Placing, Director's Dealing and Investment

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 £100,000 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 £100,000 (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 £17,500 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 £57,000) 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/ Amendment	Initial
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 the financial instrument, type of instrument Identification Code	Ordinary Shares   GB00B02SSZ25
b.	Nature of the transaction	Director's subscription
c.	Price(s) and volume(s)
			Price(s)	Volume(s)
			a)   0.1p	17,500,000
d.	Aggregated information - Aggregated Volume - Price	n/a
e.	Date of the transaction	16/04/2020
f.	Place of the transaction	UK