| Mon 18 Jul 2011, 8:00 | | BCK - Blackstar Group SE - Abridged prospectus: Private placement and listing of |
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BCK - Blackstar Group SE - Abridged prospectus: Private placement and listing of
shares on the JSE
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: GB00BOW3NL87
("Blackstar" or "the Company")
ABRIDGED PROSPECTUS: PRIVATE PLACEMENT AND LISTING OF SHARES ON THE JSE
This Prospectus is not an invitation to the public to subscribe for or an offer
to the public to purchase Blackstar shares. It is issued in compliance with the
Listings Requirements of the JSE Limited ("the JSE") and with the South African
Companies Act 71 of 2008, as amended ("the South African Companies Act"), for
the purpose of providing information to the public and qualifying investors with
regard to Blackstar.
The information in this abridged prospectus has been extracted from the
prospectus issued by the Company on 18 July 2011 ("the Prospectus") relating to
the Private Placement of up to 15 000 000 (fifteen million) ordinary shares in
the share capital of Blackstar at an issue price of the Rand equivalent of
GBP0.85 (eighty five Pence) each ("the Private Placement"), and the subsequent
secondary listing of Blackstar on the Altx of the JSE. Copies of the Prospectus
may be obtained during office hours from:
i. the Company at 2nd Floor, Ibex House, the Minories, London, EC3N 1DX;
ii. PSG Capital (Proprietary) Limited, the corporate adviser and sponsor
of Blackstar, at First Floor, Ou Kollege Building, 35 Kerk Street,
Stellenbosch, 7599 and at Ground Floor, DM Kisch Building, Inanda
Greens Business Park, 54 Wierda Road West, Wierda Valley, Sandton,
2196; or
iii Link Link Market Services South Africa (Proprietary) Limited at 13th
Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2000.
For a full appreciation of the secondary listing and the Private Placement, the
Prospectus should be read in its entirety.
BACKGROUND AND OVERVIEW OF BLACKSTAR
Blackstar was incorporated and registered in England and Wales on 20 June 1989
and subsequently converted to a European public limited-liability company, or
Societas Europaea, on the 27 June 2011 under company number SE30. The Company
also registered as an external company in South Africa on 14 April 2011 under
registration number 2011/008274/10.
Blackstar is an investment holding company that targets listed and unlisted
investment opportunities where it can play an active role, working with
management teams, and leverage off Blackstar`s financial and business experience
and network in order to enhance value.
Blackstar was founded by Andrew Bonamour in 2005 and listed on AIM in London in
early 2006 after raising GBP80 million, before expenses, to pursue special
opportunities that would capitalise on the developments and changes taking place
on the African Continent.
Blackstar has developed a long term track record of outperformance and has an
experienced investment advisory team that have complimentary backgrounds and are
based in Johannesburg.
Blackstar`s investment style incorporates best practises from value investing,
growth investing, event driven investing and opportunism. Fundamental analysis
and extensive due diligence are at the core of the investment process.
Current shareholders include management, Schroder Investment Management Limited,
Eton Park Capital Management L.P., Lansdowne Partners Limited, Midas Capital
Partners Limited and Henderson Global Investors Limited, amongst others.
As at 30 June 2011, Blackstar had tangible intrinsic net assets of GBP91.822
million, equating to just under R1 billion.
INVESTMENT STRATEGY
Blackstar`s investment strategy is to achieve a balance between long-term
capital growth and income, through investments in a range of listed and unlisted
investment opportunities. Blackstar`s investment thesis is based on targeting
listed and unlisted investment opportunities, with the underlying themes of
strategic market position, strong cash flows and the ability to exploit the
wider African market from its South African base. The geographic mix of
investments will vary over time depending on the relative attractiveness of
opportunities across different African countries and regions.
RATIONALE FOR LISTING ON ALTX
Building on its successful track record, Blackstar intends to raise up to R138
million additional capital from new investors in South Africa and the United
Kingdom and list on the Altx as a secondary listing.
The capital raised will be used to fund investment opportunities in its
pipeline.
The purpose of the secondary listing on the Altx is to:
* enhance the liquidity and tradability in the Company`s shares;
* unlock value for Blackstar`s shareholders through enhanced price discovery;
* reinforce Blackstar`s connection with a market in which greater than 90% of
its assets are located;
* create awareness with prospective institutional and retail investors about
the merits of investing in Blackstar;
* appeal to a broader range of prospective investors, both institutional and
retail, who are familiar with Blackstar`s investments and its history
therefore providing further access to capital in order to facilitate and
accelerate the Company`s growth and acquisitions falling within Blackstar`s
investment scope; and
* facilitate the raising of additional capital to allow Blackstar to fund its
pipeline.
Shares issued pursuant to the Private Placement will be issued at a 30.9%
discount to the tangible intrinsic NAV at 30 June 2011.
INVESTMENT HISTORY AND TRACK RECORD
Blackstar has a track record of superior returns and as at 30 June 2011,
Blackstar had invested GBP113.7 million in South Africa. Since inception
Blackstar has exited several investments and has generated an IRR of 30% (thirty
per cent) in Pounds Sterling on these investments.
A significant portion of Blackstar`s investments have been in public
opportunities in South Africa and these investments have generated an IRR of 29%
(twenty nine per cent) in Pounds Sterling up to 30 June 2011. Over the same
period, the FTSE/JSE Africa All Share Total Return Index returned an IRR of 13%
(thirteen per cent) in Pounds Sterling.
Since inception, Blackstar has increased its tangible intrinsic NAV attributable
to equity holders from GBP75.4 million (net capital raised) to GBP91.8 million,
as at 30 June 2011. This is after returning GBP13 million to Shareholders by way
of dividends and share buy-backs. This performance has been achieved in spite of
some of the most turbulent economic and trading conditions in living memory.
PROSPECTS
Blackstar has an active pipeline of investment opportunities that it is looking
to pursue and it intends to apply the majority of funds raised from the Private
Placement against these opportunities. These opportunities will be pursued
through Blackstar directly or through its existing subsidiaries that are looking
at acquiring companies in South Africa or Africa to further expand their
footprint on the continent.
MIGRATION TO MALTA
Blackstar was previously known as Blackstar Group PLC. Blackstar Group PLC
recently converted into a Societas Europaea or European public limited-liability
company. Following this Conversion, the Company will be able to transfer its
registered office from England and Wales to another member country of the
European Union. This will lessen the administrative, legal and auditing costs
which arose from it having its registered office in the United Kingdom and its
tax residence and principal establishment in Luxembourg. The Directors plan to
propose to Shareholders shortly that Blackstar transfer its registered office
and tax establishment to Malta which is the most efficient jurisdiction for the
Company for returning excess capital to Shareholders and will ensure that in
pursuing its commitment to return excess capital to Shareholders, Shareholders
are not adversely affected by the current tax regime.
DIRECTORS
The names and addresses of the directors of the Blackstar are as follows:
Full name Designation Address
JB Mills Non-executive chairman 58, rue Charles Martel, L-2134, Luxembourg
WA Baertz Non-executive director 58, rue Charles Martel, L-2134, Luxembourg
AD Non-executive director 11 Crescent Drive, Melrose Arch, 2076, RSA
Bonamour
M Ernzer Non-executive director 54, rue de Cessange L-1320, Luxembourg
C Taberer Non-executive director 58, rue Charles Martel, L-2134, Luxembourg
DETAILS OF THE PRIVATE PLACEMENT
The salient details of the private placement are as follows:
Private Placement issue price per the Rand equivalent of GBP0.85
ordinary share (eighty five pence) per ordinary
share as calculated on the closing
date
Number of ordinary shares offered for up to 15 000 000 (fifteen million)
subscription in terms of the Private
Placement
Total amount sought to be raised GBP12.75 million or approximately
R138.425 million
Opening of the Private Placement at Monday, 18 July 2011
09:00 on
Closing of the Private Placement at Friday, 5 August 2011
12:00 on
The Private Placement is open to selected investors only and is not
underwritten.
Without limiting the aforegoing, the Private Placement does not constitute an
offer in any jurisdiction in which it is illegal to make such an offer and the
Prospectus should not be forwarded or transmitted to any person in any territory
other than where it is lawful to make such an offer. The Private Placement
shares have not been and will not be registered under the Securities Act of the
United States of America. Accordingly, the Private Placement shares may not be
offered, sold, resold, delivered or transferred, directly or indirectly, in or
into the United States or to, or for the account or benefit of, United States
persons, except pursuant to exemptions from the Securities Act. The Prospectus
and its accompanying application form are not being, and must not be, mailed or
otherwise distributed or sent in, into or from the United States. The Prospectus
does not constitute an offer of any securities for sale in the United States or
to United States persons.
The Private Placement does not constitute an offer in the District of Colombia,
the United States, the Dominion of Canada, the Commonwealth of Australia, Japan
or in any other jurisdiction in which, or to any person to whom, it would not be
lawful to make such an offer.
LISTING ON THE JSE
The JSE has formally approved the listing of all ordinary shares in the issued
share capital of Blackstar as a secondary listing on the Altx under the
abbreviated name "Blackstar", share code "BCK" and ISIN GB00B0W3NL87 with effect
from the commencement of trade on Friday, 12 August 2011.
For further information please contact:
Blackstar Group SE John Kleynhans +352 402 505 427
Collins Stewart Europe Matt Goode +44 (0) 20 7523 8350
Limited
PSG Capital (Pty) Ltd Willie Honeyball/David Tosi +27 (0) 21 887 9602
18 July 2011
London
Sponsor and Corporate Adviser: PSG Capital (Pty) Limited
AIM nominated adviser and broker: Collins Stewart Europe Limited
Independent reporting accountant: BDO South Africa Inc.
Independent auditors: BDO LLP
Date: 18/07/2011 08:00:01 Produced by the JSE SENS Department.
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