| Fri 20 Apr 2012, 17:00 | | BCK - Blackstar Group SE - Announcement to be made by the aim applicant prior to |
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BCK
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 20 April 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 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 79,298
Advisors
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 42,604
Broker
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 13,978
Luxembourg
Standard Bank of South Africa Limited Company Bankers 11,621
Assuming a ZAR/GBP exchange rate of 0.0847.
(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:
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:
Mid May
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:
20 April 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: 20/04/2012 17:00:06 Produced by the JSE SENS Department.
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