMPANY NAME: 
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 Blackstar Group SE 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
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 On 10 February 2012 Blackstar Group SE ("Blackstar") received 
  shareholder approval to transfer its registered office from 
  the UK to Malta and establish its tax residence and principal 
  place of business in Malta and terminate its principal place 
  of business and tax residence in Luxembourg (the "Transfer"). 
  While Blackstar is currently listed on the AIM market of the 
  London stock exchange, as part of its redomiciliation in accordance 
  with the AIM rules Blackstar must have its listing on AIM cancelled 
  before immediately readmitting its shares. 
 
  As such, Blackstar's current registered office is: 
 
  Capita Company Secretarial Services 
  2(nd) Floor 
  Ibex house 
  The Minories 
  London 
  EC3N 1DX 
 
  And, upon readmission: 
 
  4(th) Floor 
  Avantech Building 
  St Julian's Road 
  San Gwann 
  SGN 2805 
 
  Blackstar's current tax residence and principal place of business 
  is: 
 
  58 rue Charles Martel 
  L-2134 Luxembourg 
 
  And, upon readmission: 
 
  4(th) Floor 
  Avantech Building 
  St Julian's Road 
  San Gwann 
  SGN 2805 
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 COUNTRY OF INCORPORATION: 
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 Current Country of Incorporation: 
 
  England and Wales 
 
  Proposed Country of Incorporation, subject to successful completion 
  of the Transfer, as approved by shareholders on 10 February 
  2012: 
 
  Malta 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
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  http://www.blackstar.lu/rule26.htm 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
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  The investment objective of the Company is to generate shareholder 
  returns through investing in a portfolio of businesses in South 
  Africa with the underlying themes of strategic market position, 
  strong cash flows and the ability to exploit the wider African 
  markets from its South African base. The Company may invest 
  in the form of either equity or debt and may acquire directly 
  or indirectly controlling or minority holdings in investee 
  companies. 
 
  Acquired businesses are run on a decentralised manner with 
  local management maintaining an entrepreneurial focus and being 
  responsible for their own operations. The Company seeks to 
  be actively involved in setting the strategy of the investee 
  companies and act as an allocator of capital and resources 
  but does not take day to day responsibility for the management 
  of investee companies. Over a period of time Blackstar intends 
  to dispose of its existing minority investments where it has 
  little management input or influence. 
 
  The Company is a long term investor and the Board places no 
  limit on the length of time that any portfolio investment may 
  be held. The Board considers, on a case by case basis, the 
  optimum exit strategy for each portfolio investment. 
 
  The Company expects to only hold a small number of portfolio 
  investments at any one time. However, there is no minimum or 
  maximum number of investments that the Company can hold at 
  any one time, nor are there any maximum exposure limits per 
  portfolio investment. 
 
  The Company finances its portfolio investments out of its own 
  cash resources and utilises third party debt funding as appropriate. 
  In addition, investee companies may themselves have gearing. 
  There is no maximum gearing level for either the Company or 
  on a Group basis. However the Directors will review the level 
  of gearing in the Group on a regular basis. 
 
  Save as set out above, the Company does not have any investment 
  restrictions. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
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  82,088,422 Ordinary Shares of EUR0.76. 
 
  No shares are held in treasury. 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
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  No capital is to be raised on admission. Anticipated market 
  capitalisation on readmission c.GBP63m based on the share price 
  as at 14 May 2012. 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
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 26.56% 
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 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES 
  (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: 
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  AltX market of the Johannesburg Stock Exchange (JSE) - ticker 
  BCK. Blackstar has been listed on AltX since 12 August 2011. 
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 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
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 John Broadhurst Mills (Non-executive Chairman) 
  Andrew David Bonamour (Non-executive Director) 
  Wolfgang Andreas Baertz (Non-executive Director) 
  Marcel Ernzer (Non-executive Director) 
  Charles Taberer (Non-executive Director) 
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 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
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 Name % of issued share capital 
 
  Directors and Management 26.65 
  Damille Investments 17.05 
  BIL (Custodian refuses to disclose) 10.19 
  RMB Securities (Pty) Ltd 10.08 
  Schroder Investment Management Limited 8.74 
  Lansdowne Partners Limited 7.74 
  Midas Capital 7.09 
  Weiss Asset Management 6.6 
  Credit Suisse Private Banking 5.97 
  Henderson Global Investors Limited 3.79 
 
  Source: RD:IR analysis (26 January 2012) updated for TR1 announcements 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
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  Person                            Relationship               Payment (GBP) 
  --------------------------------  -------------------------  -------------- 
   Investec Bank Limited             Debt provider              263,014 
  --------------------------------  -------------------------  -------------- 
   PSG Capital                       JSE Sponsor                243,266 
  --------------------------------  -------------------------  -------------- 
   M Partners                        Legal Advisors             226,143 
  --------------------------------  -------------------------  -------------- 
   Liberum Capital Limited           Nomad and Broker           140,439 
  --------------------------------  -------------------------  -------------- 
   Paul Hastings (Europe) LLP        Legal Advisors             120,873 
  --------------------------------  -------------------------  -------------- 
   Edward Nathan Sonnenbergs 
    Inc                              Legal Advisors             104,700 
  --------------------------------  -------------------------  -------------- 
   BDO LLP                           Auditors                   103,822 
  --------------------------------  -------------------------  -------------- 
   Maitland Luxembourg               International Advisors     79,298 
  --------------------------------  -------------------------  -------------- 
   Air-O-Thene Products (Pty) 
    Limited                          Transaction Advisor        72,831 
  --------------------------------  -------------------------  -------------- 
   Ganado & Associates               Legal Advisor              69,286 
  --------------------------------  -------------------------  -------------- 
   Werksmans Attorneys               Legal Advisor              66,493 
  --------------------------------  -------------------------  -------------- 
   Sterling Financial Print          Printer                    65,508 
  --------------------------------  -------------------------  -------------- 
   Lark Insurance Brokers            Insurance provider         57,460 
  --------------------------------  -------------------------  -------------- 
   Collins Stewart Europe Limited    Former NOMAD and Broker    42,604 
  --------------------------------  -------------------------  -------------- 
   Capita Registrars                 Registrar                  38,535 
  --------------------------------  -------------------------  -------------- 
   Macfarlanes                       Legal Advisor              33,925 
  --------------------------------  -------------------------  -------------- 
   Ince (Pty) Limited                Printers                   27,966 
  --------------------------------  -------------------------  -------------- 
   Read Hope Phillips                Legal Advisor              14,259 
  --------------------------------  -------------------------  -------------- 
   Notary M. Schaeffer               Notary in Luxembourg       13,978 
  --------------------------------  -------------------------  -------------- 
   Standard Bank of South Africa 
    Limited                          Company Bankers            11,621 
  --------------------------------  -------------------------  -------------- 
 
 
  Assuming a ZAR/GBP exchange rate of 0.0847. 
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 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
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  i) 31 December 
 
  ii) N/A (Admission sought via the AIM Designated Market Route, 
  Blackstar's eligibility for such a route has been confirmed 
  by the AIM team) 
 
  iii) 30 June 2012; 30 September 2012 and 30 June 2013 
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 EXPECTED ADMISSION DATE: 
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  21 May 2012 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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  Liberum Capital Limited 
  Ropemaker Place, Level 12 
  25 Ropemaker Street 
  London 
  EC2Y 9LY 
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 NAME AND ADDRESS OF BROKER: 
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  Liberum Capital Limited 
  Ropemaker Place, Level 12 
  25 Ropemaker Street 
  London 
  EC2Y 9LY 
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 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
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  N/A 
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 DATE OF NOTIFICATION: 
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  15 May 2012 
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 NEW/ UPDATE: 
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  Update 
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 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
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 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S 
  SECURITIES HAVE BEEN TRADED: 
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  Blackstar's shares are currently trading on the AIM market 
  of the London Stock Exchange. On 10 February 2012 Blackstar 
  received shareholder approval to transfer its registered office 
  from the UK to Malta, establish its tax residence and principal 
  place of business in Malta and terminate its principal place 
  of business and tax residence in Luxembourg (the "Transfer"). 
  While Blackstar is currently listed on the AIM market of the 
  London stock exchange, as part of its redomiciliation in accordance 
  with the AIM rules Blackstar must have its listing on AIM cancelled 
  before immediately readmitting its shares. Accordingly, the 
  London Stock Exchange has agreed that Blackstar is to be treated 
  as a "quoted applicant" for the purposes of the AIM Rules for 
  Companies. 
 
  In addition, the company has a secondary listing on the AltX 
  market of the Johannesburg Stock Exchange (JSE) - ticker BCK. 
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 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO 
  TRADED: 
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  Blackstar has been listed on the AIM market of the London Stock 
  Exchange since 26 January 2006. 
 
  Blackstar commenced trading on the AltX market of the JSE on 
  12 August 2011. 
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 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT 
  HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED 
  IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS 
  OF WHERE THERE HAS BEEN ANY BREACH: 
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  The Directors confirm, following due and careful enquiry, that 
  as at the date of this Announcement, the Company has adhered 
  to all legal and regulatory requirements involved in having 
  its securities traded on the AIM market of the LSE and the 
  AltX market of the JSE and has not been in breach thereof. 
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 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS 
  WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS 
  (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 
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  http://www.blackstar.eu/ 
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 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  STRATEGY: 
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  The investment objective of the Company is to generate shareholder 
  returns through investing in a portfolio of businesses in South 
  Africa with the underlying themes of strategic market position, 
  strong cash flows and the ability to exploit the wider African 
  markets from its South African base. The Company may invest 
  in the form of either equity or debt and may acquire directly 
  or indirectly controlling or minority holdings in investee 
  companies. 
 
  Acquired businesses are run on a decentralised manner with 
  local management maintaining an entrepreneurial focus and being 
  responsible for their own operations. The Company seeks to 
  be actively involved in setting the strategy of the investee 
  companies and act as an allocator of capital and resources 
  but does not take day to day responsibility for the management 
  of investee companies. Over a period of time Blackstar intends 
  to dispose of its existing minority investments where it has 
  little management input or influence. 
 
  The Company is a long term investor and the Board places no 
  limit on the length of time that any portfolio investment may 
  be held. The Board considers, on a case by case basis, the 
  optimum exit strategy for each portfolio investment. 
 
  The Company expects to only hold a small number of portfolio 
  investments at any one time. However, there is no minimum or 
  maximum number of investments that the Company can hold at 
  any one time, nor are there any maximum exposure limits per 
  portfolio investment. 
 
  The Company finances its portfolio investments out of its own 
  cash resources and utilises third party debt funding as appropriate. 
  In addition, investee companies may themselves have gearing. 
  There is no maximum gearing level for either the Company or 
  on a Group basis. However the Directors will review the level 
  of gearing in the Group on a regular basis. 
 
  Save as set out above, the Company does not have any investment 
  restrictions. 
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 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING 
  POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END 
  OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE 
  BEEN PUBLISHED: 
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  The Company's latest audited accounts relate to the year ended 
  31 December 2010 and are available from: 
 
  http://www.blackstar.lu/publications.htm 
 
 
  Since 31 December 2010, the following significant changes in 
  the Company's financial or trading position have occurred: 
 
  21 February 2012: Blackstar entered into a conditional agreement 
  for the sale of 72,989,078 ordinary shares in Litha Healthcare 
  Group Limited to Paladin Labs Inc. The sale is for a cash consideration 
  of R200,719,964 (GBP16.6m) and represents 50% of Blackstar's 
  interest. 
 
  18 Jan 2012: Blackstar acquired 28% of Mvelaphanda Group for 
  c.GBP38m. To fund the acquisition Blackstar used c.GBP12m of 
  its own cash and drew down c.GBP20m on a debt facility. 
 
  15 Aug 2011: Blackstar sold its 54% shareholding and shareholder 
  loans in Ferro Industrial Products Limited for c.GBP18.2 million, 
  paid in cash. 
 
  11 August 2011: Blackstar issued 10,467,229 new ordinary shares 
  raising c.GBP8.9m. Admission to AIM took place on 12 August 
  2011 
 
  12 August 2011: Blackstar was admitted to trading on the AltX 
  market of the JSE. 
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 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON 
  TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS 
  GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM 
  THE DATE OF ITS ADMISSION: 
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  The Directors of the Company have no reason to believe that 
  the working capital available to the Company will be insufficient 
  for at least twelve months from the date of its Admission. 
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 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE 
  AIM RULES: 
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  N/A - Blackstar has been independent and earning revenue for 
  greater than 2 years. 
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 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S 
  SECURITIES: 
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  At admission Blackstar will no longer be incorporated in England 
  and Wales. Securities issued by non-UK incorporated companies 
  cannot themselves be held electronically (i.e. in uncertificated 
  form) or transferred in the CREST system. However, depository 
  interests, representing the securities, can be dematerialised 
  and settled electronically. Accordingly, to enable investors 
  to continue to be able to settle and pay for interests in the 
  Shares through the CREST system, the Company intends to put 
  in place arrangements pursuant to which Capita IRG Trustees 
  Limited will hold, through a custodian, the Shares for shareholders 
  wishing to settle and pay for interests through the CREST system 
  and will issue dematerialised depository interests representing 
  the underlying Shares which will be held on bare trust for 
  the holders of the depository interests. The Company will meet 
  the costs of putting these arrangements in place and so there 
  will be no material impact on shareholders from these arrangements. 
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 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S 
  SECURITIES: 
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  http://www.blackstar.eu/ 
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 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT 
  WHICH IS NOT CURRENTLY PUBLIC: 
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  All information equivalent to that required for an admission 
  document is currently in the public domain. 
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 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST 
  ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR 
  END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM 
  RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN 
  ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM 
  RULE 19: 
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 Information available at http://www.blackstar.lu/publications.htm 
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 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 
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 There are no shares currently held in treasury. 
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This information is provided by RNS

The company news service from the London Stock Exchange

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