Investee company acquired by Digital Barriers (6969I)
June 20 2011 - 2:00AM
UK Regulatory
TIDMBLU TIDMDGB
RNS Number : 6969I
Blue Star Capital plc
20 June 2011
20 June 2011
Blue Star Capital plc
("Blue Star Capital" or "the Company")
Blue Star Capital, the AIM listed investment company focused on
the Homeland Security sector is pleased to announce the acquisition
of one of its investee companies, Zimiti Limited ("Zimiti") (the
"Acquisition") by Digital Barriers plc (AIM:DGB).
Under the terms of the Acquisition, Digital Barriers will
acquire the entire issued share capital of Zimiti on a cash-free,
debt-free basis for an initial consideration of GBP1.5 million in
cash. Dependent on the successful satisfaction by Zimiti of certain
financial and operational targets in the period from completion of
the acquisition to 30 September 2013, further deferred
consideration may be paid up to a maximum total consideration of
GBP10.0m. This deferred consideration would be satisfied by the
payment of a maximum of GBP4,250,000 in cash, with the balance
satisfied through the issue of new Ordinary Shares in Digital
Barriers.
Blue Star Capital's fully diluted holding in Zimiti of 26.01% is
valued at GBP721,024 in its Interim Accounts at 31 March 2011 and
this value will continue to be carried until the various earnout
criteria are achieved and recognised. The initial cash
consideration to Blue Star will be approximately GBP250,000 (having
been reduced pro-rata by Zimiti discharging its debts at
completion) and the subsequent Digital Barriers shares received,
where the number of shares to be issued is calculated from their
prior five day average close price at that time, will be in
"lock-in" for twelve months from each issue. The cash received will
be utilised to progress the Company and no profits are
attributable.
Blue Star Capital is pleased to report a successful exit in its
core investment strategy to invest in world-class Homeland Security
companies where their technology has class-leading dual-use
capability across both the defence and civilian sectors.
End
Blue Star Capital plc 020 7034 4980
Dr Richard Leaver
Panmure Gordon (UK) Limited 020 7459 3600
Edward Farmer/Callum Stewart
About Zimiti Limited (www.zimiti.com):
Zimiti, based in Cambridge, UK, focuses on the development of
Unattended Ground Sensor ("UGS") technology. UGS solutions are used
in a range of surveillance and protective applications across both
the defence and security sectors, and are particularly effective in
remote or hostile locations.
About Digital Barriers (www.digitalbarriers.com)
Founded by the leadership team behind Detica Group, Digital
Barriers is focused on the provision of specialist products and
services to the homeland security market where the threat of
international and domestic terrorism represents a compelling
commercial opportunity. Over time, the Company aims to become a
mid-market specialist, working directly with end-customers and
internationally through key partner organisations, to provide
focused, proportionate and effective solutions for the protection
of high-profile targets, crowded spaces and the critical national
infrastructure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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