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BCK - Blackstar Group SE - Update re transfer to Malta and payment of special dividend 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: GB00B0W3NL87 ("Blackstar" or "the Company") UPDATE RE TRANSFER TO MALTA AND PAYMENT OF SPECIAL DIVIDEND Following the announcement made by the Company on 23 September 2011 at the time of release of its interim results for the six months ended 30 June 2011 (the "announcement"), the Company wishes to update shareholders on the proposed transfer of the registered office and tax residence of the Company to Malta and the proposed payment of a special dividend. Transfer to Malta In relation to the transfer of the registered office and the tax residence of the Company to Malta, it was stated in the announcement that the Directors of the Company were planning to propose to Shareholders shortly that Blackstar transfers its registered office and tax residence to Malta. This will lessen the administrative, legal and auditing costs which arise from it having its registered office in the United Kingdom and its tax residence and principal establishment in Luxembourg. The Directors also believe Malta will be the most efficient jurisdiction for the Company with respect to distributions to Shareholders. The preparation for the proposed transfer is progressing well and it is expected that within the next two to three weeks a circular in relation to the transfer will be posted to shareholders of Blackstar and a transfer proposal (setting out the prescribed details in relation to the migration) will be published on or about the same date as the posting of the circular to shareholders. On the basis that a circular will be posted and the transfer proposal published within the stated timeframe, the shareholders meeting for purposes of resolving on the proposed transfer will be held around the middle of January 2012 and the effective date of the transfer (assuming that shareholders will approve it) will be in late January 2012 or early February 2012. The reason for the delay between the posting of the circular and the proposed date of the shareholders meetings is that under Luxembourg law any shareholder meeting relating to a transfer of registered office or tax residency away to another jurisdiction must be held no earlier than 2 months following publication of the associated transfer proposal. Special Dividend In the announcement it was further stated that following completion of the sale of the Company`s 54% interest in Ferro Industrial Products (Pty) Limited for GBP18.2 million (which has now happened) and the transfer to Malta (which is still subject to shareholder approval), the Board of Blackstar intends paying a special dividend of GBP5.5 million to its shareholders in line with the Company`s announcement dated 11 May 2011 on its capital management policy. In order to avoid any significant delays in the payment of the special dividend, the Board of the Company has taken advice that, on an exceptional and once-off basis, the Company will be able to pay the special dividend in a tax efficient manner prior to the transfer to Malta (i.e. at a time that the Company will still be tax resident in Luxembourg). Hence, the Board has resolved to declare a special dividend of 6.5 pence per ordinary share for shareholders on the UK register or 80.53175 cents per ordinary share for shareholders on the South African register. The special dividend due to shareholders on the South African register was converted to South African Rand from Pounds Sterling at the spot exchange rate of GBP 1 = ZAR 12.38950 at 5 pm South African time on Thursday, 27 October 2011. The special dividend will be paid in accordance with the salient dates and times set out below. Last day to trade on the South African register Friday, 4 November 2011 Trading ex-dividend commences on the South Monday, 7 November 2011 African register Last day to trade on the UK register Tuesday, 8 November 2011 Trading ex-dividend commences on the UK Wednesday, 9 November 2011 register Record date for shareholders recorded on the UK Friday, 11 November 2011 and South African share registers Day of payment Friday, 2 December 2011 Share certificates may not be dematerialised or rematerialised between Monday, 7 November 2011 and Friday, 11 November 2011, both days inclusive, and transfers between the UK register and the South African register may not take place during that period. It should be noted that in accordance with Luxembourg law (and based on the stand-alone Luxembourg GAAP accounts of the Company) the payment to shareholders will not be considered as a dividend, but rather as a return of share premium, which under Luxembourg law, and in accordance with the Company`s articles, is within the discretion of the Board. For the avoidance of doubt, in South Africa and the UK (in terms of IFRS) the payment to shareholders will be out of retained earnings and is therefore considered to be a dividend. 28 October 2011 For further information, please contact: Blackstar Group SE John Kleynhans +352 402 505 427 Liberum Capital Limited Chris Bowman / Christopher +44 (0) 20 3100 2222 Britton
PSG Capital (Pty) David Tosi +27(0) 21 887 9602 Limited Date: 28/10/2011 08:00:47 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.
