Preliminary Results
Blue Star Capital plc
29 March 2007
29 March 2007
BLUE STAR CAPITAL PLC
('Blue Star' or 'the Company')
Preliminary Results for the Year ended 30 September 2006
Blue Star Capital plc (AIM: BLU), the Company created to provide seed capital
for early stage companies, presents its preliminary results for the period
ended 30 September 2006.
Highlights
•Participated in three new funding rounds for existing investee companies
with a value of £1.05 million to support their development
•Made new investments in three companies
•Balance sheet remains strong - net assets of £4.1 million
•With £3.0 million of investments (£1.4 million 2005) and £1.1 million of
cash Blue Star continues to pursue its prudent investment strategy
Nigel Robertson, Blue Star's Chairman, said:
'We have built an investment strategy based on delivering good capital growth
to its shareholders. During the year we have participated in new funding rounds
for existing investees, as well as investing in new companies. Our investee
companies each have substantial long term growth potential which we believe have
the potential to generate good returns.'
For further information:
Blue Star Capital plc Tel: 020 7297 0010
Nigel Robertson, Chairman
Haresh Kanabar, Chief Executive
Teather & Greenwood Ltd Tel: 020 7426 9000
Mark Dickenson
Sindre Ottesen
Holborn Public Relations Limited Tel: 020 7929 5599
David Bick/ Mark Longson
Extracts from the Chairman's statement and the report of the directors
In the year ended 30 September 2006, the Company recorded a loss before tax of
£851,716 compared to a loss before tax of £192,796 for the 15 month period
ended 30 September 2005. The loss figure in 2006 includes unrealised loss of
£387,200 providing for an impairment diminution in value of fixed assets, as a
result of the movements in their share price. The principal risks facing the
business arise from its investments. The risks attached to each of these are
explained more fully below. As at 30 September the Company had a cash balance
of £1,122,166 and investments at cost less provision for diminution in value of
£3,038,731.
Blue Star has made investments across a variety of sectors including property,
oil & gas, outsourcing, e-marketing and pest control as part of its strategy of
providing seed and development capital to companies that have significant
potential capital growth. During the year the Company made further investments
as part of new funding rounds in existing investee companies Gasol £500,000,
India Outsourcing Services £250,000 and Black Raven Properties £300,000. We
also made some new Investments in Zenergy £482,244, Venteco £265,040 and
Eseekers limited £150,000.
The year under review has seen significant activity and progress in our
investee companies as shown in the following review of Blue Star's portfolio of
investments.
Gasol Plc
Blue Star has a 13.9% stake in Gasol Plc (AIM: GAS) which joined AIM in March
2005 with a strategy of seeking acquisition and investment opportunities in the
oil & gas sector. In September of 2006 Gasol raised a further £3 million in
addition to the £4.5 million it had raised previously. In implementing its
corporate strategy Gasol has made an investment in Africa LNG by acquiring a 20%
stake with the option to purchase the remaining 80% equity.
African LNG has been established to play a significant role in the fastest
growing segment of the international oil and gas sector; liquefied natural gas
('LNG'). As there is both a current and projected shortage of gas in Europe,
African LNG believes it is very well positioned to help address this substantial
demand through the procurement of significant new supply of LNG from West
Africa.
African LNG aims to become the premier independent LNG company in the Gulf of
Guinea. With more than 200 trillion cubic feet of stranded gas reserves in West
Africa alone, African LNG believes that a significant opportunity exists for an
independent, agile company to develop multiple LNG projects throughout the Gulf
of Guinea region. To that end, African LNG is currently in various stages of
development on four LNG projects in the region that are designed to provide a
stable, long-term supply of gas to European and US markets.
The African LNG management team is led by Theo Oerlemans, who, during a
distinguished career at the Royal Dutch Shell Group of companies, served as
Chief Executive of the Nigeria LNG project, launching the first two LNG
production trains of the largest capital project in Africa. The project has
expanded continuously since its launch to become the largest private sector LNG
Company in the world with annual cash flow of several billion dollars. In
addition to heading the Nigerian LNG project, Mr Oerlemans held senior roles on
the Sakhalin LNG project in Russia, the Oman LNG project and the Brunei and
Malaysia LNG projects, and is considered one of the world's leading LNG
professionals with a demonstrated track record in the global LNG business.
Gasol has also acquired 75% of the equity of Afgas Infrastructure Limited
('AIL'), a project management company established to support the gas
infrastructure-related activities in the Gulf of Guinea region of African Gas
Development Corporation, for a cash consideration of £400,000. African Gas
Development Corporation recently announced a joint venture with Sociedad
Nacional de Gas, G.E.
Medcenter Holdings Inc.
Blue Star took a minority stake in the private company Medcenter Holdings Inc.,
a leading provider of e-marketing intelligence and relationship marketing
solutions to the pharmaceutical industry, in June 2005. Medcenter's clients
include a number of the world's top five pharmaceutical companies, in addition
to other well-known multi-national pharmaceutical groups.
Medcenter has strengthened its management team with the appointment of Dr Paul
Kelly, CEO and Raymond Land, CFO and has opened an office in New York to
exploit the potential of the US market.
In July 2006, the company participated in a further fund-raising round of US$6m
for its pro rata share at a price of US$3.80 an uplift of about 15% on the
company's original investment in June 2005. New investors accounted for about
50% of the round.
India Outsourcing Services Plc
India Outsourcing Services Plc (AIM: IOS) joined AIM in December 2004. Its
strategy is to seek acquisition opportunities in the Indian business processing
market. It has identified and studied a number of potential transactions but as
yet not completed any acquisitions. IOS raised a further £3million in February
2006 to fund its expansion plans. Blue Star has a 16% stake in IOS.
Black Raven Properties Plc
Black Raven Properties plc (AIM: BRP) joined AIM in February 2005. The Company
was established to identify and pursue opportunities in the property sector. It
is currently investing primarily in Portugal. Its target market is the luxury
housing market, as well as, commercial development opportunities with a focus
on those assets where a full planning approval is in place and a completion
time frame of 1 to 3 years. Blue Star has a 13.9% stake in Black Raven.
In January 2007 Black Raven Properties plc announced that it had transferred
its interests in two of its properties, Palacette Vilhenna and Bairro Alto, to
White Raven Capital Partners, a Portugese closed end property fund ('the Fund').
Palacette Vilhenna and Bairro Alto are substantial old buildings that are being
converted into housing apartments in the Lisbon area. These interests were
acquired by the Company in July 2006.
The price at which the transaction has been agreed is based on the average of
two independent valuations which were carried out by DTZ and CB Richard Ellis
on behalf of the Fund. These valuations give a total anticipated developed
value of €24 million and on that basis a value of €8.1 million was agreed for
the transfer of the interests in the properties. This amount gives rise to a
profit of approximately €3 million to Black Raven.
Black Raven raised £2.075 million in September 2006 and a further £0.6 million
in January 2007 to fund its operations.
Venteco Plc
Venteco Plc (AIM: VTO) joined AIM in March 2006 with a strategy to invest in
companies pursuing environmentally friendly pest control technologies. Venteco
raised net proceeds of £3million at its flotation. In July 2006 Venteco
acquired the entire issued share capital of CTS Technologies AG, a Swiss based
leader in non-poisonous pest control. The consideration for the acquisition was
£7.4million which was satisfied entirely by issue of Venteco shares.
CTS are a specialist in non-poisonous pest control which uses patented
'Cryonite' technology to kill all life stages of insects: adults, larvae and
eggs, in a poison-free and environmentally friendly manner.
Venteco Plc also acquired Silvandersson Sweden AB ('Silvandersson'), a leading
manufacturer of insect glue traps for up to SEK32.5m (c. £2.38m) in cash and
shares. Silvandersson, which was established in 1982, is a family-owned company
specialising in the development and manufacturing of various types of
glue-traps for flies and other insects. The company markets its range of
high-quality and effective non-toxic pest control products to the agricultural,
horticultural and pest control industries.
Eseekers Ltd (izimi.com)
Blue Star acquired, in September 2006, a minority stake in Eseekers which owns
the Izimi.com portal. Izimi is an innovative web-based software company that is
currently developing a peer to peer (P2P) social networking computer
application. Izimi's desktop application allows users to upload an unlimited
number of files to the Internet directly from their own PC - with just a simple
URL. The free Izimi Internet self publishing application is the first of its
kind to place no restrictions on file type, size or quality that users can
share without the need for recipients of the URL to register or download any
clientapplication. The main element of Izimi, the self-publishing application,
is supported by a social networking website, creating the choice for users to
publish content on their own terms as well as connect with other users to
promote and share content of their choice. Registered users get their own
profile plus additional community features including comments, rating, adding
friends, adding favourites and messaging. Any content published using the Izimi
application is also available to be searched and found on the website, making
www.izimi.com the world's first self-publishing social network with the widest
variety of user generated content.
Izimi is being led by an exceptional management team that has substantial
experience in the management of technology-based start-ups and their growth into
large companies. The team includes Nigel Robertson (the Chairman of Blue Star)
and Chris Chedgzoy founders of Scoot, the online classified directory, which
grew into an international business with a London Stock Exchange listing. Scoot
was ultimately acquired by British Telecom.
Zenergy Plc
Zenergy Power plc (AIM: ZEN) joined AIM in August 2006. Zenergy is a specialist
manufacturer and developer of commercial applications for superconductive
materials. Blue Star has a minority shareholding (2.88%) in Zenergy.
Zenergy Power plc is comprised of three operating subsidiaries located in
Germany, USA and Australia. All three of the Group's subsidiaries are
established market participants in their respective regions in the
commercialisation and development of applications for superconductive materials.
Zenergy Power recently announced an exclusive co-operation agreement with
Converteam Group, an international developer of electrical energy conversion
systems, to develop jointly high temperature superconductor generators.
Outlook
We have built an investment strategy based on delivering strong capital growth
to its shareholders. The investee companies have substantial long term growth
potential which we believe have the potential to generate good returns.
Results and dividends
The profit and loss account is set out above and shows the loss for the year.
The directors do not recommend the payment of a dividend for the year.
Principal activities, review of business and future development
The principal activity of the company is to provide initial seed capital for
the development of early stage companies:
• To form and fund shell companies at the founder stage, upon IPO and
subsequently (if required);
• To fund operating businesses prior to IPO (or alternative exit) that
offer strong growth prospects and significant opportunities for capital
appreciation.
Blue Star Capital plc
Profit and Loss Account for the year ended 30 September 2006
Notes Year ended 15 month period
30 September ended 30 September
2006 2005
£ £
Turnover - 75,000
---------- ----------
Diminution in value of fixed | | | |
asset investments | (387,200)| | - |
| | | |
Other administrative expenses | (587,455)| | (434,112)|
---------- ----------
Administrative
expenses (974,655) (434,112)
-----------------------------------------------------------------------------
Operating loss (974,655) (359,112)
Net interest receivable 112,427 166,316
Gains on disposal of investments 10,512 -
-----------------------------------------------------------------------------
Loss on ordinary activities before
taxation (851,716) (192,796)
Tax on loss on ordinary activities - -
-----------------------------------------------------------------------------
Loss for the financial year (851,716) (192,796)
-----------------------------------------------------------------------------
Loss per share-basic and diluted 2 (0.81p) (0.19p)
-----------------------------------------------------------------------------
All amounts relate to continuing activities.
All recognised gains and losses for the year ended have been included in the
profit and loss account.
Blue Star Capital plc
Balance sheet as at 30 September 2006
2006 2005
£ £
-----------------------------------------------------------------------------
Fixed assets
Tangible assets 7,605 10,811
Investments 3,038,731 1,416,157
-----------------------------------------------------------------------------
3,046,336 1,426,968
Current assets
Debtors 53,148 21,752
Cash at bank and in hand 1,122,166 3,650,065
-----------------------------------------------------------------------------
1,175,314 3,671,817
Creditors: amounts falling due within
one year (128,137) (153,556)
-----------------------------------------------------------------------------
Net current assets 1,047,177 3,518,261
-----------------------------------------------------------------------------
Net assets 4,093,513 4,945,229
-----------------------------------------------------------------------------
Capital and reserves
Called up share capital 105,500 105,500
Share premium account 5,032,525 5,032,525
Profit and loss account (1,044,512) (192,796)
-----------------------------------------------------------------------------
Shareholders' funds 4,093,513 4,945,229
-----------------------------------------------------------------------------
Blue Star Capital plc
Cash Flow Statement for the year ended 30 September 2006
Year ended 15 month period
30 September ended 30 September
2006 2005
£ £
Net cash outflow from operating
activities (635,662) (223,428)
Returns on investments and servicing
of finance
Interest received 112,488 167,132
Interest paid (61) (816)
-----------------------------------------------------------------------------
Net cash inflow from returns on
investments and servicing of finance 112,427 166,316
Financial investments and capital
expenditure
Purchase of tangible fixed assets (5,402) (14,691)
Payments to acquire investments (2,046,256) (1,416,157)
Sale of investments 46,994 -
-----------------------------------------------------------------------------
Net cash outflow from financial
investments and capital expenditure (2,004,664) (1,430,848)
-----------------------------------------------------------------------------
Net cash outflow before financing (2,527,899) (1,487,960)
Financing
Issue of ordinary shares - 5,600,000
Expenses paid in connection with share
issues - (461,975)
-----------------------------------------------------------------------------
Cash inflow from financing - 5,138,025
-----------------------------------------------------------------------------
(Decrease)/Increase in net cash (2,527,899) 3,650,065
-----------------------------------------------------------------------------
Blue Star Capital plc
Notes to the financial statements
1 Accounting policies
Basis of preparation
The results have been prepared using accounting policies consistent with
those used in the preparation of the statutory accounts. The financial
information is derived from the financial statements for the Year ended
30 September 2006, and does not constitute full accounts within the meaning
of Section 240 of the Companies Act 1985. The financial statements on which
the auditors have given an unqualified report do not contain a statement
under Section 237 (2) or (3) of the Companies Act and will be delivered to
the Registrar of Companies in due course.
The financial statements have been prepared under the historical cost
convention and in accordance with the United Kingdom, Generally Accepted
Accounting Practice. The following principal accounting policies have been
applied:
Fixed asset investments
In accordance with FRS 9, investments held as part of an investment
portfolio are stated at cost less provision for diminution in value.
2 Loss per share
The calculation of loss per share of 0.81 pence (2005 - 0.19 pence) is
based on the loss for the year of £851,716 (2005 - £192,796) and on the
weighted average number of shares in issue during the year of 105,500,000
(2005 - 101,230,769).
The Annual Report will be sent to all shareholders. Additional copies are
available from 22 Soho Square, London W1D 4NS.
- ends -
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