Blue Star Capital plc (LON:BLU), the investing company with a focus on technology and its applications within media and gaming, has told DirectorsTalk today that it intends to increase its holding in SatoshiPay Ltd a nanopayment software and blockchain company, to approximately 19.1 per cent. through the acquisition of a further 1,471 ordinary shares of EUR0.01 each in the capital of SatoshiPay. The total consideration for the Acquisition is EUR500,140 (approximately GBP425,119) to be satisfied entirely through the issue of 268,213,880 new ordinary shares of 0.01 pence each in the capital of the Company. Completion of the Acquisition is conditional on the passing of certain resolutions at a General Meeting, notice of which is being posted to shareholders today and which will be available on the Company’s website shortly. Further details on the Acquisition are set out below.
The General Meeting is to be held at the offices of Cairn Financial Advisers LLP at Cheyne House, Crown Court, 62-63 Cheapside, London, EC2V 6AX on 20 March 2017 at 2 p.m.
Background and terms of the additional investment in SatoshiPay
On 16 January 2017, the Company announced that it had entered into a conditional agreement to subscribe for an amount of EUR0.64 million in SatoshiPay (the “Investment”). The Company announced completion of the Investment on 31 January 2017, having subscribed for 1,886 ordinary shares of EUR0.01 each in the capital of SatoshiPay (“SatoshiPay Shares”) at a price of EUR340 per SatoshiPay Share.
Following completion of a fundraise by SatoshiPay of approximately EUR1.0 million in aggregate (including the Investment), Blue Star has a 10.68 per cent. holding in SatoshiPay, which has a post-new money valuation of approximately EUR6 million.
On 1 March 2017, the Company entered into a sale and purchase agreement (“SPA”) with FastForward Innovations Limited (“FastForward”) pursuant to which the Company agreed to purchase 1,471 SatoshiPay Shares for a total consideration of EUR500,140 (approximately GBP425,119), equivalent to a price of EUR340 per SatoshiPay Share. The consideration payable is to be satisfied entirely through the issue of the Consideration Shares to FastForward, at a price of 0.1585 pence per ordinary share, being the average mid-market price for the ten trading days prior to this announcement.
The SPA is conditional upon:
-- the passing of certain resolutions at the General Meeting ("Resolutions"); and
-- admission of the Consideration Shares to trading on AIM ("Admission").
Pursuant to the SPA, FastForward has agreed that the Consideration Shares will be subject to lock-in and orderly market arrangements as follows:
– 89,404,627 of the Consideration Shares will be subject to a lock in for a period of three months following Admission followed by a three month orderly market requirement;
– 89,404,627 of the Consideration Shares will be subject to a lock in for a period of six months following Admission followed by a three month orderly market requirement; and
– 89,404,626 of the Consideration Shares will be subject to a lock in for a period of nine months following Admission followed by a three month orderly market requirement.
Subject to, inter alia, the Resolutions being passed at the forthcoming General Meeting, Blue Star will purchase 1,471 SatoshiPay Shares from FastForward resulting in:
-- the issue of the Consideration Shares to FastForward; and
— Blue Star’s total holding in SatoshiPay increasing to 3,357 SatoshiPay Shares with Blue Star’s interest in SatoshiPay therefore increasing from 10.68 per cent. to 19.10 per cent.
