Sch 1 update - Blackstar Group SE (4017D)
2012年5月16日 - 12:00AM
RNSを含む英国規制内ニュース (英語)
TIDMSCO
RNS Number : 4017D
AIM
15 May 2012
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
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COMPANY NAME:
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Blackstar Group SE
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
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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
2(nd) Floor
Ibex house
The Minories
London
EC3N 1DX
And, upon readmission:
4(th) 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:
4(th) Floor
Avantech Building
St Julian's Road
San Gwann
SGN 2805
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COUNTRY OF INCORPORATION:
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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
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
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http://www.blackstar.lu/rule26.htm
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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:
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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.
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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):
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82,088,422 Ordinary Shares of EUR0.76.
No shares are held in treasury.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
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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.
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
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26.56%
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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:
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AltX market of the Johannesburg Stock Exchange (JSE) - ticker
BCK. Blackstar has been listed on AltX since 12 August 2011.
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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):
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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)
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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):
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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
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
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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
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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.
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(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:
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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
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EXPECTED ADMISSION DATE:
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21 May 2012
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
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NAME AND ADDRESS OF BROKER:
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Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
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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:
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N/A
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DATE OF NOTIFICATION:
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15 May 2012
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NEW/ UPDATE:
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Update
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QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
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THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
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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.
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THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
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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.
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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:
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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.
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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:
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http://www.blackstar.eu/
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DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
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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.
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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:
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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.
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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:
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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.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
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N/A - Blackstar has been independent and earning revenue for
greater than 2 years.
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A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
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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.
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A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
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http://www.blackstar.eu/
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INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
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All information equivalent to that required for an admission
document is currently in the public domain.
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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:
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Information available at http://www.blackstar.lu/publications.htm
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THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
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There are no shares currently held in treasury.
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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