REG - Blue Star Capital - SatoshiPay Share Acquisition

Blue Star CapitalAnnouncement

26/06/2025 07:00

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RNS Number : 4598O  Blue Star Capital plc  26 June 2025

26 June 2025

Blue Star Capital plc

 

("Blue Star" or the "Company")

 

SatoshiPay Share Acquisition

 

Blue Star Capital plc (AIM: BLU), the investing company with a focus on
blockchain, esports and payments, announces that it has entered into
agreements with Danny Masters, Non-executive Director of SatoshiPay Ltd
("SatoshiPay"), and Meinhard Benn, Chairman and founder of SatoshiPay and a
director of the Company, to acquire shares in SatoshiPay held by them for
shares in the Company ("Acquisition"). As a result, the Company has increased
its holding in SatoshiPay to approximately 50.0%.

 

Details of the Acquisition

As previously announced, the Board of Blue Star maintains its confidence in
SatoshiPay's technology, which connects the fiat financial system to the DeFi
ecosystem. Additionally, the Company announced its intention to explore
investments into areas such as the establishment of a digital asset treasury
function. This form of treasury management is an integral part in the
development and promotion of Vortex's business model. The Company will
continue to explore ways to provide additional liquidity to Vortex through
SatoshiPay expanding its existing digital asset treasury function.

 

Pursuant to the terms of the Acquisition, the Company has agreed to acquire,
in aggregate, approximately 4,500 shares in SatoshiPay, representing
approximately 22.0% of SatoshiPay's issued share capital in consideration for
the issue of 4,412,096 new Ordinary Shares of £0.001 each in the Company
("Acquisition Shares")  at a price of 20 pence per new Ordinary Share ("Issue
Price") (the "Agreements").  As a result of the Acquisition, the Company will
become the largest shareholder in SatoshiPay.  Following completion of the
Acquisition, Meinhard Benn will hold approximately 25.0% of SatoshiPay and
will hold 5,946,846 shares in the Company representing approximately 15.0% of
the Company's enlarged issued share capital following admission of the
Acquisition Shares.

 

Admission and Total Voting Rights

In order for the share transfers to be effected, application has been made for
the Acquisition Shares to be admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective at 8:00 a.m. on or around 9 July
2025.

 

On Admission, the Enlarged Issued Share Capital of the Company will be
40,498,688 ordinary shares, with no shares held in Treasury. Therefore, the
total voting rights in the Company following Admission will be 40,498,688 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.

 

Related Party Transaction

The acquisition of shares in SatoshiPay from Meinhard Benn via the issue of
Ordinary Shares in the Company constitutes a related party transaction for the
purposes of Rule 13 of the AIM Rules, as a consequence of Meinhard Benn being
a director of the Company and of SatoshiPay. The Directors of the Company
independent of the related party transaction, being Anthony Fabrizi and Sean
King, consider, having consulted with the Company's nominated adviser, Cairn
Financial Advisers LLP, that the terms of the related party transaction are
fair and reasonable insofar as its Shareholders are concerned.

 

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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