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TISO BLACKSTAR GROUP SE - Notice of Annual General Meeting and Annual Report Transfer of Registered Office from Malta to UK

Release Date: 20/11/2015 14:30
Code(s): TBG     PDF:  
Wrap Text
Notice of Annual General Meeting and Annual Report
Transfer of Registered Office from Malta to UK

Tiso 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: TBGR
JSE Share code: TBG
ISIN: MT0000620113

                                                                                      20 November 2015

                                      Tiso Blackstar Group SE
                                (“Tiso Blackstar” or the “Company”)

                       Notice of Annual General Meeting and Annual Report
                          Transfer of Registered Office from Malta to UK

Notice of Annual General Meeting and Annual Report

Tiso Blackstar announces that in light of the change in the Company's accounting reference date from
31 December to 30 June, the audited accounts in respect of the financial period from 31 December
2014 to 30 June 2015 require approval by shareholders at an annual general meeting before 31
December 2015. Therefore, the Notice of the Annual General Meeting has been posted to its
shareholders. A copy of the Notice is available on the Company’s website (www.tisoblackstar.com).

The Company also announces that the Company's Annual General Meeting will be held at 10:00 a.m.
CET on Wednesday 23 December 2015 at its registered office at 3rd Floor, Avantech Building, St
Julian's Road, San Gwann, SGN 2805 Malta.

Tiso Blackstar further announces that the audited accounts in respect of the financial period from 31
December 2014 to 30 June 2015 are available on the Company’s website (www.tisoblackstar.com).
Should a shareholder require a printed copy of the Annual Report, they are requested to contact the
Company Secretary at info@tisoblackstar.com.

Transfer of Registered Office from Malta to UK

The Notice of Annual General Meeting also includes resolutions to approve the transfer of the
Company’s registered office from Malta to the UK (the “Transfer”). Accompanying the Notice of
Annual General Meeting is a circular to shareholders containing an explanatory letter from the
Chairman of the Company and further background and information for shareholders in respect of the
Transfer (the “Circular”).

Reasons for the Transfer

Tiso Blackstar is currently subject to the laws and regulations of Malta and is dual listed with a primary
listing on AIM of the LSE and a secondary listing on AltX of the JSE. In addition, Tiso Blackstar
(Cyprus) Limited (“TBCL”), the Company's wholly owned subsidiary which holds most of the
Company’s investments, is incorporated in Cyprus.

Locating the Company and TBCL in the United Kingdom will enable its business operations to be
located in the same jurisdiction as its primary listing, which the board of directors of the Company (the
“Board”) believes will ensure a better understanding of the structure of the Company and its
subsidiaries by investors. The proposed Transfer and proposed transfer of TBCL are also expected
to remove inefficiencies and complications in the current operations of the Tiso Blackstar holding
structure, reducing the multiplication of audit, legal and administrative costs that currently exist as a
result of being present in Malta and Cyprus and listed in London and Johannesburg.

In light of recent favourable changes to the tax regime in the United Kingdom, the Board believes that
the Transfer of the Company's and TBCL's tax residency to the United Kingdom would not be
disadvantageous from a tax perspective.
Overview of process to implement Transfer

The Board proposes to implement the Transfer pursuant to the provisions of the Council Regulation
(EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (the “SE Regulation”)
and therefore, the proposal for the Transfer was filed at the Maltese Registry of Companies on 20
October 2015 and published in the Maltese Government Gazette on 22 October 2015 as required
pursuant to the SE Regulation. A copy of the Transfer Proposal is set out in Part 2 of the Circular.
The Company has also produced a Transfer Report explaining the legal and economic impact of the
Transfer on the Company and for Shareholders. This is set out in Part 3 of the Circular.

In addition to the Resolutions customarily proposed at the Annual General Meeting, additional
Resolutions will be proposed at the Annual General Meeting to deal with the following matters related
to the Transfer: (i) to change the Company's registered office to the United Kingdom, (ii) to adopt the
new articles of association, and (iii) to appoint English auditors for the Company from completion of
the Transfer (together, the "Transfer Resolutions").

It is proposed that, conditional on the Transfer becoming effective, the Company's existing articles of
association be replaced with the new articles of association which will no longer include the provisions
of the Company's existing articles of association that were required in order to comply with the
corporate law of Malta and will reflect those of a listed public limited company incorporated and
regulated in England and Wales. The adoption of the new articles of association will not materially
impact or prejudice the rights of Shareholders in comparison to their existing rights under the
Company’s existing articles of association.

A summary of the provisions of the proposed new articles of association is set out in Schedule 2 to
Part 3 of the Circular and a comparison of the existing legal regime governing the Company and
English company law is set out in Schedule 1 to Part 3 of the Circular.

If the Resolutions approving the Transfer are passed but subject to the completion of the transfer of
TBCL, the Company will proceed to comply with certain procedural requirements to implement the
Transfer, including the filing of documents which are required to effect the Transfer at the Maltese
Registry of Companies and at Companies House. Following this, the Registrar of Companies in Malta
will issue a certificate confirming that all actions and formalities in respect of the Transfer have been
completed. This certificate must then be delivered to Companies House. The Transfer will become
effective when Companies House registers the Company in England and Wales.

The expected timetable of principal events is as follows:

Annual General Meeting                                                           10:00 a.m. CET, on
                                                                                 23 December 2015

Transfer expected to become effective                                            In or around May 2016

Cancellation of ISIN                                                             In or around May 2016

Suspension from trading and termination of depository interest                   In or around May 2016
arrangements with Capita plc

Issue of new ISIN                                                                In or around May 2016



Implications of the Transfer

Subject to the provisions of the SE Regulation, an SE is treated as if it were a public limited liability
company formed in accordance with the law of the Member State in which it has its registered office.
After the Transfer, the Company will be regarded as a public limited company governed by the laws of
England and Wales as subject to the SE Regulation.

The members of the Board shall continue in their positions after the Transfer.
The European Commission published the Alternative Investment Fund Managers Directive ("AIFMD"),
designed to regulate the managers of private equity, hedge and certain other types of investment
funds, on 1 July 2011. Tiso Blackstar has obtained a legal opinion from Maltese counsel which
concluded that Tiso Blackstar does not qualify as an alternative investment fund under Maltese law
and accordingly is not subject to AIFMD. However, investors, counterparties and other service
providers to the Company have shown a lack of understanding of the Maltese implementation of
AIFMD, and the Board believes that this lack of understanding has reduced investor interest in the
Company and made it more difficult for the Company to conduct business.

Upon the Transfer becoming effective, Tiso Blackstar will become subject to AIFMD as implemented
in the UK. The Board intends to apply for authorisation from the UK Financial Conduct Authority
("FCA") and, pending receipt of such authorisation, will enter into arrangements with Sapia Partners
LLP (trading as Lawson Conner) which is regulated by the FCA to enable the Company to conduct
business under the authorisation of Lawson Conner.

Tiso Blackstar is likely to incur materially increased compliance, regulatory, operational and
administrative costs as a result of being authorised by the FCA. However, the Board believes that the
benefits of increased investor interest and greater understanding of the Tiso Blackstar regulatory
environment will more than justify these increased costs.

Upon the Transfer becoming effective, the City Code on Takeovers and Mergers shall apply to the
Company as a public limited company with its registered office in the UK.

Securities issued by non-UK incorporated companies cannot themselves be held electronically (i.e. in
uncertificated form) or transferred in the CREST system. Accordingly, to enable investors to be able
to settle and pay for interests in the Shares through the CREST system, the Company currently has in
place arrangements pursuant to which Capita IRG Trustees Limited, the Depositary, holds, through a
custodian, the Shares for Shareholders wishing to settle and pay for interests through the CREST
system and has issued dematerialised Depository Interests representing the underlying Shares which
are held on trust for the holders of the Depository Interests. Following the Transfer, the Company will
become a UK incorporated company and its Shares will be able to be held electronically and
transferred in the CREST system. As such, following the transfer, the Depository Agreements will be
terminated and holders of Depositary Interests will have the Depositary Interests in their CREST
accounts substituted with Shares.

As a result of the Transfer, the Company’s ISIN will change; the Company will make a further
announcement regarding the new ISIN, including the relevant salient dates, when it has been
confirmed by the relevant authorities.

Review of listing on AIM and AltX

The Board is currently reviewing and exploring the possibility of moving the listing of its shares from
AIM and AltX to the Main Market in the UK and the Main Board in South Africa to increase the profile
of the Company. While there can be no assurance at this stage that such moves will occur, the Board
will make a further announcement to the market following the conclusion of the review.



For further information please contact:

For further information, please contact:
Tiso Blackstar Group SE                         Leanna Isaac                    + 356 2137 3360
Zai Corporate Finance Limited
– Corporate Finance                             Tom Price/                      +44 (0) 20 7060 2220
                                                Richard Morrison
– Sales                                         Steven Baird
PSG Capital Proprietary Limited                 David Tosi                      +27(0) 21 887 9602

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