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 - This information is provided by RNS The company news service from the London Stock Exchange
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