Blue Star Regulatory News (BLU)

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

16 October 2019

Blue Star Capital plc

("Blue Star" or the "Company")

Posting of Circular and Notice of General Meeting

Blue Star Capital plc (AIM: BLU), the investing company with a focus on technology and its applications within media and gaming, announces that it has today posted a circular and notice of a general meeting to all shareholders containing further details of the proposals set out in its announcement of 14 October 2019.

The general meeting has been convened for 11:00 am on 6 November 2019 to be held at the offices of Cairn Financial Advisers LLP, 62-63 Cheapside, London, EC2V 6AX. A copy of the circular, of which an extract is included below, is available on the Company's website www.bluestarcapital.co.uk.

For further information, please contact:

IMPORTANT NOTICE

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Placing Shares in any jurisdiction. The offer and sale of Placing Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Subject to certain exemptions, the Placing Shares may not be offered to or sold within Canada, Australia, Japan, New Zealand or the Republic of South Africa or to any national, resident or citizen of Canada, Australia, Japan, New Zealand or the Republic of South Africa.

The Placing Shares have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction of the United States. The Placing Shares may not be offered or sold, directly or indirectly, in or into the United States (except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act). No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in reliance on, Regulation S under the Securities Act.

The distribution of this announcement outside the UK may be restricted by law. No action has been taken by the Company, Cairn or SCC that would permit (i) a public offer of Placing Shares in any jurisdiction or (ii) possession of this announcement in any jurisdiction outside the UK, where action for that purpose is required. Persons outside the UK who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement is directed only at persons who are: (a) if in a member state of the European Economic Area ("EEA"), persons who are qualified investors, being persons falling within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"), or (b) if in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (c) are persons to whom they may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

Cairn Financial Advisers LLP ("Cairn") is acting as nominated adviser to the Company for the purposes of the AIM Rules. Cairn is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. Cairn's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Cairn as to, and no liability is accepted by Cairn in respect of, any of the contents of this announcement

Smaller Company Capital Limited ("SCC") is authorised and regulated in the UK by the FCA and is acting as broker to the Company in connection with the Placing. SCC is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by SCC as to, and no liability is accepted by SCC in respect of, any of the contents of this announcement.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds of the Placing, the Company's liquidity position, the future performance of the Company, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchanges rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward looking statements reflect the Company's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. 

Dear Shareholder

Proposed issue of Placing Shares and New Warrants, investment in Esports opportunitiesand notice of General Meeting

1 Introduction

On 14 October 2019 the Company announced a placing of, in aggregate 900,000,000 Placing Shares at the Placing Price (the "Placing"). Once completed, the gross proceeds from the Placing will be £900,000. The Placing comprises two elements:

(a) a firm Placing of 450,000,000 Placing Shares at the Placing Price to raise, in aggregate, £450,000 (the "First Placing"); and

(b) a conditional Placing of 450,000,000 Placing Shares at the Placing Price to raise in aggregate, £450,000 (the "Second Placing").

The allotment of the First Placing Shares is conditional only upon completion of the first part of the Investment Agreement and the admission to trading of those Placing Shares on AIM which is expected to take place at 8.00 a.m. on or around 18 October 2019.

The allotment of the Second Placing Shares is conditional, inter alia, upon the Company obtaining approval of the Shareholders at the General Meeting to grant the Directors the authority to allot the Second Placing Shares and certain New Warrants to subscribe for Ordinary Shares and to dis-apply statutory pre-emption rights which would otherwise apply to such allotments. The General Meeting, notice of which is set out at the end of this Document, has been convened for 11.00 a.m. on 6 November 2019. Subject to the passing of the Resolutions and the second part of the Investment Agreement becoming unconditional (save only for Second Admission), it is anticipated that the Placing Shares to be allotted pursuant to the Second Placing will be admitted to trading on AIM at 8.00 a.m. on or around 12 November 2019.

The primary purpose of the Placing is to raise further funds so that the Company may invest in certain esports opportunities (as further described below) in accordance with its investment policy.

The purpose of this Document is to explain, inter alia, the background to and reasons for the Placing, to explain why the Board considers the Placing to be in the best interests of the Company and its Shareholders and why the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial interests amounting, in aggregate to 86,386,364 Ordinary Shares representing 3.2 per cent. of the Existing Ordinary Shares following First Admission.

2 Background to the Placing and use of proceeds

The Company believes that a significant opportunity exists within esports which, according to estimates by games and esports analytics provider Newzoo, may see total global esports market revenue increase to US$1.1 billion for 2019. The largest component of this estimate relates to sponsorship, media rights and advertising and the Company will take advantage of this growth opportunity by investing in franchises and infrastructure investments targeting different regions globally.

An opportunity has been presented by Jonathan Bixby (through his company Toro Consulting Ltd) (the "Introducer"), who founded and listed Argo Blockchain plc by way of a Standard Listing on the London Stock Exchange's main market on 3 August 2018, to invest in six esports businesses which are being developed. These investment opportunities are in line with the Company's investing strategy of investing in gaming. Esports encompasses competitive, organised gaming and has seen a significant growth in recent years in terms of the number of events, the number of competitors and audience viewing and, importantly, revenues generated through activities including ticket sales, merchandising, media rights and partnerships.

It is the intention of each of the companies in which Blue Star will invest to create or acquire a competitive esports franchise to generate revenue from tournament winnings, digital marketing opportunities, sponsorship, membership, merchandise and promotional tours and events. Each of the companies is targeting a different region globally for financing and team building but all will attempt to become global brands. Blue Star is investing at an early stage in each of these companies and as part of its investment Blue Star has secured the right to invest in future rounds of each company to allow it to maintain its position, if it so chooses.

Further details of the companies in which Blue Star will invest are as follows:

3 Investment Agreement

On 13 October 2019, the Company entered into an investment agreement ("Investment Agreement") with the Investee Companies under the terms of which it will make investments of approximately £150,000 each in six esport companies.

Pursuant to the terms of the Investment Agreement, the Company will subscribe for ordinary shares in the share capitals of each of The Lords Esports plc, Googly Esports plc and Dynasty Esports PTE Ltd for an aggregate subscription price of c.£450,000 conditional upon First Admission. The Company will subscribe for ordinary shares in the share capitals of each of The Cubs Esports PTY Ltd and The Drops Esports Inc for an aggregate subscription price of c.£300,000 and will subscribe for $185,000 (USD) convertible loan notes created and issued by The Dibs Esports Corp, conditional, inter alia, upon (i) the passing of the Resolutions at the General Meeting; and (ii) Second Admission.

Under the Investment Agreement, each of the Investee Companies have given limited warranties and the Company has been granted certain information rights which will cease to apply once the Company is interested in less than 3 per cent. of the voting share capital of any Investee Company.

The Investment Agreement is governed by the laws of England and Wales.

4 Update on Blue Star

The Company's main investment is SatoshiPay, where it currently owns 27.9 per cent. of the issued share capital. Based on SatoshiPay's most recent fund raise in March 2019, Blue Star's investment is valued at approximately £4.6million.

SatoshiPay has spent much of 2019 refining its product offering and developing a number of technical features of its business, most notable the Solar wallet, international VAT compliance tools for its publishers and a login-based cross-device wallet backup.

In addition to its offering for the publishing industry, SatoshiPay is broadening its reach into other verticals and intends to expand its services within the cross-border B2B payments vertical which is currently estimated to be a £160bn market. Although in its infancy, SatoshiPay is already engaged in a number of customer conversations and while this sector remains highly competitive the opportunity to exploit SatoshiPay's existing technology appears to be strong. SatoshiPay will continue to develop its publishing vertical as it has a number of key relationships within this sector and anticipates announcing transactions later this year.

In addition to its investment in SatoshiPay, Blue Star has a 1 per cent. shareholding in Sthaler, a biometric payments business. Sthaler has recently announced a major initiative in Manchester and is continuing to attract interest both commercially and from investors. The Company's board remains confident in Sthaler's long term potential.

Finally, the Company's investment in Disruptive Tech Limited has continued to disappoint and it seems likely that the position will be further written down with the publication of the Company's accounts.

5 Placing

900,000,000 Placing Shares have been conditionally placed with new and existing institutional investors at the Placing Price to raise aggregate gross proceeds of £900,000. The Placing is not being underwritten. The new Placing Shares will represent approximately 28.6 per cent. of the Enlarged Share Capital.

The Placing Price represents a premium of approximately 33 per cent. to the closing mid-market price of 0.075 pence per Ordinary Share on 11 October 2019 (being the last practical date prior to the announcement of the Placing).

The Second Placing is conditional, inter alia, on the approval of the Resolutions at the General Meeting of the Company to be held on 6 November 2019 and upon Second Admission which is expected to take place on or around 12 November 2019.

The Placing Shares issued pursuant to the Placing will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

6 New Warrants

In consideration of the Introducer introducing the investments to the Company, and to provide the Company with potential future funding and in respect of incentivisation of the Directors, the Company has agreed, pursuant to the terms of the Warrant Instruments, to grant New Warrants to subscribe for Ordinary Shares to each of the Introducer, Tony Fabrizi (Chief Executive Officer) and Derek Lew (proposed Director) in the amounts set out below.

On completion of the First Placing, the Company will grant, (subject, in the case of Derek Lew, to him being appointed as a Director) New Warrants as follows:

The Company will (subject, in the case of Derek Lew, to him being appointed as a Director and the passing of the Resolutions) grant further New Warrants as follows:

7 Admission and dealings

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid following Admission.

It is expected that First Admission will become effective and that dealings in the Placing Shares allotted pursuant to the First Placing will commence on or around 18 October 2019. It is expected that Second Admission will become effective and that dealings in the Placing Shares allotted pursuant to the Second Placing will commence on or around 12 November 2019.

8 Related Party Transactions

The grant of warrants to Tony Fabrizi and to Derek Lew, upon his appointment as Director, and Tony Fabrizi's participation in the First Placing are deemed to be related party transactions for the purposes of Rule 13 of the AIM Rules. The Directors, with the exception of Tony Fabrizi, consider, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, that the terms of the transactions are fair and reasonable insofar as the Company's shareholders are concerned.

9 General Meeting

You will find set out at the end of this Document a notice convening the General Meeting to be held at the offices of Cairn Financial Advisers LLP at Cheyne House, Crown Court, 62-63 Cheapside, London EC2V 6AX on 6 November 2019 at 11.00 a.m.

The Resolutions to be proposed at the General Meeting are as follows:

Resolution 1: will be proposed as an ordinary resolution to authorise the Directors to: allot the Second Placing Shares; to facilitate the issue of New Warrants and to allot further Ordinary Shares up to a maximum nominal amount of £1,500,000 (which represents 47.7 per cent. of the Company's Enlarged Share Capital). This authority shall expire at the conclusion of the next annual general meeting of the Company.

Resolution 2: will be proposed as a special resolution and is conditional upon the passing of Resolution 1 and seeks to empower the Directors to dis-apply statutory pre-emption rights to allot the Second Placing Shares, the New Warrants and further Ordinary Shares up to a maximum nominal amount of £1,500,000. This authority shall expire at the conclusion of the next annual general meeting of the Company.

10 Action to be taken by Shareholders

You can use your vote in respect of your shareholding by attending the General Meeting or by appointing a proxy to attend the meeting and vote on your behalf.

A proxy may be appointed by either:

·; returning the accompanying Form of Proxy in the post; or

·; using the CREST electronic proxy appointment service (for CREST members only).

In each case the notice of appointment of your proxy should reach (whether by post or by CREST) our registrar, Link Asset Services at PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF by no later than 11.00 a.m. on 4 November 2019. Please refer to the notes in the notice of General Meeting and the accompanying Form of Proxy for detailed instructions.

11 Recommendation

The Directors consider that the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, your Directors unanimously recommend that Shareholders vote in favour of all Resolutions, as they intend to do in respect of their own shareholdings.

Yours faithfully

Tony Fabrizi

Chief Executive Officer

EXPECTED TIMETABLE OF PRINCIPLE EVENTS

Notes:

1) References to times in this Document are to London time (unless otherwise stated).

2) The times and/or dates set out in the timetable above may be subject to change.

3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a Regulatory Information Service.

ISSUE STATISTICS

DEFINITIONS

Notes:

1) All references in this Document to "£" or "pence are to the lawful currency of the UK.

2) All references to legislation in this Document are to English legislation unless the contrary is indicated.