Preliminary Results

Blue Star Capital plc 30 March 2006 For immediate release 30 March 2006 BLUE STAR CAPITAL PLC ('Blue Star' or 'the Company') Preliminary results for the period ended 30 September 2005 Blue Star Capital plc (AIM: BLU), the company created to provide seed capital for early stage companies, is pleased to announce its maiden preliminary results, for the period ended 30 September 2005. Highlights • Blue Star made six investments in the period under review and has made a further investment since the period end • The market value of these investments at 30 September 2005 was £2.677 million, compared with a balance sheet value of £1.416 million • Balance sheet remains strong - net cash of £3.65 million at 30 September 2005 • Careful cash control resulted in pre- and post-tax loss of £192,796 • Current year has started well with significant progress at portfolio companies and investment of £265,000 at the AIM flotation of Venteco plc Nigel Robertson, Blue Star's Chairman, said: 'Our maiden preliminary results show that Blue Star has a business model that works. During a relatively short period of time we have assembled an exciting portfolio of investments, which have real potential to generate shareholder value.' For further information: Blue Star Capital plc Tel: 020 7297 0010 Nigel Robertson, Chairman Haresh Kanabar, Chief Executive Teather & Greenwood Tel: 020 7426 9000 Mark Dickenson Buchanan Communications Tel: 020 7466 5000 Mark Court Elly Williamson Blue Star Capital Plc Extracts from the Chairman's statement and the report of the directors I am pleased to report Blue Star's maiden results for the period ended 30 September 2005 and represent a period of significant progress that includes the flotation of the Company on 29 October 2004. Since flotation the Company has sought to fulfil its strategic objectives, specifically to create a diverse portfolio of investments from which to build capital value and thereby provide returns to shareholders. To this end, the Company has invested in four newly formed AIM-traded investing companies (or ' cash shells'), invested in one privately held company and, since the period end, has invested in a further AIM-traded cash shell. Blue Star's investments have been made across a variety of sectors, including property, oil and gas, outsourcing, telecoms and e-marketing. This range of sectors provides the Company's investors with exposure to a range of investment themes. Our most recent investment in Venteco plc, which joined AIM on 24 March 2006, is focussed on opportunities in the environmentally friendly pest control market. I am pleased to report that there has been significant activity within our portfolio during the period under review. However, I would like to take this opportunity to stress that for our shell companies the emphasis has been firmly on finding and completing the right deal rather than rushing in to the first deal available. By applying this discipline I believe we are creating the best possible opportunity for the capital growth of our portfolio. During the period under review, the London Stock Exchange introduced new regulations concerning investing companies, particularly in relation to the amount of money a cash shell is required to raise for admission to AIM and to the timescale during which a cash shell should complete an appropriate transaction or substantially implement its investment strategy. Having had the opportunity to consider these changes to the regulations I am pleased to report that we do not believe that the changes will, on balance, impact our business model significantly. As part of the introduction of the new regulations there is a possibility that trading in the shares of some shell companies listed on AIM will be suspended on 3 April 2006. We are unable to say with absolute confidence that shares in one or more of our portfolio companies will not be suspended on 3 April 2006 as any such decision is under the control of the London Stock Exchange. What we can say is that we are working closely with all of our investee companies to complete appropriate transactions but we do not intend to compromise shareholder value by committing to deals with inappropriate haste. The period under review, and since the period end, reveals a significant level of progress in our investee companies as shown in the following brief review of Blue Star's portfolio of key investments. INDIA OUTSOURCING SERVCIES PLC India Outsourcing Services plc (AIM: IOS), which joined AIM in December 2004, was the first AIM traded shell company to be formed by Blue Star. India Outsourcing's strategy is to seek acquisition opportunities primarily in the Indian business processing outsourcing market. India Outsourcing raised an additional £3 million before expenses in February 2006 from new and existing investors. BLACK RAVEN PROPERTIES PLC Black Raven Properties plc (AIM: BRP) joined AIM in February 2005 with the strategy of identifying opportunities in the property sector. Since flotation Black Raven has pursued its strategy of seeking opportunities in the commercial, residential and leisure sectors. 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. Gasol raised an additional £3 million before expenses in February this year and at the same time narrowed its strategic focus to natural gas opportunities in the Gulf of Guinea region of West Africa. Blue Star Capital Plc Chairman's statement (Continued) GORDIAN INVESTMENTS PLC Gordian Investments plc joined AIM in March 2005 with a focus on the technology, media and telecoms sector. In August 2005, Gordian successfully agreed to acquire All New Video Limited. Gordian's name subsequently changed to All New Video plc, a company that trades under the ticker symbol ANV. MEDCENTER HOLDINGS INC Blue Star took a minority stake in the private company Medcenter Holdings Inc., a leading provider of e-marketing intelligence and relationship marketing solutions to the pharmaceutical industry, in June 2005. Medcenter's clients include a number of the world's top five pharmaceutical companies, in addition to other well-known multi-national pharmaceutical groups. VENTECO PLC Blue Star has a 8.99 per cent stake in Venteco (AIM:VTO), a shell company that has joined AIM since the period end on 24 March 2006. Venteco plans to invest in or acquire assets, businesses or companies involved in environmentally friendly pest control technologies. Venteco raised net proceeds of approximately £3 million in its flotation. Financials Blue Star exercised careful cost control during the period under review. The Company finished the period with a healthy cash position, having £3.65 million in net cash as at 30 September 2005. The Company's operating loss of £359,112 was offset by interest receivable of £166,316, resulting in a loss before and after tax of £192,796, equivalent to a loss per share of 0.19p. At the balance sheet date, the market value of the Company's investments was £2.677 million, compared with a balance sheet value of £1.416 million. Board changes John Vergopoulos, one of the Company's co-founders, stood down as a Director of the Company in March 2006, after the period end. Outlook Our maiden results show that Blue Star has a business model that works. During a relatively short period of time we have assembled an exciting portfolio of investments, which have real potential to generate shareholder value. I look forward to reporting further progress on these investments in due course and also to reporting on any new investment opportunities in which Blue Star plans to invest. We believe the Company can look forward to the future with confidence. Results and dividends The profit and loss account shows the loss for the period. The directors do not recommend the payment of a dividend for the period. Blue Star Capital Plc Extracts from the chairman's statement and the report of the directors (continued) 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. Nigel Robertson Chairman 29 March 2006 Blue Star Capital Plc Profit and loss account for the period ended 30 September 2005 £ Turnover 75,000 Administrative expenses (434,112) Operating loss (359,112) Net interest receivable 166,316 Loss on ordinary activities before taxation (192,796) Tax on loss on ordinary activities - Loss on ordinary activities after taxation (192,796) Loss per share- basic and diluted (0.19)p All amounts relate to continuing activities. All recognised gains and losses for the period have been included in the profit and loss account. Blue Star Capital Plc Balance sheet at 30 September 2005 £ £ Fixed assets Tangible assets 10,811 Investments 1,416,157 1,426,968 Current assets Debtors 21,752 Cash at bank and in hand 3,650,065 3,671,817 Creditors falling due within one year 153,556 Net current assets 3,518261 Total assets less current liabilities 4,945,229 Capital and reserves Called up share capital 105,500 Share premium account 5,032,525 Profit and loss account (192,796) Shareholders funds - equity 4,945,229 Blue Star Capital Plc Cash flow statement for the period ended 30 September 2005 £ £ Net cash outflow from operating activities (223,428) Returns on investments and servicing of finance 167,132 Interest received (816) Interest paid Net cash inflow from returns on investments and servicing of finance 166,316 Financial investments and capital expenditure Payments to acquire tangible fixed assets (14,691) Payments to acquire investments (1,416,157) Net cash outflow from financial investments and capital expenditure (1,430,848) Net cash outflow before financing (1,487,960) Financing Issue of ordinary shares 5,600,000 Expenses paid in connection with share issues (461,975) Cash inflow from financing 5,138,025 Increase in net cash in the period 3,650,065 Blue Star Capital Plc Notes forming part of the financial statements for the period ended 30 September 2005 1 Accounting policies Basis of preparation The financial statements have been prepared in accordance with currently applicable Accounting Standards in the United Kingdom, which have been applied consistently, and under the historical cost convention. Turnover Turnover represents income derived from management fees charged by the company to investee companies based on the amounts receivable for the services provided. Turnover is recognised when the services are performed. Fixed asset investments Fixed asset investments are stated at cost less provision for diminution in value. Tangible fixed assets Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less the estimated residual value of each asset over its expected useful economic life, as follows: Office and computer equipment - 2 years on a straight-line basis Impairment of assets The need for any fixed asset impairment write-down is assessed by comparison of the carrying value of the assets against the higher of realisable value and value in use. 2 Loss per ordinary share The calculation of basic and diluted loss per share of 0.19 pence is based on the loss for the period of £192,796 and on 101,230,769 ordinary shares, being the weighted average number of ordinary shares in issue during the period ended 30 September 2005. There were no potential ordinary shares at the period end. 3 Post Balance Sheet events On 3 February 2006 the company completed its second investment in Gasol Plc, investing a further £250,000 in 5,000,000 ordinary shares of 0.5p each at 5p via placing. Our current holding is now 34.01%. On 7 March 2006 the company completed its second investment in India Outsourcing Services Plc, investing a further £300,000 in 666,667 shares of 10p each at 45p via placing. Our current holding is now 17.89%. On 24 March 2006 the company invested a total of £265,000 in Venteco Plc a company recently established to invest in or acquire assets, businesses or companies involved in environmentally friendly pest control technologies, applications or related areas. Our holding is 11,333,333 ordinary shares of 0.5p each representing 8.99% of issued share capital. 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 period ended 30 September 2005, 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 and will be delivered to the Registrar of Companies in due course. The Annual Report will be sent to all shareholders. Additional copies are available from 22, Soho Square, London W1D 4NS. This information is provided by RNS The company news service from the London Stock Exchange
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