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 25th March 2025.

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

REGISTERED OFFICE

COMPANY SECRETARY
Tony Fabrizi
C/O DMH Stallard
The Portland Building
27-28 Church Street
Brighton
BN1 1RB

COMPANY NUMBER

05174441

NOMINATED ADVISOR

Cairn Financial Advisers LLP
107 Cheapside
9th Floor
London, EC2V 6DN

SOLICITORS TO THE COMPANY

Gowling WLG (UK) LLP
4 More London Riverside
London, SE1 2AU

CORPORATE BROKERS

Axcap Capital Markets Limited
27 Clements Lane,
London, EC4N 7AE

REGISTRAR

Avenir Registrars Limited,
5 St John’s Lane,
London
EC1M 4BH

AUDITORS AND REPORTING ACCOUNTANTS

Adler Shine LLP
Chartered Accountants and Statutory Auditor
Aston House
Cornwall Avenue
London N3 1LF

RNS ANNOUNCEMENTS

Reports AND Shareholder Documents

ANNUAL REPORT | 2024

ANNUAL REPORT | 2023

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.

*32,963,865 number of securities in issue

*List of significant shareholders

NICHOLAS SLATER

4,330,502 Shares

13.14%

MEINHARD BENN

2,750,000 Shares

8.34%

GABI VENTURES LTD

2,500,000 shares

7.58%

CHRISTOPHER SEBAKHI

1,550,000 shares

4.70%

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

*last updated 20th March 2025

*The percentage of securities NOT in public hands is 34.30%.

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 22nd April, 2024.

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.

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. The Board’s approach is intended to deliver shareholder returns through capital appreciation. Challenges to delivering strategy, long- term goals and capital appreciation are an uncertainty in relation to organisational, operational, financial and strategic risks, all of which are outlined in the Risk Management section below, as well as steps the Board takes to protect the company by mitigating these risks and secure a long-term future for the Company.

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 and achieving realisations of the investment portfolio.
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 Company also maintains a dialogue with shareholders through the Annual General Meeting, which provides an opportunity to meet, listen and present to shareholders, and shareholders are encouraged to attend in order to express their views on the Company’s business activities and performance.

The Company’s website is kept updated of relevant developments and 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.
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. All employees within the Company are valued members of the team, and the Board seeks to implement provisions to retain and incentivise all its employees. The Company offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion or sexual orientation.

In terms of its shareholders, the Company aims to provide transparent and balanced information to encourage support and confidence in the Board’s approach. The Board recognises that the long-term success of the Company is reliant upon the efforts of employees, regulators and many other stakeholders and has close, ongoing relationships with a broad range of its stakeholders.
Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board recognises the need for an effective and well-defined risk management process and it oversees and regularly reviews the current risk management and internal control mechanisms. 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 Chairman.

The Audit Committee consists of Anthony Fabrizi (Chair) and Sean King.The Committee meets at least twice a year and 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.

The Board considers that an internal audit function is not considered necessary or practical due to the size of the Company and the day-to-day control exercised by the Directors. However, the Board will monitor the need for an internal audit function. The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
Maintain the Board as a well-functioning, balanced team led by the chair

The Board recognises the QCA recommendation for a balance between Executive and Non-executive Directors and the recommendation that there be at least two independent independent Non-executives.

The Board currently consists of two directors, the Executive Chairman and one non-executive Director. The former Finance Director was forced to resign at short notice due to health reasons on 9th October 2023. The Board intends to appoint a second independent Non-executive director when a suitable candidate can be identified.

The Company has in place has two committees, the Audit and Remuneration Committees. The Directors of the Company are committed to sound governance of the business and each devotes sufficient time to ensure this happens. 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 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.
Ensure that between them the directors have the necessary up to date experience, skills and capabilities

The Company believes that the Board as a whole has significant experiencve 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 Chartered Accountant 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.

Biographical details of the Directors can be found on the Company’s website.

The Company’s Nominated Advisor (NOMAD) assists with AIM matters and ensures that all Directors are aware of their responsibilities. The Directors also have access to the Company’s lawyers as and when required and are also able to obtain advice from other external bodies when necessary.

Board composition is always a factor for contemplation in relation to succession planning. The Board will seek to take into account any Board imbalances for future nominations, with areas taken into account including Board independence and gender balance. The Company considers that at this stage of its development and given the current size of its Board, it is not necessary to establish a formal Nominations Committee. Instead, appointments to the Board are made by the Board as a whole. The position, however, is reviewed on a regular basis by the Board.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

The Directors consider that the Company and Board are not yet of sufficient size and complexity for a full Board evaluation to make commercial and practical sense. The Board acknowledges that it is non-compliant with its processes to evaluate the performance of the Board.

In view of the size of the Board, the responsibility for proposing and considering candidates for appointment to the Board as well as succession planning is retained by the Board. All directors submit themselves for re-election at the AGM at regular intervals.
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.

The Board places great importance on the responsibility of accurate financial statements and auditing standards comply with Auditing Practice Board’s (APB’s) and Ethical Standards for Auditors. The Board places great importance on accuracy and honesty, and seeks to ensure this aspect of corporate life flows through all that the Company does.

A large part of the Company’s activities is centred upon an open and respectful dialogue with shareholders. The Directors consider that the Company has an open culture facilitating comprehensive dialogue and feedback. Whilst the Company has a small number of employees, the Board maintains that as the Company grows it intends to maintain and develop strong processes which promote ethical values and behaviours across the Company.

The Board complies with Rule 21 of the AIM Rules for Companies relating to dealings in the Company and other Applicable Employees. To this end, the Company has adopted a code for Directors’ dealings appropriate for a company whose shares are admitted to trading on AIM and takes all reasonable steps to ensure compliance by the Board of Directors.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board is committed to, and ultimately responsible for, high standards of corporate governance and notes the departure from the Code in terms of independence of the Board. The Board reviews the Company’s corporate governance arrangements regularly and expects these to evolve over time in line with the Company’s growth. The Board delegates responsibilities to Committees and individuals as they see fit.

It is the role of the Chairman to manage the Board and advise its conduct.

The Executive Chairman is responsible for the day-to-day management of the Company’s activities.

The matters reserved for the Board are:

a) Defining the long-term strategy for the Company
b). Approving all major investments
c). Approving any changes to the Capital and debt structure of the Company
d). Approving the full year and half year results and reports
e). Approving resolutions to be put to the AGM and any general meetings of the Company.
f). Approving changes to the Advisory team.
g). Approving changes to the board structure.

The Board delegates authority to the Audit and Remuneration Committees to assist in meeting its business objectives and the Committees meet independently of Board meetings. The membership of each committee is listed below.
Communicate how the Company is governed and is performing by maintaiing a dialogue with shareholders and other relevant stakeholders

The Board is committed to maintaining effective communication and having constructive dialogue with its stakeholders. All shareholders are encouraged to attend the Company’s Annual General Meeting and the Board discloses the result of General Meetings by way of announcement.

Accounts are also available to highlight any governance matters which the Board believes should be brought to attention of shareholders and other relevant stakeholders. Information on the Investor Relations section of the Company’s website is kept updated and contains details of relevant developments, regulatory announcements, financial reports and shareholder circulars.

AUDIT COMMITTEE

The Audit Committee consists of Anthony Fabrizi (chair) 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 Sean King (Chair) and Tony Fabrizi. 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. In exercising this role the members of the Remuneration Committee regard the recommendations put forward in the QCA Code and where appropriate, the UK Corporate Governance Code guidelines.