Preliminary Results
Blue Star Capital plc
28 March 2008
28 March 2008
BLUE STAR CAPITAL PLC
('Blue Star' or 'the Company')
Preliminary Results for the Year ended 30 September 2007
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 2007.
Highlights
•Financial turnaround - announces profit for the financial year of
£135,730 (£851,716 loss 2006)
•Balance sheet remains strong and strengthening - net assets of
£4.2 million (£4.1 million 2006)
•Significant positive activity by all portfolio companies
Nigel Robertson, Blue Star's Chairman, said:
'Our investment strategy based on delivering good capital growth is beginning to
show results. We have reported a financial turnaround in our profitability and
our portfolio companies are showing real growth potential. I am confident that
our investee companies will continue to thrive over the next year.'
For further information:
Blue Star Capital plc Tel: 020 7297 0010
Nigel Robertson, Chairman
Haresh Kanabar, Chief Executive
Landsbanki Securities (UK) Limited Tel: 020 7426 9000
Mark Dickenson
Sindre Ottesen
Square1 Consulting Limited Tel: 020 7929 5599
David Bick
Mark Longson
EXTRACTS FROM THE CHAIRMAN'S STATEMENT AND THE REPORT OF THE DIRECTORS
I am pleased to report Blue Star's results for the year ended 30 September 2007.
These results reflect further progress made by the Company as evidenced by a
turnaround in our financial performance. We are reporting a profit for the
financial year.
It is the Company's strategic objective to create a diverse portfolio of
investments from which it hopes to see appreciation in value and thereby provide
returns to shareholders. Blue Star's investments have been made across a variety
of sectors, including property, oil and gas, social networking, pest control and
e-marketing.
I am pleased to report that there has been significant activity within our
portfolio companies during the period under review. I have set out below a brief
review of each of the investee companies.
ZENERGY POWER Plc
Zenergy Power, listed on AIM (AIM: ZEN) is a global specialist manufacturer and
developer of commercial applications for superconductive materials. Comprising
three operating subsidiaries located in Germany (Trithor), the USA (SC Power
Systems) and Australia (Australian Superconductors), Zenergy is developing a
number of energy efficient applications to be adopted in renewable energy power
generation, energy distribution and large-scale, energy intensive industrial
processes.
The business has continued to successfully capitalise on many years of hard
work. Converteam has appointed Zenergy as exclusive collaborative partner for
all high temperature super conductive material activities ('HTS') in the Field.
In conjunction with Converteam, Zenergy will be launching a range of highly
efficient and compact electricity generators into both the global wind and
hydro-power generation markets. Zenergy is also working on a project with E.ON
Wasserkraft GmbH ('E.ON') to install the world's first HTS hydroelectric
generator.
Following these endorsements of its technology and the continuing success in
ongoing development activities, Zenergy raised a further £6,000,000 placing in
April 2007 and a further £10,000,000 in December 2007. The way in which society
produces, distributes and uses energy is an issue of great concern for a growing
number of industrial corporations, governments, private households and
individual consumers. These are the central issues that Zenergy's HTS technology
directly addresses and by working with corporations such as E.ON and Converteam,
as well as government bodies, including the European Commission, US Department
of Energy and the UK Government's Department of Trade and Industry.
The global addressable market for Zenergy's HTS products and contribution in
these areas alone is expected to be worth up to €2.2bn per annum for wind power
(a market growing at 25% per annum) and €0.4bn for hydro-power. The Converteam
collaboration is an extremely significant development for Zenergy and suitably
positions it to move into a global billion dollar market that is renowned for
its high barriers to entry and where first mover advantages are significant. Its
alliance with one of the leading participants in this industry brings a direct
route to market through established commercial relationships and supply
channels.
Zenergy has developed and completed its proprietary HTS induction heater, which
replaces traditionally employed copper-based components with HTS materials. The
HTS induction heater has been demonstrated to operate with energy efficiency
levels of over 90% as compared to conventional induction heaters which operate
at efficiency levels of between 35% and 45%. This effective halving of the
overall electrical energy requirement is particularly significant when it is
considered that, dependent on the country, between 1% and 5% of the total annual
electricity consumed in industrialised countries is directly attributable to the
operation of such heating equipment.
Further independent validation of the environmental significance of the Zenergy
HTS induction heater was provided by the German Environmental Fund, who
contributed significant development funds following extensive due diligence.
This funding was provided in recognition of the potential environmental
improvements offered by HTS technology.
Zenergy has also been awarded an US$11million grant to contribute towards an
overall project to design, test and install a high-voltage version of its Fault
Current Limiter ('HVFCL') into the Californian electricity grid.
An HTS FCL acts as an instantaneously (automated) resetting fuse that protects
electrical power grids from damaging power surges, and is regarded by the U.S.
Federal Government to be an essential component of future self-healing - or
self-regulating - 'smart' electricity grids. Such 'smart' grids are also
considered to be central to the much needed modernisation of the US's national
electricity grid, which are expected to become reliant upon the deployment of a
range of HTS devices. The grant from the U.S. DOE was part of a US$51.8 million
investment in HTS research projects announced by the United States Government
aimed at establishing a diverse and stable supply of reliable, affordable and
environmentally responsible energy.
INDIAN RESTAURANTS GROUP PLC
Indian Restaurants Group plc (AIM: IRGP), is listed on AIM. The Company's
original strategy was to seek acquisition opportunities primarily in the Indian
business processing outsourcing ('BPO') market as this market continues to grow
strongly. Valuations of BPO companies in India are continuing at a level where
the creation of value from an acquisition is difficult to deliver. As a result
the IRGP Board, in consultation with its key shareholders, decided to widen its
search for potential acquisitions and investments to ensure that any transaction
that is carried out will create value for our shareholders.
IRGP has looked at various potential projects both in India and elsewhere,
within and outside the BPO sector. Most of the initial due diligence on these
projects has been carried out in-house, thereby minimising external professional
and other costs. After a systematic and detailed review of these potential
projects, some of them have failed to meet the required criteria and hence these
projects did not proceed.
However, Indian Restaurants announced on the 28 January 2008 that it has
conditionally agreed to acquire the Mela Group. The Consideration for this
Acquisition will be £1,998,999, to be satisfied by £100,000 in cash and the
issue of the Consideration Shares (valued at 26.37p each) conditional, inter
alia, on Admission and, in the case of the Deferred Consideration Shares, also
conditional on the achievement of certain targets. In conjunction with the
Acquisition IRGP proposes to increase its share capital, change its original
name and increase its borrowing powers.
The intent of the planned reverse acquisition of the profitable Mela Group is to
create a chain of Indian Restaurants providing authentic, home style Indian Food
on a consistent basis across the Group. Currently the UK Indian restaurant
sector has a market size of more than £3 billion and is very fragmented, with no
national branded provider.
The Mela Group consists of three highly acclaimed restaurants and has received
numerous prestigious awards, offers an outstanding opportunity to roll out the
first UK chain of branded Indian Restaurants. Given the large but fragmented
Indian restaurant market in the UK, the IRGP board believe IRGP is particularly
well placed to replicate the success seen in pizza, pasta and tapas chains. IRGP
are delighted that the award winning founders of Mela Group will be joining the
IRGP Board and will play a critical role in the expansion.
The IRGP Directors believe that the combination of the Mela Group's business and
the Company's existing cash resources and its access to the equity market, has
the potential for delivering positive returns to shareholders in the medium
term. The Directors believe that this strategy will create shareholder value and
that the Acquisition satisfies the Company's investment criteria as the Mela
Group has a management team with a track record of developing new businesses, an
ability to generate revenue streams and an existing platform from which further
growth can be achieved.
A General Meeting was held on 25 February 2008 and the shareholders approved the
transaction.
BLACK RAVEN PROPERTIES PLC
Black Raven Properties plc (AIM: BRP) joined AIM in February 2005 with the
strategy of identifying investment opportunities in the property sector. Since
flotation, Black Raven has pursued its strategy of seeking and making some
acquisitions in the commercial, residential and leisure sectors largely in
Portugal.
The Company announced that White Raven Capital Partners ('White Raven'), Black
Raven's wholly owned Portuguese Property Fund, has exercised its option to buy
outright the Palacete Vilhena development in Lisbon in which White Raven
previously held a 30% profit participation agreement.
The total purchase price is €6.8 million, of which €1 million has already been
paid with the balance of €5.8 million payable in cash. The cash consideration
is being financed through a loan facility provided to White Raven from Banco
Invest S.A. The Palacete Vilhena development in completed form has been valued
by DTZ at €10.5 million.
Christies Great Estates - Lifestyle Properties has been appointed to market the
properties for sale off-plan. Construction work at Palacete Vilhena began in
January 2007.
White Raven has agreed to a four-month extension to its option to acquire
outright the Bairro Alto development, also in Lisbon. A total of €1.1 million
has been paid for a 30% profit participation agreement with the option to
acquire the development outright for a total consideration of €11 million. The
Bairro Alto development in completed form has been valued by DTZ at €16 million.
White Raven intends to exercise the option during the extension period on
similar terms to the Palacete Vilhena development.
GASOL PLC
Gasol plc (AIM: GAS) joined AIM in March 2005 with the strategy of seeking
acquisition and investment opportunities in the oil and gas sector. There are
exciting opportunities available to Gasol as a quoted, Africa-focussed pure-play
liquefied natural gas ('LNG') company. LNG is a high growth business worldwide,
with Western Africa emerging as a key supplier.
The worldwide natural gas markets are showing exciting growth, due to high oil
prices, growth in demand for energy and natural gas being competitive for power
generation. The fact that natural gas is a clean source of energy finds favour
with governments and industry.
The increasing demand for natural gas, combined with the substantial distances
between where gas is needed and where gas is produced, has fuelled the growth in
the LNG business. Worldwide LNG markets are expected to show high growth due to
increasing overall demand, declining sources of domestic natural gas in
gas-consuming countries, the objective of consuming countries to diversify
sources of supply and the desire of gas-producing countries to commercialise
their gas resources.
Gasol's strategy of creating value by connecting LNG produced in West and
Central Africa to high value markets in the US and Europe and looking further
into the growing markets in Asia is particularly timely. It is a well known fact
that West and Central Africa, especially Nigeria, has one of the largest
untapped gas reserves. Much of the gas has fragmented ownership providing an
opportunity to pool the gas into economic sizes for liquefaction and export. The
region also has large quantities of gas being flared, which provides an
opportunity for monetising flared gas by putting in place appropriate technology
and infrastructure. Gasol, through its investment in African LNG ('AFLNG'), is
seeking to access substantial gas reserves and flared gas to underpin
development of multiple LNG trains in the region.
It is increasingly accepted that West Africa will become a major supply point
for LNG for countries throughout the Atlantic Basin including the key markets of
Europe and North America. The quantum growth in LNG-consuming markets can be
sustained only if West African gas can be transported to these markets via the
LNG route. Utility and energy majors and large financial institutions have
become very interested in taking strategic gas and LNG positions in the region,
which provides scope for mutually beneficial partnerships and strategic
alliances.
Gasol has a sound strategy to deliver value across the LNG gas chain by building
a substantial LNG business and selling LNG sourced from Africa into the high
value markets in the US and Europe, and ultimately to Asia. It is on track to
attain its objective of liquefying and selling five million tonnes of LNG per
annum in about five years' time.
The Company recently announced that to properly value AfLNG and its portfolio of
LNG opportunities, it is in the final stages of discussions with leading
consultancies and investment banks to carry out appropriate due diligence and
provide an expert independent valuation, which will commence early in 2008. To
allow time for this exercise and complete other related formalities, Gasol has
negotiated an extension to its option period to acquire the balance of 80 per
cent of AfLNG's shares that it does not own from 24 December 2007 to 30 April
2008.
ESEEKERS LIMITED
eSeekers, a private company, operates an innovative social networking site,
sharenow.com, and it has recently completed a funding round raising US$4 million
at a post market value of US$40 million. A new investor Kaptek Inc subscribed on
the latest funding round and Mr David Kaplin is joining the Board of eSeekers as
their representative. The latest fundraising is at a valuation substantially
higher than the level at which we invested.
The Company has now fully established its presence in the US, via its wholly
owned subsidiary eSeekers California Inc, and leased premises in Los Angeles.
The eSeekers team has been expanded with Stephan Miller, former Director of
Communities & Operations at Myspace, joining the team as Chief Web Officer, and
Andy Walraven, previously contractor to the Company, joining full time as
Creative Director.
A survey of current online communities has been undertaken in the sports,
fashion and leisure segments. ShareNow 'experts' have also been recruited in
each segment to endorse ShareNow's proposition and facilitate migration of
community websites to the ShareNow platform.
ShareNow is currently negotiating with XPO over the launch of an international
Model Search competition. The proposal is to take over Hawaiian Tropic
competition infrastructure (being dismantled further to business sale).
Competition would include live events supported by online registration and
interactivity.
MEDCENTER HOLDINGS INC
Blue Star holds a minority stake in this private company. Medcenter is a
multinational pharmaceutical marketing company specialising in innovative
solutions that increase drug sales and business effectiveness. Operating for
over 10 years with offices in Europe and the Americas, Medcenter works with 50
of the most important international laboratories comprising 80 of the most sold
products in the global market. Medcenter has a team of highly qualified
pharmaceutical marketing professionals ready to respond with creativity to the
needs of the pharmaceutical industry, with solutions in the areas of medical
education, promotion, market research and marketing. These solutions are
designed to strengthen the relationship between the pharmaceutical industry,
physicians and patients in order to increase product prescription, market share
and sales.
VENTECO PLC
Venteco plc is listed on AIM (VTO) and aims to capitalise on the growing trend
towards non-toxic pest control, by offering green pest control technologies and
services to the food industry and pest control companies worldwide. The key
driving force in this trend is that end customers, regulators/legislators and
international food/retail companies share a common goal of reducing the overall
impact on the environment.
Within an industry generally known for its lack of innovation, Venteco's
Cryonite technology provides a new and unique solution for control of crawling
pests and infestation. The global market opportunity for Cryonite, Venteco's
patented technology, is potentially vast, ranging from professional applications
within 'clean' commercial and industrial environs such as hospitals, food
producers, pharmaceutical companies, hotels and restaurants, through to more
general kitchen locations and the retail market. Ongoing product development
continues, with a view to making available a complete offering that satisfies
users ranging from professional pest control operators ('PCO') through to
domestic users. Venteco sees a very significant market opportunity for such a
range of patent-protected Cryonite products and seeks to satisfy this demand.
Its two acquisitions of Silvandersson, a leading manufacturer of insect glue
traps, in January 2007 and Valiguard, the food industry certification and
services body in February 2007, have strengthened and expanded Venteco's
portfolio of products. They can now offer a range of technologies and related
services that will help it to capitalise on the increased regulation of hygiene
and safety in the food manufacturing and logistics sectors. Distribution of
Venteco's Cryonite technology and sales presence has been further extended in a
number of new areas, which now include South Africa, Nigeria, Greece and
Slovenia.
In recent years the market for pest control products has moved towards
environmentally-friendly solutions. Against an increasingly regulated landscape
this is expected to accelerate still further; attitudes within government and
industry now tend toward policies of greater social responsibility, while an
ever more 'ecologically-aware' public recognises the damaging effect of
excessive use of toxins.
FINANCIALS
We continued to exercise careful cost control and are pleased to see a reduction
in our administrative costs excluding impairment of £123,561 year on year. The
Company finished the year with a healthy cash position, having £1.13 million in
net cash as at 30 September 2007 and it has net assets of £4.2 million at the
year end. Blue Star does not have any debt on its balance sheet as all its
operations are funded through equity. The Company results shows profit after tax
of £135,730 after charging an impairment which is recognised when the market
value of fixed asset investments falls below carrying value. This charge
amounted to £89,620. As the Company invests in early stage businesses, the
timing of actually selling our shares cannot be predicted with ease. However, we
reduced our holdings in Zenergy in the year and locked in profits. We are
reporting earnings per share of 0.13p. At the balance sheet date, the market
value of the Company's investments was £4.24 million, compared with a balance
sheet value of £2.79 million as at 30 September 2007.
OUTLOOK
I am pleased with the turnaround seen in this year's financial results and the
level of activity at our investee companies gives us confidence for the future.
Nigel Robertson
Chairman
Results and dividends
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 2007
Notes Year ended Year ended
30 September 30 September
2007 2006
£ £
____________________________
Impairment to the value of fixed asset | |
investments | (89,620) (387,200)|
| |
Other administrative expenses | (463,894) (587,455)|
____________________________
Administrative expenses (553,514) (974,655)
Other operating income 632,135 10,512
______________________________________________________________________________
Operating profit/(loss) 78,621 (964,143)
Net interest receivable 57,109 112,427
______________________________________________________________________________
Profit/(loss) on ordinary activities
before taxation 135,730 (851,716)
Tax on profit/(loss) on ordinary
activities - -
______________________________________________________________________________
Profit/(loss) on ordinary activities
after taxation 135,730 (851,716)
______________________________________________________________________________
Earnings per share - basic and diluted 2 0.13p (0.81p)
______________________________________________________________________________
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 2007
2007 2006
Notes £ £
______________________________________________________________________________
Fixed assets
Tangible assets - 7,605
Investments 2,790,036 3,038,731
______________________________________________________________________________
2,790,036 3,046,336
Current assets
Debtors 423,009 53,148
Cash at bank and in hand 1,135,479 1,122,166
______________________________________________________________________________
1,558,488 1,175,314
Creditors: amounts falling due within
one year (119,281) (128,137)
______________________________________________________________________________
Net current assets 1,439,207 1,047,177
______________________________________________________________________________
Total assets less current liabilities 4,229,243 4,093,513
______________________________________________________________________________
Capital and reserves
Called up share capital 105,500 105,500
Share premium account 5,032,525 5,032,525
Profit and loss account (908,782) (1,044,512)
______________________________________________________________________________
Shareholders' funds 4,229,243 4,093,513
______________________________________________________________________________
Blue Star Capital Plc
Cash Flow Statement for the year ended 30 September 2007
Year ended Year ended
30 September 30 September
2007 2006
£ £
Net cash outflow from operating activities (835,006) (635,662)
Returns on investments and servicing of
finance
Interest received 57,109 112,488
Interest paid - (61)
______________________________________________________________________________
Net cash inflow from returns on investments
and servicing of finance 57,109 112,427
Financial investments and capital
expenditure
Purchase of tangible fixed assets - (5,402)
Payments to acquire investments (209,115) (2,046,256)
Sale of investments 1,000,325 46,994
______________________________________________________________________________
Net inflow/(outflow) outflow from financial
investments and capital expenditure 791,210 (2,004,664)
______________________________________________________________________________
Net cash inflow/(outflow) before financing 13,313 (2,527,899)
______________________________________________________________________________
Increase /(decrease) in net cash 13,313 (2,527,899)
______________________________________________________________________________
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 Years ended
30 September 2006 and 2007, 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. Statutory
Accounts for 2006 have been delivered to the Registrar of Companies and
Accounts for 2007 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 profit per share of 0.13 pence (2006 - loss 0.81 pence)
is based on the profit for the year of £135,730 (2006 - loss £851,716) and
on the weighted average number of shares in issue during the year of
105,500,000 (2006 - 105,500,000). There is no difference between basic and
diluted earnings per share. There are no potentially dilutive shares in
issue.
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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