BSF Enterprise Regulatory News (BSFA)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION.

16 May 2022

BSF Enterprise plc

("BSF" or the "Company")

Results of General Meeting

Allotment of shares‎‎ 

BSF Enterprise plc (LSE: BSFA), the investment company established to acquire businesses focused on early-stage opportunities in the biotechnology, innovative marketing and e-commerce ‎sectors, is pleased to announce that at the Company's General Meeting held earlier today, all resolutions proposed were duly passed by shareholders by way of a poll.

Full details of the voting at the General Meeting are set out in the table below.

Allotment of Shares

The Company also confirms that it has today allotted the ‎33,900,004‎ Consideration Shares, the ‎23,744,912‎ Placing Shares, and ‎7,798,491‎ Restricted Shares (together, "New Ordinary Shares"), conditionally on the re-admission of the Existing Ordinary Shares ‎and the admission of the New Ordinary Shares ‎to the Official List by way of a Standard Listing ‎and to trading on the London Stock Exchange's ‎Main Market for listed securities‎ ("Admission"). The Consideration Shares and the Placing Shares have been allotted at the issue price of 7.37 pence per share and the Restricted Shares have been allotted at 1 penny per share.

Applications have been made to the FCA and to the London Stock Exchange for the re-admission of the Existing Ordinary Shares and for admission of the New Ordinary Shares ‎to the Official List by way of a Standard Listing ‎and to trading on the London Stock Exchange's ‎Main Market for listed securities.

It is expected that Admission will become effective at or around 8.00 a.m. on 17 May 2022 and that dealings in the New Ordinary Shares will commence at that time and that trading in the Existing Ordinary Shares will resume at that time.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company and will on issue be free of all claims, liens, charges, encumbrances and equities.

The Company confirms that with effect from Admission, the Company's issued share capital will comprise ‎85,783,409‎ ordinary shares of £0.01 each, with each share carrying the right to one vote. The Company does not hold any ordinary shares in treasury.

The above figure of ‎85,783,409‎ may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or of a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

The resolutions were put to shareholders via a poll, the results of which were as follows:

The total number of ordinary shares in issue on 16 May 2022 was ‎20,340,002 shares. 90.15% of voting capital was instructed in respect of the resolutions put to the General Meeting.

The full text of the resolutions can be found in the Circular and Notice of General Meeting dated 27 April 2022, which is ‎available on the Company's website at:‎ https://www.bsfenterprise.com/investors

In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the ‎resolutions passed by the Company's shareholders, other than ordinary business will be ‎submitted to the National Storage Mechanism and will shortly be available for ‎inspection at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Circular.

Further announcements will be made in due course, as appropriate.

Enquiries:

For further information, please visit www.bsfenterprise.com.

LEI: ‎‎2138007PJT69H8FYLC06‎

This announcement contains inside information for the purposes of Article 7 of the UK version of Market Regulation (EU) No 596/2014 on Market Abuse as it forms part of UK domestic law by virtue of the

European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

DISCLAIMER

Shard Capital Partners LLP ("Shard Capital"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FRN: 538762), is acting ‎as broker to the Company in relation to the Placing. Persons receiving this announcement should note that ‎Shard Capital will not be responsible to anyone other than the Company for providing the protections afforded to its ‎clients or for advising any other person on the arrangements described in this announcement. Shard Capital has not ‎authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by it for ‎the accuracy of any information or opinion contained in this announcement or for the omission of any ‎information.‎

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' beliefs or current expectations concerning, amongst other things, the amount of capital which will be returned by the Company and the taxation of such amounts in the hands of Shareholders. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

The information given in this announcement and the forward-looking statements speak only as at the date of ‎this announcement. The Company, Shard Capital and their respective affiliates expressly disclaim any obligation or ‎undertaking to update, review or revise any forward-looking statement contained in this announcement to ‎reflect actual results or any change in the assumptions, conditions or circumstances on which any such ‎statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing ‎Rules, the Prospectus Regulation Rules or other applicable laws, regulations or rules.‎

The Existing Ordinary Shares and the New Ordinary Shares have not, nor will they be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. The Existing Ordinary Shares and the New Ordinary Shares to be issued by the Company may not be offered or sold directly or indirectly in or into the United States unless registered under the US Securities Act or offered in a transaction exempt from or not subject to the registration requirements of the US Securities Act or subject to certain exceptions, into Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. All of the value of an investor's investment in the Company will be at risk. Past performance is not a guide to future performance and the information in this circular or any documents relating to the matters described in it cannot be relied upon as a guide to future performance. Persons needing advice should contact a professional adviser.