TIDMBLU
RNS Number : 1908U
Blue Star Capital plc
16 January 2017
Blue Star Capital plc
("Blue Star" or the "Company")
Proposed investment in SatoshiPay Ltd
Proposed Placing to raise up to GBP0.7 million
Blue Star Capital plc (AIM: BLU), the investing company with a
focus on technology and its applications within media and gaming,
is pleased to announce that it has entered into a conditional
agreement to subscribe for an amount of EUR0.64 million in
SatoshiPay Ltd, a UK incorporated private nanopayment software and
blockchain company.
The Company has conditionally subscribed for 1,886 ordinary
shares of SatoshiPay ("SatoshiPay Shares") at a price of EUR340 per
SatoshiPay Share (the "SatoshiPay Subscription"), for total cash
consideration of EUR0.64 million (the "Consideration"). SatoshiPay
expects to raise a total of approximately EUR1 million in aggregate
during this funding round (including the SatoshiPay Subscription
and funding from other third party investors), which, if completed
would result in Blue Star having an interest of approximately 10.68
per cent. valuing SatoshiPay at approximately EUR6 million
following this fundraise.
In order to complete the SatoshiPay Subscription, the Company is
seeking to raise gross proceeds of up to GBP0.7 million through the
issue of up to 466,666,667 new ordinary shares of 0.1 pence each
("Ordinary Shares") (the "Placing") in Blue Star at a price of 0.15
pence per Ordinary Share (the "Issue Price").
The Company has received indications of interest from investors
which would be sufficient to complete the Placing. The Placing will
launch immediately following this announcement although there is no
guarantee that the Placing shall be completed on the anticipated
terms set out in this announcement or at all. The outcome of the
Placing will be announced as soon as practicable following the
close of a bookbuild exercise.
The Placing will be carried out within the Company's existing
share allotment authorities and has not been underwritten. Further
details on the proposed Placing and the intended SatoshiPay
Subscription are set out below.
About SatoshiPay Ltd
SatoshiPay is developing a two-way payment platform, which
enables online content providers to monetise their digital content
through the acceptance of nanopayments. Using the SatoshiPay
platform, online media companies are able to process nanopayments
of EUR0.05 (5c) or less with minimal transaction fees. SatoshiPay
technology can also process payments greater than 5c, but the
company believes the real technical innovation is in relation to
nanopayments, in some cases being less than 1c. SatoshiPay is based
on blockchain technology and currently bitcoins (a cryptocurrency)
are the only means of payment.
SatoshiPay believe its technology will provide a direct
alternative to paywalls and subscriptions, currently adopted by
some media companies, and should instead enable users to pay for
consumption on a per article, per song or per download basis; or
for content to be consumed and paid for on an incremental basis
(payment per paragraph or minute of audio or video content).
SatoshiPay works without software download or sign-up for the user
(save for creation/top up of an online wallet). Payments are
instant and the user's wallet balance is available on each website
that integrates the SatoshiPay software.
In February 2016, SatoshiPay released a beta version of its
product, which integrates with WordPress, the world's most popular
web publishing platform. SatoshiPay introduced its first
Application Programming Interface (API) in mid 2016, potentially
extending the company's reach to all websites, internet
applications (including mobile apps) and internet connected
software. In July 2016, SatoshiPay announced a collaboration with
Visa Europe's innovation department relating to a proof of concept
project to develop the capability to deliver a trusted top-up
service to a digital wallet, using just a Visa card. SatoshiPay
made an unaudited loss of approximately EUR210,000 in 2016.
Further details regarding SatoshiPay are available at its
website www.satoshipay.io
Further details on the SatoshiPay Subscription
The Company has entered into a conditional subscription
agreement with SatoshiPay ("Subscription Agreement") whereby the
Company has agreed to subscribe for 1,886 new ordinary shares of
SatoshiPay for total cash consideration of EUR641,240
(approximately GBP0.56 million as at 13 January 2017). Completion
of the SatoshiPay Subscription is subject to, inter alia:
-- The Company having completed an equity fundraising to raise
not less than GBP0.65 million before costs;
-- Various representations and warranties remaining true,
correct and complete upon completion of the SatoshiPay
Subscription.
Completion of the Subscription Agreement together with
completion of further investment by third parties into SatoshiPay
of approximately EUR0.36 million (which is currently in the process
of completing) would result in Blue Star owning approximately 10.68
per cent. of the enlarged issued share capital of SatoshiPay.
Pursuant to the Subscription Agreement, it is intended that the
shareholders of SatoshiPay, including Blue Star, will enter into a
Shareholder Agreement following completion of the Subscription
Agreement. This agreement is expected to set out, inter alia,
various items requiring the approval of 75 percent. of SatoshiPay's
shareholders (including the transfer of any shares in the capital
of the Company), rights of first refusal in relation to transfer of
shares and issue of new shares, drag and tag along rights and
various share vesting provisions.
Further details of the Placing
Subject to the Placing being subscribed for in full, completion
of the Placing and issue of up to 466,666,667 new Ordinary Shares
("Placing Shares"), is conditional on, inter alia:
-- receipt of funds;
-- Admission of the Placing Shares to trading on AIM
("Admission"), which is expected to occur on or around 19 January
2017;
-- the Subscription Agreement having been completed (subject
only to payment of the subscription price to SatoshiPay following
Admission);
The net proceeds of the Placing of up to GBP0.65 million will be
used primarily to make the SatoshiPay Subscription. The remainder
will be used for general working capital purposes for the
Company.
Tony Fabrizi, CEO of Blue Star commented:
"We are delighted to be investing in SatoshiPay at this exciting
stage in its development. We believe the market opportunity for
SatoshiPay is potentially vast and we look forward to working with
SatoshiPay's management to help maximise this opportunity."
Meinhard Benn, CEO of SatoshiPay commented:
"We couldn't be more excited to have Blue Star investing in us.
They bring an excellent network in digital publishing and financial
services and we are looking forward to working with them. Blue Star
have been very supportive of our vision right from the first
meeting. Their investment should help us to swiftly reach our
target EUR1m funding round so that we can return to fully focussing
on developing and marketing our product".
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). The Market Abuse
Regulation ("MAR") became effective from 3 July 2016. Market
soundings, as defined in MAR, were taken in respect of the proposed
fundraise and the proposed investment with the result that certain
persons became aware of inside information, as permitted by MAR.
That inside information is set out in this announcement and has
been disclosed as soon as possible in accordance with paragraph 7
of article 17 of MAR. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
inside information relating to the Company and its securities.
For further information, please contact:
Blue Star Capital
plc
Tony Fabrizi +44 (0) 777 178 2434
Cairn Financial Advisers
LLP +44 (0) 20 7213 0880
(Nominated Adviser
and Broker)
Emma Earl/Jo Turner
About Blue Star Capital Plc
Blue Star is an investing company with a focus on technology and
its applications within media and gaming. Blue Star's investments
include a holding in Disruptive Tech Limited, an investing company
with five investments including a 38% holding in VNU Group LLC
("VNU") a speciality online direct retailer of premium goods paid
for through an instant credit facility and a holding in Nektan PL;
an investment in Sthaler, an early stage identity and payments
technology business which enables a consumer to identify themselves
and pay using just their finger at retail points of sale.
About SatoshiPay Ltd
SatoshiPay is headquartered in London with development led
through its office in Berlin. Angel funding for SatoshiPay Ltd was
supplied by Axel Springer Plug & Play and Henning Peters, seed
funding was raised through publicly listed companies Coinsilium
Group (ISDX:COIN) and FastForward Innovations (LON:FFWD).
Development of SatoshiPay's nanopayment product started in April
2015 and its beta version was released in February 2016. Find
updated information at the company's website https://satoshipay.io,
its blog https://medium.com/@SatoshiPay and Twitter
@SatoshiPay.
Cautionary Note on Forward Looking Statements
This press release contains forward-looking statements, which
are generally statements that are not historical facts.
Forward-looking statements can be identified by the words
"expects," "anticipates," "believes," "intends, " "estimates,"
"plans," "will," "outlook," and similar expressions.
Forward-looking statements are based on management's current plans,
estimates, assumptions, and projections, and speak only as of the
date they are made. We undertake no obligation to update any
forward-looking statement in light of new information or future
events, except as otherwise required by law. Forward-looking
statements involve inherent risks and uncertainties, most of which
are difficult to predict and are generally beyond our control.
Actual results or outcomes may differ materially from those implied
by the forward-looking statements as a result of the impact of a
number of factors.
This document does not constitute investment advice and has been
prepared without taking into account the recipient's investment
objectives, financial circumstances or particular needs and the
opinions and recommendations in this representation are not
intended to represent recommendations of particular investments to
particular investments to particular persons. Recipients should
seek professional advice when deciding if an investment is
appropriate.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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