Investor Information

AIM rule 26

Bluestar Capital PLC welcomes enquiries and engagement from investors and shareholders. The following information is disclosed in accordance with Rule 26 of the AIM Rules and was last updated on 6th September 2023.

Overview & Share Price

Blue Star Capital is an investment Company with a focus on new technologies particularly in the areas of esports, blockchain and payments. The Company focuses on businesses that have the capacity for substantial growth and increase in value. See our current investing policy.

COUNTRY OF INCORPORATION AND OPERATION
Blue Star Capital plc is incorporated in England and Wales with company number 08873361.

As a company incorporated in England and Wales, Blue Star Capital is subject to the UK City Code on Takeovers and Mergers.

Blue Star Capital plc operates predominately in England.

Corporate Information & Advisors

RNS ANNOUNCEMENTS

Reports AND Shareholder Documents

INTERIM REPORT | 2023

ANNUAL REPORT | 2022

INTERIM REPORT | 2022

ANNUAL REPORT | 2021

ANNUAL REPORT | 2020

INTERIM REPORT | 2020

ANNUAL REPORT | 2019

INTERIM REPORT | 2019

ANNUAL REPORT | 2018

INTERIM REPORT | 2018

ANNUAL REPORT | 2017

INTERIM REPORT | 2017

ANNUAL REPORT | 2016

INTERIM REPORT | 2016

ANNUAL REPORT | 2015

INTERIM REPORT | 2015

DETAILS OF ANY OTHER EXCHANGES OR TRADING PLATFORMS
The Company is not listed on any other exchanges or trading platforms.

*4,992,772,995 ordinary shares with voting rights

*List of significant shareholders

There are no restrictions on the transfer of the Company’s AIM securities

*last updated 7th March 2023

*The percentage of securities NOT in public hands is 37.11%.

Corporate Governance

The Board is responsible for formulating, reviewing and approving the Company’s strategies, budgets and corporate actions.

The Board accepts the importance of strong corporate governance. In this section we explain our approach to governance and how the board and its committees operate in relation to corporate governance.

The corporate governance framework which the Company operates is based upon practices which the Board believes are appropriate and proportional to the size and complexity of the Company and its business. The Board has chosen to adhere to the Quoted Companies Alliance (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to satisfy the new requirements of AIM Rule 26).

The QCA code is constructed around 10 broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements and asks companies to provide an explanation on how they are meeting the principles. The QCA code is prepared on a comply or explain basis. The Board has considered these principles and how the Company meets them given the size of the Company. The results of our review are set our below.

These disclosures are set out on the basis of the current Company and the Board highlights where it has departed from the Code presently.

The following paragraphs set out the Company’s compliance with the 10 principles of the QCA code and the information below was last updated on 28th February 2023.

1. Establish a strategy and business model which promotes long term value for shareholders
   
   The Company’s strategy is to invest in fast growing private companies with the objective of achieving an increase in capital value. Our business model is to attract businesses through our network of contacts and to offer a pro-active and supportive approach to the management of investee companies which fosters confidence and trust. The Board maintains close dialogue with a number of other funds and specialist funding businesses and brokers to help identify suitable investment opportunities.
   
   Investing in early stage companies presents many challenges. The Board considers that the key challenge in executing the Company’s plan is identifying early stage opportunities where it is likely that the investee will progress rapidly and the investment will therefore rise in value.
   
   Given the size of the Company and the historic limited cash resources we believe the strategy and business model we have adopted is consistent with our goal of promoting long term value for shareholders.
   
   
2. Seek to understand and meet shareholder needs and expectations
   
   The Company is committed to communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. The principal forms of communication are the Annual Report and Accounts, full and half-year announcements, trading updates, other regulatory announcements and its website. The Annual General Meeting allows all shareholders an opportunity to meet with the board and ask questions regarding the business.
   
   External PR advisors have not been appointed and there is no broker or analyst coverage at this stage. The Company’s website has a facility for questions to be addressed to the Company and it is the Board’s commitment that all reasonable questions are answered promptly.
   
   The principal point of contact is Tony Fabrizi and his contact details are on all announcements made by the Company, and also the website.
   
   
3. Takes into account wider stakeholder and social responsibilities and their implication for long-term success
   
   The Company’s business is focused on making and appraising investments as a minority shareholder. As such, stakeholder and social responsibilities, in terms of impact on society, the communities within which the company operates and the environment, apply less than that of an operating company. Therefore, the Company appraises its social responsibilities as part of its investment appraisal process. The key resource on which the Company relies is the collective experience of the Directors.
   
   In terms of its shareholders, the Company aims to provide transparent and balanced information to encourage support and confidence in the Board’s approach.
   
   
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
   
   The Company considers risk management to fall into two broad categories, being the investment activity of the Company and the operations of the Company.
   
   (a) The investment risk is considered as part of the appraisal processes and by way of due diligence and ongoing monitoring.
   
   (b) The Company uses internal appraisal and the annual audit to ensure financial risks are evaluated in detail. Board meetings are also used for the directors to raise any issues relating to business risk arising from the Company’s business model and operations.
   
   Dealings in the Company’s shares are monitored and any dealings must first be approved by the Executive Chairman.
   
   
5. Maintain the board as a well-functioning, balanced team led by the chair
   
   The Board consists of two directors, the Executive Chairman and a non-executive Director. The Board has two committees, audit and remuneration. Given the small size of the Board it has been decided that there is currently no need for a nominations committee.
   
   The Board holds at least 6 Board meetings per year and at least two committee meetings. Board meetings cover regular business, investments, finance and operations. The Executive Chairman prepares the board agenda, circulates relevant documents and is responsible for ensuring that relevant and accurate information is supplied for all board and committee meetings.
   
   
6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities
   
   All board members have significant experience in the financial services industry and in investments. The Board believes they have the requisite mix of skills and experience to successfully execute the business strategy in order to meet the Company’s objectives.
   
   Anthony Fabrizi, Executive Chairman
   Appointed 16 September 2022
   
   Tony Fabrizi qualified as a Cchartered Aaccountant with KPMG before working in corporate finance at HSBC Investment Bank. He later established Ghaliston Limited as a corporate finance advisory business. Ghaliston acquired Merchant Securities Limited, a private client stockbroking business and the enlarged company listed on AIM in November 2006. Tony resigned as CEO of that company in June 2008.
   Over the last ten years Tony has advised a number of private companies as well as taking on the role of CEO of Blue Star in July 2012 until his resignation in February 2021. In the interim period, Tony has been heavily involved in Fruitlab Media Limited a gaming business with its own token, the PIP
   
   Sean King, Non-executive Director
   Appointed on 24 January 2019.
   
   Sean King has over 20 years’ experience in publishing and digital content, having set up Square One Group in 1994, which was one of the fastest growing independent content agencies in the UK. In 2007, Square One Group was acquired by rival Seven Publishing (backed by Guardian Media Group and Caledonia Investment Trust) with Sean King acting as CEO for the enlarged group until stepping down in April 2018.
   After stepping down as CEO of SevenC3, Sean King now acts as an independent adviser to a number of businesses in media and technology and is heavily involved in the start-up sector.
   
   
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
   
   Given the small size and complexity of the Company and the limited resources, the Board has not appointed external consultants to evaluate the performance of the directors and board overall. The Board acknowledges that it is non-compliant with its processes to evaluate the performance of the Board.
   
   
8. Promote a corporate culture that is based on ethical values and behaviours
   
   The Board believes that by acting ethically and promoting strong core values it will gain a reputation for honesty and that this will attract business and help the long-term objectives of the Company. As such the Board adopts an open approach to all investors, investment opportunities and all its advisors and service providers.
   
   The Board further considers the activities of and persons involved with potential investee companies as part of its due diligence processes.
   
   
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
   
   As per the statements above, the Board notes the departure from the Code in terms of independence on the Board.
   
   The Board operates within the scope of a robust corporate governance framework. In particular the Board has defined a number of matters reserved for the Board while delegating certain matters to the Audit and Remuneration committees.
   
   The Audit committee overviews the preparation of the financial statements, oversees risk management and meets with the Company’s auditors to review independence and controls.
   
   The Remuneration committee sets the compensation of the Directors.
   
   It is the role of the Executive Chairman to manage the Board, advise its conduct and the day to day management of the Company’s activities.
   
   The matters reserved for the Board are:
   
   1. Defining the long-term strategy for the Company
   2. Approving all major investments
   3. Approving any changes to the Capital and debt structure of the Company
   4. Approving the full year and half year results and reports
   5. Approving resolutions to be put to the AGM and any general meetings of the Company.
   6. Approving changes to the Advisory team.
   7. Approving changes to the board structure.
   
   
10. The Board has approved the adoption of the QCA Code and will monitor the suitability of this code on annual basis and revise its governance framework as appropriate.
    
    
11. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
    
    The Company sets out on its website (see below) clear descriptions of its Audit and Remuneration committees. In addition, the Board endeavours to use its Annual Report and Accounts to highlight any governance matters which it believes should be brought to the attention of shareholders and other relevant stakeholders.
    
    Shareholders can find all of the Company’s reports, accounts and notices on its website. The Company will maintain its website and relevant disclosure of the votes of its general and annual general meeting going forward as per the guidance set out in the Code.
    
    

AUDIT COMMITTEE

The Audit Committee consists of Tony Fabrizi and Sean King. The Committee meets at least twice a year and more frequently if required. The Committee is responsible for monitoring the quality of internal controls, ensuring the financial performance of the Company is being properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls.

REMUNERATION COMMITTEE

The Remuneration Committee consists of Tony Fabrizi and Sean King. The Committee reviews the performance of the Executive Directors, sets the scale and structure of their remuneration and reviews the basis of their service agreements with due regard to the interests of the shareholders. The Remuneration Committee will also make recommendations concerning the allocation of share options to Directors and employees, if appropriate. No Director is permitted to participate in discussions concerning their own remuneration. The remuneration and terms of appointment of Non-Executive Directors are set by the Board as a whole.

MEDIA AND INVESTOR CONTACTS

ADMISSION DOCUMENT AND CIRCULARS

Key Information Document

Blue Star Circular – Notice of General Meeting 16th October 2019

Blue Star Circular – Notice of General Meeting March 26th 2018

Blue Star Circular – Notice of General Meeting July 2017

Blue Star Circular

Admissions Document

CONSTITUTIONAL DOCUMENTS

Articles of Association

Memorandum of Association