BCK
BCK - Blackstar Group SE - Announcement to be made by the AIM Applicant Prior to
admission in accordance with rule 2 of the AIM Rules for Companies ("AIM RULES")
Blackstar Group SE
Previously Blackstar Group PLC
(Incorporated in England and Wales)
(Company number SE 30)
(registered as an external company with limited liability in the Republic of
South Africa under registration number 2011/008274/10)
Share code: BCK
ISIN: GB00B0W3NL87
("Blackstar" or the "Company")
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN
ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Blackstar Group SE
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
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
2nd Floor
Ibex house
The Minories
London
EC3N 1DX
And, upon readmission:
4th 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:
4th Floor
Avantech Building
St Julian's Road
San Gwann
SGN 2805
COUNTRY OF INCORPORATION:
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
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
http://www.blackstar.lu/rule26.htm
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:
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.
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):
82,088,422 Ordinary Shares of Euro0.76.
No shares are held in treasury.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
CAPITALISATION ON ADMISSION:
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.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
26.56%
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:
AltX market of the Johannesburg Stock Exchange (JSE) - ticker BCK. Blackstar
has been listed on AltX since 12 August 2011.
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):
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)
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):
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
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2,
PARAGRAPH (H) OF THE AIM RULES:
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 Broker140,439
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.
ANTICIPATED ACCOUNTING REFERENCE DATE
DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS
BEEN PREPARED (this may be represented by unaudited interim financial
information)
DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES
18 AND 19:
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
EXPECTED ADMISSION DATE:
21 May 2012
NAME AND ADDRESS OF NOMINATED ADVISER:
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
NAME AND ADDRESS OF BROKER:
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
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:
N/A
DATE OF NOTIFICATION:
15 May 2012
NEW/ UPDATE:
Update
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
HAVE BEEN TRADED:
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.
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
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.
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:
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.
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:
http://www.blackstar.eu/
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE
CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
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.
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:
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.
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:
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.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
N/A - Blackstar has been independent and earning revenue for greater than 2
years.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
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.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
http://www.blackstar.eu/
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS
NOT CURRENTLY PUBLIC:
All information equivalent to that required for an admission document is
currently in the public domain.
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:
Information available at http://www.blackstar.lu/publications.htm
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
There are no shares currently held in treasury.
Date: 15/05/2012 17:00:05 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.