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Update On 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
2 May 2017
Tiso Blackstar Group SE
("Tiso Blackstar" or the "Company")
Update on
Transfer of Registered Office from Malta to UK
AIM is a market designed primarily for emerging or smaller companies to which a higher investment
risk tends to be attached than to larger or more established companies. AIM securities are not
admitted to the official list of the United Kingdom Listing Authority.
A prospective investor should be aware of the risks of investing in such companies and should make
the decision to invest only after careful consideration and, if appropriate, consultation with an
independent financial adviser.
Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser.
The nominated adviser is required to make a declaration to the London Stock Exchange on admission
in the form set out in Schedule Two to the AIM Rules for Nominated Advisers.
The London Stock Exchange has not itself examined or approved the contents of this announcement.
On 20 November 2015 the Company announced its proposal to transfer (the “Transfer”) its registered
office from Malta to the UK. It set out in the announcement and in a circular (the “Circular”) to
shareholders of the same date the reasons for the transfer, an overview of the process to implement
the transfer, an expected timetable and further information for shareholders and investors regarding
implications of the transfer. This information included:
1. a comparison between the existing legal regime governing the Company and the legal regime of
England and Wales;
2. a non-exhaustive summary of certain tax consequences of the implementation of the transfer for
shareholders;
3. a summary of the implications of coming under the jurisdiction of the UK City Code on Takeovers and
Mergers; and
4. changes to the articles of association necessary to effect the transfer.
The Circular is available at http://www.tisoblackstar.com/publications/ .
The process has taken longer than envisaged due to the need to complete the re-domicile of a
subsidiary company before the Company migration can become effective. The re-domicile of the
subsidiary company has now taken place and so the Company has today published a Schedule 1
disclosure under the AIM Rules as a precursor to completing the transfer.
AIFMD
As stated in the Circular to shareholders, dated 20 November 2015 relating to the Migration, 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 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.
At the time that the Circular was published, based on the structure of the business of the Company at
that time, upon the Transfer becoming effective, the Company would have become subject to AIFMD
as implemented in the UK. Accordingly, the Circular set out the steps which the Company intended
to take in order to ensure that it could continue to carry on business as an entity which would require
authorisation from the UK Financial Conduct Authority (“FCA”). The Circular indicated that Tiso
Blackstar would be likely to incur materially increased compliance, regulatory, operational and
administrative costs as a result of being authorised by the FCA.
However, as a result of a number of factors, including the change in strategy of the Company in the
period since the Circular was published, which in turn triggered a change in the Group’s status as an
Investment Entity from an accounting perspective resulting in the Company consolidating its
investments, the fact that the Company is treated by AIM as an operating company and not an
investing company, the withdrawal of the Company’s previous investment policy, the adoption of a
general commercial purpose described on its website and the fact that the main purpose of the
Company is not to generate returns for its shareholders through divestment of its subsidiaries or
associated companies, the Company has concluded that it is a holding company for the purposes of
AIFMD and therefore falls within a specific exclusion to AIFMD.
Accordingly, upon completion of the Migration, the Company will not become subject to AIFMD and
there will be no need for the Company to seek FCA authorisation at this time. This conclusion is
supported by written advice received from its legal advisors.
Directors
The full names and functions of Tiso Blackstar’s Directors are set out below:
- 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-Executive Director
- Marcel Ernzer, Non-Executive Director
- Richard Thomson Wight, Non-Executive Director
- Harishkumar Kantilal Mehta, Non-Executive Director
Changes to the Tiso Blackstar Directors’ current and past directorships since the publication of the
Company’s admission document on 30 April 2015, which have not previously been made available in
the public domain are as follows:
Director Name Additional current Additional past directorships in
directorships: the previous five years
Andrew David Bonamour - Ochre Media Proprietary - Nomvuso Investments
Limited - Prime Assets Managers
Nkululeko Leonard Sowazi - Kharma Group Limited - None
Richard Thomson Wight - Tendall Capital Markets - None
Limited
John Broadhurst Mills - Momo Limited - None
Harishkumar Kantilal Mehta - Averda SA Waste - None
Management Services
- Gold Coast Florida
Regional Center
Save for the above, there is no further information that is required to be disclosed in accordance with
Rule 17 and paragraph (g) of Schedule 2 of the AIM Rules for Companies.
Relationship Agreement
The Company has entered into a relationship agreement with David Adomakoh, Nkululeko Sowazi,
Tiso Investment Holdings Proprietary Limited, and Northland Capital Partners, dated 8 March 2017,
which governs the relationship between each of the parties to it in order to ensure that the Company
is able to carry on its business independently.
Timetable
Set out below is the current expected timetable to completion of the transfer:
April 2017 Application made to the Maltese Registry of Companies, for preliminary certificate
attesting to completion of the Transfer acts and formalities (the“Maltese Transfer
Certificate”).
April 2017 Application is made to the London Stock Exchange for the readmission of the share
capital following completion of the transfer.
May 2017 Maltese Transfer Certificate is granted by the Maltese Registry of Companies.
May 2017 Application for registration is made by the Company to UK Companies House.
May 2017 Issue of certificate of registration by UK Companies House. Transfer becomes
effective.
May 2017 Readmission of the share capital to AIM
May 2017 Removal of registration of the Maltese Registry of Companies.
All dates are estimations based on current expectations (in particular estimations as to how long UK
Companies House and the Maltese Registry of Companies will take to process documents) and are
subject to change.
Responsibility Statement
The Directors of the Company (the “Directors”) (whose names appear above) accept responsibility for
the information contained in this announcement. To the best of the knowledge of the Company and
its Directors (who have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit anything likely to
affect the import of such information. No person is authorised to give any information or make any
representation other than as contained in this announcement and, if given or made, any such
information or representation must not be relied upon as having been authorised.
For further information, please contact:
Tiso Blackstar Group SE Leanna Isaac + 356 2137 3360
Northland Capital Partners Limited Tom Price +44(0) 203 861 6625
Margarita Mitropoulou
PSG Capital Proprietary Limited David Tosi +27(0) 21 887 9602
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