REG - Blue Star Capital - Placing, Launch of Broker Option & Issue of Equity

Blue Star CapitalAnnouncement

02/07/2025 07:00

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RNS Number : 3114P  Blue Star Capital plc  02 July 2025

2 July 2025

Blue Star Capital plc

 

("Blue Star" or the "Company")

 

Placing, Launch of Broker Option and Issue of Equity

 

Blue Star Capital plc (AIM: BLU), the investing company with a focus on
blockchain, esports and payments, announces that it has raised £1.15 million
from a placing ("Placing") of 6,388,889 new ordinary shares of £0.001 each
("Placing Shares") at a price of £0.18 per ordinary share ("Issue Price")
(the "Fundraise"). This capital raise was undertaken by the Company's
corporate broker Axis Capital Markets Limited.

 

Background to the Fundraise and Use of Proceeds

In the announcement on 26 June 2025, the Company reiterated its confidence in
SatoshiPay's technology and  announced that it had increased its shareholding
in SatoshiPay Ltd ("SatoshiPay"), via an acquisition of existing shares,
making it the largest shareholder with an interest of approximately 50.0%.
Further, Blue Star advised that it would seek ways to provide additional
liquidity to Vortex, SatoshiPay's subsidiary, by helping it expand, inter
alia, its digital asset treasury function.

 

Accordingly, a minimum of £1,000,000 of the Fundraise will be used to invest
into SatoshiPay by way of a secured loan (the "Loan") for SatoshiPay to
increase its existing digital asset treasury function including Bitcoin and
other crypto currencies.  Although Blue Star will not directly hold any
crypto assets, in consideration for the Loan, upon repayment, Blue Star will
receive payment of the equivalent value of any capital increase in the value
of the portfolio. In addition to the benefits of the Loan to Vortex's business
summarised below, SatoshiPay will additionally benefit from any yield
generated from the portfolio of assets.

 

The board of SatoshiPay advises that the enlarged treasury function will
strengthen Vortex's core offering through aspects such as supporting stable
swap pricing through deepening liquidity and deploying assets in secured DeFi
protocols, which can also be used in pools on Pendulum, the DeFi blockchain
that serves as Vortex's foreign exchange backend. It is expected that this
will allow Vortex to accelerate its market expansion as new pools can be
activated, allowing Vortex to enter new markets as liquidity can be put in
place. Further, the additional liquidity supports increased yield generation
activities at the fund level as fees and farming rewards can be generated
through the provision of liquidity.

 

Before any funds are lent to SatoshiPay, Blue Star and SatoshiPay will enter
into a loan agreement whereby the Loan will be secured against the value of
the treasury assets and Blue Star will retain of the full benefit of any
increase in value of the portfolio.  By providing the Loan, as the largest
shareholder, Blue Star will also benefit from the growth of SatoshiPay whilst
maintaining security over the funds lent with lien granted against the crypto
assets purchased.

 

The Company may use the some of the proceeds to support existing companies in
the Blue Star's portfolio of investments and for general working capital
purposes.

 

Broker Option

Further to the Fundraise, the Company and Axis Capital Market Limited ("Axis")
have agreed to launch a broker option to raise up to a further £100,000 for
the Company through the issue of up to 555,556 new ordinary shares ("Broker
Option Shares") at the Issue Price ("Broker Option") in order to provide
eligible existing shareholders the ability to participate in the Fundraise, in
the event they have not had the opportunity to do so.

 

The Broker Option is only available to existing shareholders on the register
as at the close of business on 1 July 2025 ("Existing Shareholders") and, for
the avoidance of doubt, will not be made available to the public or in
jurisdictions where it would be unlawful to do so. Existing Shareholders
wishing to subscribe for Broker Option Shares will need to prove that they are
shareholders at the time of the instruction from their existing broker to
Axis.

 

Expressions of interest to participate in the Broker Option must be received
no later than 4.30 p.m. on 2 July 2025 ("Closing Date") with funds being made
available shortly after. In the event any Existing Shareholders subscribe for
additional new ordinary shares pursuant to the Broker Option, a further
announcement will be made following the Closing Date with details of further
subscription. In the event that the Broker Option Shares are not fully
subscribed for, Axis will have the right to place the balance of the shares.
In the event the Broker Option is oversubscribed, the Company and its broker
may scale down any subscriptions received and may accept offers for
subscription in the order in which they are received. Application for
admission to trading on AIM for the Broker Option Shares will only occur
following receipt of subscription proceeds. In the event proceeds for the
Broker Option shares are not received by 8 July 2025, or other date as agreed
with Axis but in any event no longer than two day prior to Admission (as
defined below), the Company will reject such subscriptions.

 

To subscribe for the Broker Option, Existing Shareholders should contact their
broker to communicate any bids to Lewis Jones at Axis on 0203 026 0449 or by
email to LJ@axcap247.com (mailto:LJ@axcap247.com) , as the Company's broker
will not accept orders from Existing Shareholders who are not clients.

 

Conversion Shares and Fee Shares

Further to the Circular announced on 5 June 2025, the 54,545 Conversion Shares
have now been issued and will be admitted to trading at the same time as the
Subscription Shares. In addition, the Company announces that it has agreed to
settle outstanding debts owed to a creditor, representing in aggregate
£10,000 via the issue of 55,556 new Ordinary Shares at the Issue Price ("Fee
Shares").

 

Admission and Total Voting Rights

Application will be made for the Placing Shares, Broker Option Shares,
Conversion Shares and the Fee Shares (together the "Admission Shares") to be
admitted to trading on AIM ("Admission") in two tranches.  The first tranche
will comprise 2,471,212 Admission Shares, with Admission expected to become
effective at 8:00 a.m. on or around 9 July 2025. The balance of the Admission
Shares, which includes the concluded Broker Option, is expected to comprise
4,583,334 new ordinary shares, with application for Admission expected to be
effective on or around 8:00 a.m. on or around 18 July 2025

 

Following Admission of the first tranche of 2,471,212 Admission Shares, the
enlarged issued share capital of the Company will comprise 42,969,900 ordinary
shares, with no shares held in Treasury. Therefore, the total voting rights in
the Company following Admission will be 42,969,900 and this figure 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.

 

Anthony Fabrizi, Chairman of the Company said, "Today's fundraise means that
not only can we support the next phase of growth in SatoshiPay, but we can
also positively contribute to accelerating it too. This Fundraise allows Blue
Star shareholders to participate in the increased global interest in
businesses operating in crypto related fields and associated treasury
positions.

 

"In particular, SatoshiPay's long standing experience  in, and the use of,
crypto treasury management in their core business combined with the added
support this will provide to its Vortex project provides Blue Star
shareholders with two benefits and places both companies in a strong position
to grow."

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation. The Directors of the Company take responsibility for
this announcement.

 

For more 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 / Ed Downes

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

 

About Blue Star

Blue Star is an investing company with a focus on new technologies. Blue
Star's investments include SatoshiPay Ltd, an experienced blockchain company
with a strong track record in innovative payment solutions; Dynasty Media
& Gaming, whose B2B white label platform is a full-stack gaming ecosystem;
Paidia, a female focussed gaming platform; 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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