Wrap Text
Posting of annual report and accounts and notice of annual general meeting
Blackstar Group SE
(Registered in Malta with registration number SE 4)
(registered as an external company with limited liability in
the Republic of South Africa under registration number
2011/008274/10)
Share code: BLCK LN and BCK SJ
ISIN: MT0000620105
(“Blackstar” or the “Company”)
POSTING OF ANNUAL REPORT AND ACCOUNTS AND NOTICE OF ANNUAL
GENERAL MEETING
Shareholders are hereby advised that the Company posted its
annual report and accounts for the financial year ended 31
December 2012 (“the Annual Report”) and its notice of annual
general meeting (“Notice of Annual General Meeting”) to
shareholders on Friday, 3 May 2013.
Accordingly shareholders are hereby advised that the annual
general meeting of the Company will be held on Tuesday, 28 May
2013, at 10:00am (CEST) at 4th Floor Avantech Building, St
Julian’s Road, San Gwann, SGN 2805, Malta (“the Annual General
Meeting”).
Shareholders are further advised that the Notice of Annual
General Meeting incorporates details of, inter alia, a
proposed share consolidation (“the Share Consolidation”) and
share split (“the Share Split”) of the Company’s ordinary
shares. The full Annual Report and Notice of Annual General
Meeting can be downloaded at www.blackstar.lu.
THE SALIENT DETAILS OF THE SHARE CONSOLIDATION AND SHARE SPLIT
The Company has a large number of shareholders who each hold a
small number of shares, are not engaged with the Company and
many of whom are probably unaware they own shares in the
Company: at 31 March 2013, almost 3,300 shareholders of the
Company held fewer than 250 ordinary shares and over 2,000
shareholders currently have not cashed one or more dividend
cheques.
The board of directors of the Company considered ways to
reduce the administrative burden and costs of the long tail on
the share register of the Company with the intention of giving
minority shareholders value for the small number of shares
whilst also leaving the Company with a more engaged and
manageable shareholder base.
The board has therefore decided that the Share Consolidation
would be in the best interests of the Company and shareholders
as a whole at this time and is proposing to consolidate the
share capital of the Company on the basis of 250 existing
shares for one consolidated share. Fractional entitlements
will be dealt with in the manner described below.
Immediately following the Share Consolidation, the board is
proposing that each consolidated share be subdivided into 250
existing shares as this means that the NAV per share and the
Company’s share price will not be affected by the process of
rationalising the shareholder base.
The implementation of the Share Consolidation and the Share
Split will, based on the current share register of the
Company, result in approximately 3,250 shareholders who each
hold fewer than 250 shares, together representing
approximately one-eighth of one per cent (0.125%) of the
issued share capital of the Company, ceasing to be members of
the Company.
These shareholders will receive a payment in cash of (i) £0.80
per existing share if their shares are held on the AIM
register or (ii) ZAR11.27 per existing share if their shares
are held on the Alt-X register (being the closing market price
in London on 19 April 2013 and using the closing exchange rate
of ZAR:GBP of 14.09:1 as quoted by Bloomberg).
To be able to affect the Share Consolidation it is necessary
to issue additional existing ordinary shares so that the
number of existing ordinary shares in issue is exactly
divisible by the consolidation factor (being 250, the number
of existing ordinary shares to be consolidated into each new
consolidated share). The Company will issue the required
number of existing ordinary shares at £0.80 per share to a
nominated third party (“the Nominated Third Party”) (who will
agree to acquire the fractional entitlements and, following
the Share Consolidation, sell them for the benefit of the
fractional shareholders) as soon as practicable following the
Annual General Meeting and, in any event, before the record
date of the Share Consolidation and Share Split, being 28 June
2013 (“the Record Date”).
A consequence of the terms of the Share Consolidation is that
holders of fewer than 250 existing ordinary shares will not be
entitled to receive a consolidated share and holders of more
than 250 existing ordinary shares will only be entitled to one
consolidated share for every 250 existing ordinary shares they
hold at the Record Date.
Fractional entitlements will be sold (for the benefit of the
fractional shareholders) to the Nominated Third Party at a
price of £0.80 or ZAR11.27 per existing share and will then be
aggregated so as to form whole consolidated shares. For the
avoidance of doubt, no rounding up or down will be applied in
relation to the fractional entitlements and all fractional
entitlements will be sold. The proceeds of the sale will then
be distributed to fractional shareholders in proportion to the
fractions of consolidated shares held by each of them.
On completion of the Share Consolidation any shareholder
holding fewer than 250 existing ordinary shares on the Record
Date will, therefore, no longer be a shareholder of the
Company.
Any Shareholder holding more than 250 existing ordinary shares
on the Record Date, but being a holding which is not exactly
divisible by 250, will be entitled to one consolidated share
for every 250 existing ordinary shares held, together with the
proceeds of sale of his or her fractional entitlements (which
will be aggregated and sold as described above).
The Share Split will take place immediately following the
Share Consolidation.
The new ordinary shares arising on the completion of the Share
Consolidation and Share Split will have the same rights as the
existing ordinary shares, including without limitation, the
same nominal value and the same voting, dividend and other
rights.
As a result of the Share Consolidation and Share Split, the
Company will need to change its ISIN. The Company will make an
announcement regarding details of the new ISIN when
arrangements have been finalised with the relevant
authorities.
Neither the disposal of the fractional entitlements to the
Nominated Third Party nor the distribution of the proceeds to
fractional shareholders will be considered to be a dividend
and accordingly, no dividend tax will be payable on the
fractional entitlements that will be sold (for the benefit of
the fractional shareholders) to the Nominated Third Party or
the distribution of the proceeds to fractional shareholders.
Set out in the table below is the salient dates and times
relating to the Share Consolidation and Share Split:
Last day to trade for shareholders on the 10 May 2013
South African sub-register in order to be
recorded in the share register of the Company
on the record date for the Annual General
Meeting
Last day to trade for shareholders on the AIM 14 May 2013
sub-register in order to be recorded in the
share register of the Company on the record
date for the Annual General Meeting
Record date for shareholders in order to 17 May 2013
participate and vote at the Annual General
Meeting
Annual General Meeting held on 28 May 2013
Announcement confirming that the special By 31 May 2013
resolutions in respect of the Share
Consolidation and Share Split have been filed
with the Maltese Registrar of Companies
Last day to trade for shareholders on the 21 June 2013
South African sub-register in order to be
able to participate in the Share
Consolidation and Share Split
Listing and trading in new ordinary shares 24 June 2013
commences under new ISIN (number to be
confirmed) on the JSE
Last day to trade for shareholders on the AIM 25 June 2013
sub-register in order to be able to
participate in the Share Consolidation and
Share Split
Last day to trade under ISIN: MT0000620105 28 June 2013
Record Date for the Share Consolidation and 28 June 2013
Share Split
First trading day after completion of the 1 July 2013
Share Consolidation and Share Split on AIM
Trading commences under new ISIN (number to 1 July 2013
be confirmed) on AIM
CSDP/Broker accounts updated with the New 1 July 2013
Ordinary Shares on the South African sub-
register
Share certificates in relation to the new 1 July 2013
ordinary shares posted to shareholders on the
South African sub-register
Note:
1. No transfer of Shares will be allowed between the sub-registers of the
Company between 21 June 2013 and 28 June 2013, both dates included.
2. No dematerialisation and rematerialisation of Shares will be allowed
between 24 June 2013 and 28 June 2013, both dates included.
3. If any of the above times and/or dates change materially, the revised
times and/or dates will be notified to shareholders by announcement to
shareholders on AIM and on Altx.
For further information, please contact:
Blackstar Group SE Bryan Moyer + 356 2144 6377
Liberum Capital Limited Chris Bowman +44 (0) 20 3100
/ 2222
Christopher
Britton
PSG Capital (Pty) David Tosi / +27(0) 21 887
Limited Willie 9602
Honeyball
Date: 07/05/2013 11:00:00 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.
Sharenet Sites 
