REG - Blue Star Capital - Fundraise, Issue of Warrants & Broker Appointment

Blue Star CapitalAnnouncement

17/01/2024 07:00

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RNS Number : 9244Z  Blue Star Capital plc  17 January 2024

17 January 2024

Blue Star Capital plc

 

("Blue Star" or the "Company")

 

Fundraise, Issue of Warrants and Appointment of Broker

 

Blue Star Capital plc (AIM: BLU), the investing company with a focus on
esports, payments, technology and its applications within media and gaming,
announces that it has raised £100,000, before expenses, pursuant to a placing
of 100,000,000 new ordinary shares ("Placing Shares") ("the Fundraise") at a
price of 0.1p per new ordinary share ("the Issue Price"), representing 1.96%
of the Company's enlarged issued share capital. The Fundraise was conducted by
the Company's newly appointed broker Axis Capital Markets Limited ("the
Broker" or "Axis Capital Markets").

 

Fundraise and Issue of Warrants

 

The Fundraise has raised £100,000, before expenses, pursuant to the issue of
the 100,000,000 Placing Shares at the Issue Price.  The proceeds of the
Fundraise will be used by the Company for working capital purposes and will
provide the Company with working capital headroom until September 2024, in
line with the Company's forecasted monthly cash burn rate and the anticipated
disposal of the Company's shareholding in SatoshiPay.  In addition, for each
share issued, the shareholder participating in the Fundraise will receive a
warrant allowing the holder to subscribe for  ordinary shares in the Company,
on a one to one basis, at an exercise price of 0.1 pence for an exercisable
period of 3 years, expiring on 17 January 2027 ("Warrants").  The Warrants
are not subject to any other performance criteria.

 

Additionally, in line with the Fundraise and to facilitate immediate free cash
to be used for working capital purposes and to assist in delivering the
strategy of the Company, the Directors of Blue Star have agreed to receive
their remuneration in ordinary shares in the Company, in lieu of cash, on the
same terms as the Placing Shares, which include Warrants, for the period
between 1 February 2024 and 30 September 2024.  The Directors will not be
issued ordinary shares or Warrants until after 30 September 2024.  A further
announcement will be made in due course.

 

Appointment of Broker

 

Following the completion of the Fundraise, the Company has appointed Axis
Capital Markets Limited to act as Sole Broker to the Company, with immediate
effect. Axis Capital Markets has elected to receive its quarterly broker
retainer fee in ordinary shares in the Company, payable quarterly based on an
average share price for the relevant period.  A further announcement will be
made when any such shares will be issued.

 

Admission and Total Voting Rights

 

The Placing Shares will rank pari passu with the existing ordinary shares.
 Application will shortly be made to the London Stock Exchange to admit the
100,000,000 Placing Shares to trading on AIM ("Admission") which is expected
to occur on or around 22 January 2024.

 

Following Admission of the Placing Shares, the Company's issued share capital
will comprise 5,092,772,995 ordinary shares which may be used by shareholders
in the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.  The Company does not hold any shares in
treasury.

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.

 

For further information, please contact:

 

 Blue Star Capital plc         +44 (0) 777 178 2434
 Tony Fabrizi

 Cairn Financial Advisers LLP  +44 (0) 20 7213 0880
 (Nominated Adviser)
 Jo Turner / Liam Murray

 Axis Capital Markets Limited  +44 (0) 20 3026 0449
 (Sole Broker)
 Ben Tadd / Lewis Jones

 

About Blue Star

Blue Star is an investing company with a focus on new technologies. Blue
Star's investments include SatoshiPay Limited, an incubator and service
provider to de-fi businesses using blockchain technology; Dynasty Gaming &
Media Pte. Ltd., whose B2B white label platform is a full-stack gaming
ecosystem; and Sthaler Limited, an identity and payments technology business
which enables a consumer to identify themselves and pay using just their
finger.

Forward looking statement disclaimer

Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions shareholders and prospective
shareholder holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the date of this
announcement. The forward-looking statements made in this announcement relate
only to events as of the date on which the statements are made. The Company
will not undertake any obligation to release publicly any revisions or updates
to these forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement except as
required by law or by any appropriate regulatory authority.

 

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