To view the PDF file, sign up for a MySharenet subscription.

TISO BLACKSTAR GROUP SE - Announcement To Be Made By The Aim Applicant Prior To Admission In Accordance With Rule 2 Of The Aim Rules

Release Date: 02/05/2017 11:00
Code(s): TBG     PDF:  
Wrap Text
Announcement To Be Made By The Aim Applicant Prior To Admission In Accordance With Rule 2 Of The Aim Rules

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

  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:

 TISO BLACKSTAR GROUP SE (“Tiso Blackstar” or the “Company”)

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :

 The current application relates to a migration of the holding company from Malta to the
 United Kingdom (“UK”), pursuant to Article 8 of Council Regulation (EC) No. 2157/2001 of
 8 October 2001 of the statute for a European Company (the “Migration”).

 Current address in Malta:

 3rd Floor Avantech Building

 St Julian’s Road

 San Gwann

 SGN 2805

 Malta

 Registered office and address once the Migration of the Company to the UK occurs:

 Berkeley Square House

 Berkeley Square

 Mayfair

 London

 W1J 6BD



COUNTRY OF INCORPORATION:
 The Company is a European public limited company (Societas Europaea) and from the date the
 Migration becomes effective will be registered in England and Wales.

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 http://www.tisoblackstar.com/aim-rule-26/



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:

    Tiso Blackstar Group SE is the holding company of a media, entertainment and marketing solutions
    group operating market leading newspaper, broadcast, digital and events properties focused on
    providing quality content and services to its varied audiences. The Company has a broad spectrum
    of existing businesses with strong exposure to rapidly growing digital and mobile markets. Tiso
    Blackstar’s current geographic footprint is predominantly in South Africa and also includes growing
    businesses in Kenya, Ghana and Nigeria.

    Current media and related services businesses include:
        -   Publishing (Newspapers & Magazines – Digital & Print) – South Africa’s largest English
            language publisher, South Africa’s largest Sunday paper and business paper, second largest
            digital publisher.


        -   Broadcasting (TV and Radio) – leading positions in lifestyle, business and motoring TV
            channels, TV production, film distribution, music catalogues and radio stations (Kenya,
            Ghana, Nigeria, KZN and Mpumalanga).Retail and brand marketing solutions (Software,
            process automation, data, in-store, point of sale) – Hirt & Carter and Uniprint are market
            leaders.

    Tiso Blackstar retains ownership in the following non-media related businesses which have been
    identified as non-core businesses to be sold at the appropriate time:


        -   Robor – the largest steel tube and pipe manufacturer and supplier across Africa.


        -   CSI – consisting of GRS, which is the leading metal roof sheeting manufacturer and supplier
            in SADC, together with Stalcor, which is the leading distributor of stainless steel and
            aluminium in South Africa.


        -   KTH – A diversified, empowered investment holding company with investments across
            sectors including media, services, mining and manufacturing. On 13 December 2016, Tiso
            Blackstar announced the conditional sale of its 22.9% interest in KTH.

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):

The Company currently has, and intends to admit, the following issued share capital:



    -   Issued: 270,803,609 ordinary shares of €0.76 each


Of these, at 2 May 2017 the Company held 2,512,349 treasury shares.

4,612,256 shares are currently held by management and restricted solely under the rules of the
management incentive scheme.

There are no restrictions as to transfer of the securities.

Other than the securities mentioned, the Company does not have any other securities.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION
ON ADMISSION:

N/A – Admission is only required as a consequence of the Migration of the Company from Malta to
England and Wales.

The anticipated market capitalisation on Admission is £160 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

191,376,742 ordinary shares are not in public hands, representing 70.7% of the issued share
capital.

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:

United Kingdom: AIM

South Africa: Altx market of the JSE
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 Kwame Tandoh Adomakoh – Non-executive Group Chairman
       -   John Broadhurst Mills – Non-executive Group Deputy Chairman
       -   Nkululeko Leonard Sowazi – Non-executive Director
       -   Andrew David Bonamour – Non-executve Director
       -   Marcel Ernzer – Non-executive Director
       -   Richard Thomson Wight (“Tom”) – Non-executive Director
       -   Harishkumar Kantilal Mehta (“Harish”) – 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):

There will be no change in the significant shareholders before and after the admission. The
significant shareholders are as follows:



                     Shareholder                      Total shares          % of issued share
                                                         held             capital (net of treasury
                                                                                   shares)

    Tiso Investment Holdings Pty Ltd                      53,787,536                       20.05%

    Kagiso Asset Management Pty Ltd                       43,319,487                       16.15%

    Tiso Foundation Charitable Trust                      38,984,567                       14.53%

    Public Investment Corporation SOC Ltd                 27,716,143                       10.33%

    Peregrine Holdings                                    15,628,894                        5.83%

    Credit Suisse Private Banking                         12,223,500                        4.56%

    Mehta Family Trusts                                   11,301,129                        4.21%

    Andrew Bonamour*                                       8,781,980                        3.30%


*This includes shares held by funds associated with Andrew Bonamour.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H)
OF THE AIM RULES:

N/A

(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)     Accounting reference date: 30 June
      (ii)    Main financial information: Unaudited six month period ending 31 December 2016

      (iii)   Dates:


             - Annual accounts for the period 30 June 2017 to be presented around 30 September
               2017.

             - Half yearly report for the period 31 December 2017 to be presented around 31
               March 2018.

             - Annual accounts for the period 30 June 2018 to be presented around 30 September
               2018.


EXPECTED ADMISSION DATE:

Late May 2017.


NAME AND ADDRESS OF NOMINATED ADVISER:

Northland Capital Partners Limited

4th Floor

60 Gresham Street

London

EC2V 7BB


NAME AND ADDRESS OF BROKER:

Northland Capital Partners Limited

4th Floor

60 Gresham Street

London

EC2V 7BB

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:
N/A – application is for a quoted applicant in relation to the Migration of its holding company from
Malta to the UK. Previous Admission Documents containing full details about the applicant and the
admission of its securities are available on the Company's website at: www.tisoblackstar.com.

DATE OF NOTIFICATION:

2 May 2017

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT’S SECURITIES HAVE
BEEN TRADED:

The Company is currently admitted to AIM; the application is solely in relation to the Migration.

THE DATE FROM WHICH THE APPLICANT’S SECURITIES HAVE BEEN SO TRADED:

The Company was re-admitted to AIM on 8 June 2015 following completion of substantial
acquisitions.

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO
ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON
SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Confirmed.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS
SECURITIES SO TRADED) ARE AVAILABLE:

http://www.tisoblackstar.com/announcements/ and http://www.tisoblackstar.com/publications/

DETAILS OF THE APPLICANT’S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

In its interim results for the six months ended 31 December 2016, the Company stated that the
business had made significant progress in implementing its strategy of becoming a media and
related services group and these results reflected the positive effects of this new focus. The interim
results marked the first time that Tiso Blackstar had reported results on a consolidated basis.
During the period, the Company also announced the sale of its non-core 22.9% interest in Kagiso
Tiso Holdings Proprietary Limited (‘KTH’) for R1.5 billion (£90 million) which is expected to close in
May 2017.

The Company is currently looking at acquisition opportunities both in South Africa and
internationally that should add to the earnings of the Group.


A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE
APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH
AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save for the disposal of KTH referred to above, which was announced on 13 December 2016, there
has been no significant change in the financial or trading position of the group since 30 June 2016.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE
WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE
MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of Tiso Blackstar Group SE have no reason to believe that the working capital available
to it or its group will be insufficient for at least twelve months from the date of its readmission
following completion of the Migration.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

N/A

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT’S SECURITIES:

The Ordinary Shares are in registered form and can be held in certificated form.

Securities issued by non-UK incorporated companies cannot themselves be held electronically (i.e.
in uncertificated form) or transferred in the CREST system. Accordingly, because before the
Migration the Company was a Maltese company, to enable investors to be able to settle and pay for
interests in the Shares through the CREST system, the Company put 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.
The Company is currently finalising arrangements for settlement following the Migration, which will
either be a continuation of the current Depositary Interest arrangements or trading directly in the
underlying security through CREST.

In addition, the Company has entered into arrangements to enable Shareholders to settle and
transfer dematerialised Ordinary Shares through the Strate system. The Strate system is the
clearing and settlement system used by the JSE for security transactions to be settled and
transfer of ownership to be recorded electronically, managed by Strate Proprietary Limited (a
registered central securities depository in terms of the South African Custody and Administration
of Securities Act, No. 85 of 1992, as amended.


A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT’S SECURITIES:

 http://www.tisoblackstar.com/wp-
 content/uploads/2015/06/MA_ChangeName_ROCuploaded346917_1.pdf



INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:

 Details of the proposed Migration and the reasons for it were set out in the circular to shareholders
 dated 20 November 2015. A separate RNS dated 2 May 2017 sets out revised timings and some
 updates to the consequences of the proposals.


A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT’S LATEST ANNUAL REPORT AND
ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO
ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

 http://www.tisoblackstar.com/publications/


THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

 At 2 May 2017 the Company held 2,512,349 treasury shares.


2 May 2017

JSE Sponsor:

PSG Capital

Date: 02/05/2017 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.

Share This Story