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BCK - Blackstar Group SE - Abridged prospectus: Private placement and listing of

Release Date: 18/07/2011 08:00
Code(s): JSE
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BCK - Blackstar Group SE - Abridged prospectus: Private placement and listing of shares on the JSE Blackstar Group SE Previously Blackstar Group PLC (Incorporated in England and Wales) (Company number SE 30) (registered as an external company with limited liability in the Republic of South Africa under registration number 2011/008274/10) Share code: BCK ISIN: GB00BOW3NL87 ("Blackstar" or "the Company") ABRIDGED PROSPECTUS: PRIVATE PLACEMENT AND LISTING OF SHARES ON THE JSE This Prospectus is not an invitation to the public to subscribe for or an offer to the public to purchase Blackstar shares. It is issued in compliance with the Listings Requirements of the JSE Limited ("the JSE") and with the South African Companies Act 71 of 2008, as amended ("the South African Companies Act"), for the purpose of providing information to the public and qualifying investors with regard to Blackstar. The information in this abridged prospectus has been extracted from the prospectus issued by the Company on 18 July 2011 ("the Prospectus") relating to the Private Placement of up to 15 000 000 (fifteen million) ordinary shares in the share capital of Blackstar at an issue price of the Rand equivalent of GBP0.85 (eighty five Pence) each ("the Private Placement"), and the subsequent secondary listing of Blackstar on the Altx of the JSE. Copies of the Prospectus may be obtained during office hours from: i. the Company at 2nd Floor, Ibex House, the Minories, London, EC3N 1DX; ii. PSG Capital (Proprietary) Limited, the corporate adviser and sponsor of Blackstar, at First Floor, Ou Kollege Building, 35 Kerk Street, Stellenbosch, 7599 and at Ground Floor, DM Kisch Building, Inanda Greens Business Park, 54 Wierda Road West, Wierda Valley, Sandton, 2196; or iii Link Link Market Services South Africa (Proprietary) Limited at 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2000. For a full appreciation of the secondary listing and the Private Placement, the Prospectus should be read in its entirety. BACKGROUND AND OVERVIEW OF BLACKSTAR Blackstar was incorporated and registered in England and Wales on 20 June 1989 and subsequently converted to a European public limited-liability company, or Societas Europaea, on the 27 June 2011 under company number SE30. The Company also registered as an external company in South Africa on 14 April 2011 under registration number 2011/008274/10. Blackstar is an investment holding company that targets listed and unlisted investment opportunities where it can play an active role, working with management teams, and leverage off Blackstar`s financial and business experience and network in order to enhance value. Blackstar was founded by Andrew Bonamour in 2005 and listed on AIM in London in early 2006 after raising GBP80 million, before expenses, to pursue special opportunities that would capitalise on the developments and changes taking place on the African Continent. Blackstar has developed a long term track record of outperformance and has an experienced investment advisory team that have complimentary backgrounds and are based in Johannesburg. Blackstar`s investment style incorporates best practises from value investing, growth investing, event driven investing and opportunism. Fundamental analysis and extensive due diligence are at the core of the investment process. Current shareholders include management, Schroder Investment Management Limited, Eton Park Capital Management L.P., Lansdowne Partners Limited, Midas Capital Partners Limited and Henderson Global Investors Limited, amongst others. As at 30 June 2011, Blackstar had tangible intrinsic net assets of GBP91.822 million, equating to just under R1 billion. INVESTMENT STRATEGY Blackstar`s investment strategy is to achieve a balance between long-term capital growth and income, through investments in a range of listed and unlisted investment opportunities. Blackstar`s investment thesis is based on targeting listed and unlisted investment opportunities, with the underlying themes of strategic market position, strong cash flows and the ability to exploit the wider African market from its South African base. The geographic mix of investments will vary over time depending on the relative attractiveness of opportunities across different African countries and regions. RATIONALE FOR LISTING ON ALTX Building on its successful track record, Blackstar intends to raise up to R138 million additional capital from new investors in South Africa and the United Kingdom and list on the Altx as a secondary listing. The capital raised will be used to fund investment opportunities in its pipeline. The purpose of the secondary listing on the Altx is to: * enhance the liquidity and tradability in the Company`s shares; * unlock value for Blackstar`s shareholders through enhanced price discovery; * reinforce Blackstar`s connection with a market in which greater than 90% of its assets are located; * create awareness with prospective institutional and retail investors about the merits of investing in Blackstar; * appeal to a broader range of prospective investors, both institutional and retail, who are familiar with Blackstar`s investments and its history therefore providing further access to capital in order to facilitate and accelerate the Company`s growth and acquisitions falling within Blackstar`s investment scope; and * facilitate the raising of additional capital to allow Blackstar to fund its pipeline. Shares issued pursuant to the Private Placement will be issued at a 30.9% discount to the tangible intrinsic NAV at 30 June 2011. INVESTMENT HISTORY AND TRACK RECORD Blackstar has a track record of superior returns and as at 30 June 2011, Blackstar had invested GBP113.7 million in South Africa. Since inception Blackstar has exited several investments and has generated an IRR of 30% (thirty per cent) in Pounds Sterling on these investments. A significant portion of Blackstar`s investments have been in public opportunities in South Africa and these investments have generated an IRR of 29% (twenty nine per cent) in Pounds Sterling up to 30 June 2011. Over the same period, the FTSE/JSE Africa All Share Total Return Index returned an IRR of 13% (thirteen per cent) in Pounds Sterling. Since inception, Blackstar has increased its tangible intrinsic NAV attributable to equity holders from GBP75.4 million (net capital raised) to GBP91.8 million, as at 30 June 2011. This is after returning GBP13 million to Shareholders by way of dividends and share buy-backs. This performance has been achieved in spite of some of the most turbulent economic and trading conditions in living memory. PROSPECTS Blackstar has an active pipeline of investment opportunities that it is looking to pursue and it intends to apply the majority of funds raised from the Private Placement against these opportunities. These opportunities will be pursued through Blackstar directly or through its existing subsidiaries that are looking at acquiring companies in South Africa or Africa to further expand their footprint on the continent. MIGRATION TO MALTA Blackstar was previously known as Blackstar Group PLC. Blackstar Group PLC recently converted into a Societas Europaea or European public limited-liability company. Following this Conversion, the Company will be able to transfer its registered office from England and Wales to another member country of the European Union. This will lessen the administrative, legal and auditing costs which arose from it having its registered office in the United Kingdom and its tax residence and principal establishment in Luxembourg. The Directors plan to propose to Shareholders shortly that Blackstar transfer its registered office and tax establishment to Malta which is the most efficient jurisdiction for the Company for returning excess capital to Shareholders and will ensure that in pursuing its commitment to return excess capital to Shareholders, Shareholders are not adversely affected by the current tax regime. DIRECTORS The names and addresses of the directors of the Blackstar are as follows: Full name Designation Address JB Mills Non-executive chairman 58, rue Charles Martel, L-2134, Luxembourg WA Baertz Non-executive director 58, rue Charles Martel, L-2134, Luxembourg AD Non-executive director 11 Crescent Drive, Melrose Arch, 2076, RSA Bonamour M Ernzer Non-executive director 54, rue de Cessange L-1320, Luxembourg C Taberer Non-executive director 58, rue Charles Martel, L-2134, Luxembourg DETAILS OF THE PRIVATE PLACEMENT The salient details of the private placement are as follows: Private Placement issue price per the Rand equivalent of GBP0.85 ordinary share (eighty five pence) per ordinary share as calculated on the closing
date Number of ordinary shares offered for up to 15 000 000 (fifteen million) subscription in terms of the Private Placement Total amount sought to be raised GBP12.75 million or approximately R138.425 million Opening of the Private Placement at Monday, 18 July 2011 09:00 on Closing of the Private Placement at Friday, 5 August 2011 12:00 on The Private Placement is open to selected investors only and is not underwritten. Without limiting the aforegoing, the Private Placement does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and the Prospectus should not be forwarded or transmitted to any person in any territory other than where it is lawful to make such an offer. The Private Placement shares have not been and will not be registered under the Securities Act of the United States of America. Accordingly, the Private Placement shares may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, United States persons, except pursuant to exemptions from the Securities Act. The Prospectus and its accompanying application form are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United States. The Prospectus does not constitute an offer of any securities for sale in the United States or to United States persons. The Private Placement does not constitute an offer in the District of Colombia, the United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. LISTING ON THE JSE The JSE has formally approved the listing of all ordinary shares in the issued share capital of Blackstar as a secondary listing on the Altx under the abbreviated name "Blackstar", share code "BCK" and ISIN GB00B0W3NL87 with effect from the commencement of trade on Friday, 12 August 2011. For further information please contact: Blackstar Group SE John Kleynhans +352 402 505 427 Collins Stewart Europe Matt Goode +44 (0) 20 7523 8350 Limited PSG Capital (Pty) Ltd Willie Honeyball/David Tosi +27 (0) 21 887 9602 18 July 2011 London Sponsor and Corporate Adviser: PSG Capital (Pty) Limited AIM nominated adviser and broker: Collins Stewart Europe Limited Independent reporting accountant: BDO South Africa Inc. Independent auditors: BDO LLP Date: 18/07/2011 08:00:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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