Business
Acquisition of assets
Acquisition of assets.
About this update from Blue Star Capital Plc
[{"type":"text","content":"\n RNS Number : 6892T Blue Star Capital plc 10 June 2009 \n \nBlue Star Capital plc\n(the 'Company')\n\nAcquisition of assets\n\nThe Company announces that it has entered into a conditional agreement (the 'Agreement') with The PegasusBridge Defence & Security Fund Limited (the 'Fund') to acquire the Fund's assets (the 'Acquisition'), comprising convertible loan notes and equity in three unlisted companies operating in the homeland security industry ('HSI'), These companies are Pedagog Limited, Zimiti Limited and OmniPerception Limited.\n\nThe total value of the assets to be acquired as at 1 June 2009, which has been calculated using a combination of Actual Investment Value, British Venture Capital Association Guidelines and Fair Value in accordance with International Accounting Standards, is £2,148,049. In recognition of the fact that the Company already owns approximately 30.77% of the shares in the Fund, the consideration for the Acquisition will be £1,487,111 (which is 69.23% of the total value), satisfied by the issue of 45,063,965 new ordinary shares of 0.1 pence each fully paid at a price of 3.3 pence (the 'Consideration Shares'). The Fund's shareholders will enter into lock-in agreements whereby they will not, for the first 12 months, be able to dispose of the Consideration Shares (save in the event of (i) a general offer for the Company (ii) a scheme of arrangement or (iii) a section 110 re-organisation) and thereafter for a further 12 months will only be able to dispose of the Consideration Shares through the Company's broker.\n\nThe Company does not currently have sufficient shareholder authority to issue the Consideration Shares, and therefore it will be posting a circular to shareholders in due course to convene a General Meeting to increase its authorities to allot shares. The Acquisition is conditional on the approval of the shareholders of the Company of this resolution, and the allotment and admission of the Consideration Shares to trading on AIM.\n\nThe Consideration Shares will rank pari passu with the existing ordinary shares and will represent 29.93% of the Company's enlarged issued share capital. Application will be made for these shares to be admitted to trading on AIM dependant upon shareholder app...