| Fri 28 Oct 2011, 8:00 | | BCK - Blackstar Group SE - Update re transfer to Malta and payment of special |
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BCK
BCK
BCK - Blackstar Group SE - Update re transfer to Malta and payment of special
dividend
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")
UPDATE RE TRANSFER TO MALTA AND PAYMENT OF SPECIAL DIVIDEND
Following the announcement made by the Company on 23 September 2011 at the time
of release of its interim results for the six months ended 30 June 2011 (the
"announcement"), the Company wishes to update shareholders on the proposed
transfer of the registered office and tax residence of the Company to Malta and
the proposed payment of a special dividend.
Transfer to Malta
In relation to the transfer of the registered office and the tax residence of
the Company to Malta, it was stated in the announcement that the Directors of
the Company were planning to propose to Shareholders shortly that Blackstar
transfers its registered office and tax residence to Malta. This will lessen
the administrative, legal and auditing costs which arise from it having its
registered office in the United Kingdom and its tax residence and principal
establishment in Luxembourg. The Directors also believe Malta will be the most
efficient jurisdiction for the Company with respect to distributions to
Shareholders.
The preparation for the proposed transfer is progressing well and it is expected
that within the next two to three weeks a circular in relation to the transfer
will be posted to shareholders of Blackstar and a transfer proposal (setting
out the prescribed details in relation to the migration) will be published on
or about the same date as the posting of the circular to shareholders. On the
basis that a circular will be posted and the transfer proposal published within
the stated timeframe, the shareholders meeting for purposes of resolving on
the proposed transfer will be held around the middle of January 2012 and the
effective date of the transfer (assuming that shareholders will approve it)
will be in late January 2012 or early February 2012.
The reason for the delay between the posting of the circular and the proposed
date of the shareholders meetings is that under Luxembourg law any shareholder
meeting relating to a transfer of registered office or tax residency away to
another jurisdiction must be held no earlier than 2 months following publication
of the associated transfer proposal.
Special Dividend
In the announcement it was further stated that following completion of the sale
of the Company`s 54% interest in Ferro Industrial Products (Pty) Limited for
GBP18.2 million (which has now happened) and the transfer to Malta (which is
still subject to shareholder approval), the Board of Blackstar intends paying a
special dividend of GBP5.5 million to its shareholders in line with the
Company`s announcement dated 11 May 2011 on its capital management policy.
In order to avoid any significant delays in the payment of the special dividend,
the Board of the Company has taken advice that, on an exceptional and once-off
basis, the Company will be able to pay the special dividend in a tax efficient
manner prior to the transfer to Malta (i.e. at a time that the Company will
still be tax resident in Luxembourg).
Hence, the Board has resolved to declare a special dividend of 6.5 pence per
ordinary share for shareholders on the UK register or 80.53175 cents per
ordinary share for shareholders on the South African register. The special
dividend due to shareholders on the South African register was converted to
South African Rand from Pounds Sterling at the spot exchange rate of GBP 1 = ZAR
12.38950 at 5 pm South African time on Thursday, 27 October 2011. The special
dividend will be paid in accordance with the salient dates and times set out
below.
Last day to trade on the South African register Friday, 4 November 2011
Trading ex-dividend commences on the South Monday, 7 November 2011
African register
Last day to trade on the UK register Tuesday, 8 November 2011
Trading ex-dividend commences on the UK Wednesday, 9 November 2011
register
Record date for shareholders recorded on the UK Friday, 11 November 2011
and South African share registers
Day of payment Friday, 2 December 2011
Share certificates may not be dematerialised or rematerialised between Monday, 7
November 2011 and Friday, 11 November 2011, both days inclusive, and transfers
between the UK register and the South African register may not take place during
that period.
It should be noted that in accordance with Luxembourg law (and based on the
stand-alone Luxembourg GAAP accounts of the Company) the payment to shareholders
will not be considered as a dividend, but rather as a return of share premium,
which under Luxembourg law, and in accordance with the Company`s articles, is
within the discretion of the Board. For the avoidance of doubt, in South Africa
and the UK (in terms of IFRS) the payment to shareholders will be out of
retained earnings and is therefore considered to be a dividend.
28 October 2011
For further information, please contact:
Blackstar Group SE John Kleynhans +352 402 505 427
Liberum Capital Limited Chris Bowman / Christopher +44 (0) 20 3100 2222
Britton
PSG Capital (Pty) David Tosi +27(0) 21 887 9602
Limited
Date: 28/10/2011 08:00:47 Produced by the JSE SENS Department.
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