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Announcement To B Made By The AIM Applicant Prior To Admission In Accordance With Rule 2 Of The AIM Rules
Blackstar Group SE
(Incorporated in Malta)
(Company number SE 4)
(registered as an external company with limited liability in the Republic of South
Africa under registration number 2011/008274/10)
LSE Ticker: BLCK
JSE Share code: BCK
ISIN: MT0000620113 (“Blackstar” or the “Company”)
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN
ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES (“AIM RULES”)
COMPANY NAME:
Blackstar Group SE (the “Company”) (to be renamed Tiso Blackstar Group SE)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING
ADDRESS (INCLUDING POSTCODES) :
3rd Floor
Avantech Building
St Julian’s Road
San Gwann
SGN 2805 Malta
COUNTRY OF INCORPORATION:
Malta
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM
RULE 26:
www.blackstar.eu (And from readmission www.tisoblackstar.eu)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE
ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14,
THIS SHOULD BE STATED:
Blackstar is a dual listed (AIM and AltX of the JSE) investment company, whose objective is
to gain exposure to the growth on the African continent largely through companies in South
Africa with the underlying themes of strategic market position and strong cash flow.
On 08 December 2014, the Company announced that it had agreed to acquire all the
ordinary shares in Times Media Group Limited (“TMG”) not already owned by it and its
subsidiaries by way of a scheme of arrangement and a 22.9% equity interest in Kagiso Tiso
Holdings Proprietary Limited (“KTH”). Both acquisitions constitute reverse takeovers under
AIM Rule 14.
Times Media Group, which is listed on the JSE, owns media and entertainment assets and
operates the following divisions:
- Media – newspapers, magazines and digital publishing
- Broadcasting and content – Television and radio broadcasting, content production,
out of hone, advertising and digital services
- Retail solutions – retail advertising production systems, related database
management and development, retail printing, home entertainment and platform
businesses.
In the same announcement, the Company announced that it had agreed to acquire an
effective 22.9% interest in Kagiso Tiso Holdings Proprietary Limited (“KTH”), a prominent
South African investment holding company, for a total purchase price of approximately R2.06
billion (£113.8 million). KTH is an investment holding company focusing on infrastructure,
media, healthcare, resources and financial services across Africa.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO
TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal
value and issue price to which it seeks admission and the number and type to be held as
treasury shares):
Up to 299,653,430 Ordinary Shares of €0.76 each (assuming maximum share consideration
is paid for the TMG Shares).
The actual number of ordinary shares to be admitted will depend on the amount of cash
elected to be received by the holders of TMG Scheme Shares. In the event that the maximum
Cash Consideration is paid, 90,794,152 New Shares will be issued as consideration, and if
no Cash Consideration is paid, 123,722,561 New Shares will be issued as consideration.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
CAPITALISATION ON ADMISSION:
No capital being raised on Admission.
Anticipated Market Cap is £210m based on the current mid-market price of the Company
and the maximum share consideration.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
41.35% - 59.6% (dependent upon the number of shares issued pursuant to the TMG Share
Scheme)
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM
COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING
ITS AIM SECURITIES) ADMITTED OR TRADED:
Application will also be made to readmit the Blackstar Shares to trading on the AltX of the
Johannesburg Stock Exchange
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including any other name by which
each is known):
David Adomakoh, Proposed Chairman
John Mills, Independent Non-executive Chairman
Nkululeko Sowazi, Proposed Non-executive Director
Andrew Bonamour, Non-executive Director
Marcel Ernzer, Independent Non-executive Director
Richard Wight, Independent Non-executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A
PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION
(underlining the first name by which each is known or including any other name by which
each is known):
Name Prior to Readmission Following Readmission
Assuming the minimum Assuming the maximum
number of New Shares number of New Shares
are issued are issued
No. of No. of No. of
shares % shares % shares %
(millions) (millions) (millions)
Tiso Investment Holdings Proprietary
53.8 20.2 53.8 18.0
Limited (RF)(1)
Tiso Foundation Charitable Trust 39.0 14.6 39.0 13.0
Public Investment Corporation SOC
23.5 8.8 32.1 10.7
Limited
Kagiso Asset Management Proprietary
21.3 8.0 34.6 11.5
Limited(3)
Coronation Asset Managers Proprietary
19.4 7.3 26.4 8.8
Limited
The Mehta Family Trusts 12.5 4.7 17.0 5.7
Andrew Bonamour 8.5 10.4 8.5 3.2 8.5 2.8
The Ceejay Trust 7.9 9.7 10.3 3.9 11.2 3.7
Lynchwood Nominees Limited
7.1 8.7 * * * *
(Leventis)
Kagiso Asset Management (Pty) Ltd 5.6 6.9 * * * *
Credit Suisse AG 5.0 6.2 * * * *
Gingko Trading Proprietary Limited 4.9 5.9 * * * *
Henderson Global Investors 4.0 4.9 * * * *
Barcalys Private Bank and Trust 3.8 4.7 * * * *
Schroder Investment Management Ltd 3.7 4.6 * * * *
*Following the Readmission, these will be less than 3%.
Expected shareholdings of the Tiso Blackstar Group are provided above, on the assumption
that the minimum number of 183,625,950 New Shares are issued under the terms of the
TMG scheme of arrangement (i.e. the maximum Cash Consideration is paid) resulting in an
Enlarged Share Capital of 266,725,021, and secondly on the assumption that the maximum
number of 216,554,359 New Shares are issued (i.e. the maximum Share Consideration is
paid) resulting in an Enlarged Share Capital of 299,653,430 Shares.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2,
PARAGRAPH (H) OF THE AIM RULES:
The following parties are named in accordance with Schedule 2 paragraph (h) of the AIM
Rules:
- Baker & McKenzie LLP in respect of South African legal advice: £54,382;
- Webber Wentzel in respect of South African legal advice: £43,506;
- Nortons Inc in respect of South African legal advice: £27,191;
- Liberum Capital Limited in respect of previous role as nominated adviser to the
Company: £48,233; and
- Andreas Neocleous & Co LLC in respect of Cypriot legal advice: £10,356.
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim
financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT
TO AIM RULES 18 AND 19:
i. 31 December
ii. 31 December 2014
iii. Interim results to 30 June 2015 to be published by 30 September 2015
Annual results to 31 December 2015 to be published by 30 June 2016
Interim results to 30 June 2016 to be published by 30 September 2016
EXPECTED ADMISSION DATE:
08 June 2015
NAME AND ADDRESS OF NOMINATED ADVISER:
ZAI Corporate Finance Ltd
1 Hobhouse Court
Suffolk St
St James’
London
SW1Y 4HH
Contact : Tom Price / Richard Morrison
Telephone: 0203 167 2820
NAME AND ADDRESS OF BROKER:
ZAI Broking Ltd
1 Hobhouse Court
Suffolk St
St James’
London
SW1Y 4HH
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL
OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE
APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The Admission Document, which contains full details about the applicant and the admission
of its securities, is available on the Company’s website (www.blackstar.eu).
DATE OF NOTIFICATION:
22 May 2015
NEW/ UPDATE:
NEW
22 May 2015
Sponsor: PSG Capital Proprietary Limited
Date: 22/05/2015 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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