Proposed Disposal of interest in SatoshiPay

RNS Number : 2907Y

FastForward Innovations Limited

02 March 2017

 

7.00am on 2 March 2017

FastForward Innovations Ltd

("FastForward" or the "Company")

Proposed Disposal of interest in investee company, SatoshiPay Limited

The Company is pleased to announce that it has today reached agreement with Blue Star Capital PLC ("Blue Star") to sell its entire holding of 1,471 shares in investee company SatoshiPay Ltd ("SatoshiPay") (together the "Disposal"). The Disposal is conditional on Blue Star's shareholders approving the issue of the Consideration Shares as the consideration will be satisfied via the issue of new shares in Blue Star, as further set out below. The consideration price of €340 per SatoshiPay Share is based on the price per share at which SatoshiPay recently raised €1.0million and the Disposal is expected to result in FastForward acquiring an interest of approximately 21.7 per cent. in the enlarged issued share capital of Blue Star.

Details of proposed disposal

On 1 March 2017, the Company and Blue Star entered into a sale and purchase agreement ("SPA") under the terms of which Blue Star has agreed to purchase 1,471 shares in SatoshiPay for a total consideration of €500,140 (approximately £425,119), equivalent to a price of €340 per SatoshiPay share.  Sale of the Company's interest in SatoshiPay at a price of €340 per share represents an increase of 212.5% in value since the time of the Company's original investment in September 2015.

The consideration is to be satisfied entirely through the issue of 268,213,880 new shares of Blue Star (the "Consideration Shares") each at an implied price of 0.1585 pence per share, being the average mid-market price for the ten trading days prior to this announcement.  Following issue of the Consideration Shares, the Company will be interested in approximately 21.7 per cent. of the enlarged share capital of Blue Star.

The SPA is conditional upon, amongst other things:

•        the passing of certain resolutions at a general meeting of Blue Star shareholders (the "Resolutions") scheduled for 2pm on 20 March 2017; and

•        admission of the Consideration Shares to trading on AIM ("Admission").

Pursuant to the SPA, the Company has agreed that the Consideration Shares will be subject to lock-in and orderly market arrangements as follows:

•        89,404,627 of the Consideration Shares will be subject to a lock in for a period of three months following Admission followed by a three month orderly market requirement;

•        89,404,627  of the Consideration Shares will be subject to a lock in for a period of six months following Admission followed by a three month orderly market requirement; and

•        89,404,626 of the Consideration Shares will be subject to a lock in for a period of nine months following Admission followed by a three month orderly market requirement.

Application will be made for the Consideration Shares to be admitted to trading on AIM. Subject to completion of the SPA, it is expected that the Admission will become effective and dealings in the Consideration Shares will commence at 8.00 a.m. on 21 March 2017.

Notice of the General Meeting has been posted today and will be available on the Blue Star website.

About Blue Star Capital Plc

Blue Star is an investing company with a focus on technology and its applications within media and gaming. Blue Star's investments include a 10.7 per cent. holding in SatoshiPay, a nanopayment software and blockchain company; a holding in Disruptive Tech Limited, an investing company with five investments including a 38% holding in VNU Group LLC a speciality online direct retailer of premium goods paid for through an instant credit facility; a holding in Nektan PL; and an investment in Sthaler, an early stage identity and payments technology business which enables a consumer to identify themselves and pay using just their finger at retail points of sale. As at 30 September 2016, Blue Star reported Net Assets of £1.76million including cash of £51,184 and a Loss for the period of £165,005. Further details can be found at http://www.bluestarcapital.co.uk

About SatoshiPay Ltd.

SatoshiPay is headquartered in London with development led through its office in Berlin. Angel funding for SatoshiPay Ltd was supplied by Axel Springer Plug & Play and Henning Peters. Development of SatoshiPay's nanopayment product started in April 2015 and its beta version was released in February 2016. Find updated information at the company's website https://satoshipay.io, its blog https://medium.com/@SatoshiPay and Twitter @SatoshiPay.

For further information please visit www.fstfwd.co or contact:

FastForward  Innovations Limited [e-mail] Josh Epstein / Ian Burns

Beaumont Cornish Limited (Nomad) James Biddle / Roland Cornish Tel: [phone]

Optiva Securities Limited (Broker) Ed McDermott/ Jeremy King Tel: [phone]

CAUTIONARY STATEMENT

The AIM Market of London Stock Exchange plc does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. All statements, other than statements of historical fact, in this news release are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding potential values, the future plans and objectives of Fast Forward Innovations Ltd. There can be no assurance that such statements will prove to be accurate, achievable or recognizable in the near term.

Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Fast Forward Innovations assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

 

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