TIDMGST
RNS Number : 8670K
GSTechnologies Ltd
06 September 2021
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SECURITIES MAY BE LAWFULLY MARKETED) OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO
SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and is not a prospectus. This announcement does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any shares in GSTechnologies Limited
in any jurisdiction, including in or into the United States,
Canada, Australia, the Republic of South Africa or Japan. Investors
should not subscribe for or purchase any shares referred to in this
announcement except on the basis of information in the prospectus
(the "Prospectus") in its final form, published by GSTechologies
Limited in connection with the proposed admission of shares to the
Standard Listing segment of London Stock Exchange plc's Main Market
for listed securities.
6 September 2021
GSTechnologies Limited
("GST" or the "Company" or the "Group")
Placing to raise GBP1.415m and Publication of a Prospectus
GSTechnologies Limited (LSE: GST), the integrated information
and communication technology infrastructure solutions provider, is
pleased to announce that the Company has raised gross proceeds of
GBP1.415m through a Placing of 141,500,000 Shares of no par value
in the Company ("New Shares") at a price of 1p per share. The
Placing was arranged by Optiva Securities Limited.
The issue of the New Shares pursuant to the Placing are within
the Company's existing allotment authorities and require the
publication of a Prospectus, as detailed below.
Background to and reasons for the Placing
The Company's strategy is to continue to develop its existing
ICT and IoT offerings serving major governmental and private
organisations worldwide while at the same time expanding its range
of fintech services using blockchain technology.
On 5 March 2021 the Board announced that it intended to expand
its focus into new higher-growth businesses based on blockchain
technology, particularly those applicable to the banking and
financial services sectors. The Company has set up two new wholly
owned subsidiaries, GS Fintech Ltd ("GSF UK") in the UK and GS
Fintech Pte Ltd ("GSF Singapore") in Singapore to develop this
strategy and has taken the first steps on this path with the
Collaboration Agreement with Wise MPay as announced on 28 May 2021
under which Wise MPay has agreed to provide the Company with
software and services to develop products and services based on
blockchain technology for the banking and financial services sector
in exchange for the issue of new Shares.
The Group's goal is to enable its customers to conduct
peer-to-peer payments cheaply and globally. The Group will be able
to facilitate moving value from the traditional banking system into
the Group's stablecoin network and applications, and
vice-versa.
GSF UK intends to seek an Authorised Payment Institution ("API")
licence from the Financial Conduct Authority in the UK ("FCA").
Should that licence be obtained, the Group will be able to connect
to traditional banking payment systems and agent networks and
operate a remittance business in the UK.
The Directors believe the Group will be well positioned to
leverage a variety of neobanking business models and monetization
strategies, including deposit/withdraw fees, FX spread, and
transaction fees. The Group will seek to obtain any further
licenses that may become necessary by applicable law at a future
point in time.
The Group's neobanking products are expected to be B2C and
provide domestic remittance (P2P) payments, international
remittances, multicurrency wallet services and domestic and
international online retail solutions. However, initially, the
Group will only conduct B2C transactions and not B2B transactions
until further notice.
The Group also intends to seek an authorized electronic money
institution ("AEMI ") licence in the UK or an electronic money
institution ("EMI") licence in the EU or both which will empower
the Group to offer a much broader scope of financial services to
its customers.
The funds raised from the Placing will be principally used to
cover sales and marketing costs and the costs of development and
implementation of the Wise MPay technology. GST also intends to use
the proceeds of the fundraising to take advantage of further
strategic opportunities as they arise.
Collaboration Agreement with Wise MPay
The Company announced on 21 April 2021 that it had signed a
Memorandum of Understanding with Wise MPay Pte Ltd ("Wise MPay")
with a view to enhancing its blockchain and new technology
development capabilities. The provision of services and software by
Wise MPay to the Company is governed by a Collaboration Agreement
(the "Agreement"), the signing of which was announced on 28 May
2021. The consideration for the Agreement is to be satisfied by the
issue and allotment to Wise MPay of 100,000,000 New Shares
("Consideration Shares"). The issue of the Consideration Shares is
conditional, inter alia, upon Admission, as described below.
Under the Agreement, Wise MPay will supply the Company with a
number of standard and bespoke software packages which include,
inter alia, software to enable the Company to establish a
remittance portal (GSend), an eWallet app (GS Money), Know Your
Client (KYC) administration and an encryption engine. Additionally,
Wise MPay will supply four enterprise blockchain consensus nodes
that come with 25 million stake tokens each, based on the Coalculus
blockchain platform, to enable transaction validation on the
Coalculus network for transactions undertaken by GST's proposed
customers in US dollars, Euros, Sterling and Chinese Yuan.
These software packages being supplied by Wise MPay will be
integrated on the Company's cloud server, together with software
supplied by the Company and third party payment gateway packages.
Wise MPay has agreed to provide reasonable ongoing support and
training to the Company in respect of the software and systems it
is supplying, together with software and Coalculus platform
upgrades when available.
Tone Goh, Chairman of GST, commented : "I am delighted to
announce this successful fundraising and welcome a number of new
shareholders to GST. The Placing will provide funds for us to
progress our fintech plans, in particular in conjunction with our
collaboration partner, Wise MPay. I look forward to providing
further updates in due course as we seek to rapidly build a
blockchain enabled neobanking business."
The Prospectus
In order for the Company to issue the New Shares pursuant to the
Placing and the Agreement , and for them to be admitted to trading
on the Standard Segment of the Official List and on the Main Market
of the London Stock Exchange the Company is required to publish a
prospectus approved by the FCA.
The prospectus has been approved by the FCA, as competent
authority under Regulation (EU) 2017/1129 as it forms part of
retained direct EU legislation (as defined in the European Union
(Withdrawal) Act 2018, as amended). The Prospectus is available for
inspection at the National Storage Mechanism
( https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on
the Company's website at https://www.gstechnologies.co.uk .
Admission and Total Voting Rights
The Placing has been conducted utilising the Company's existing
share authorities. The New Shares will rank pari passu in all
respects with the Existing Shares. The Placing is conditional,
inter alia, on admission of the Placing Shares to trading on the
Main Market of the London Stock Exchange ("Admission") becoming
effective. Application will be made to the London Stock Exchange
for the Placing Shares and the Consideration Shares to be admitted
to trading on the Main Market of the London Stock Exchange and the
Standard Segment of the FCA Official List. It is expected that
Admission will become effective and that dealings in the Placing
Shares and the Consideration Shares on the Main Market of the
London Stock Exchange will commence on or around 13 September
2021.
On Admission, the Company will have 1,434,982,002 Shares in
issue, each with one voting right. There are no shares held in
treasury. Therefore, the Company's total number of Shares and
voting rights will be 1,434,982,002 and this figure may be used by
shareholders from Admission as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Placing Statistics
Number of Existing Shares 1,193,482,002
Number of New Shares to be issued pursuant to
the Placing 141,500,000
Number of New Shares to be issued pursuant to
the Agreement 100,000,000
Number of Shares in issue on Admission 1,434,982,002
New Shares as a percentage of the Enlarged Share
Capital 16.8%
Placing Price 1 p
Gross Proceeds of the Placing GBP1 .4m
Net Proceeds GBP1 .1m
Defined Terms
Defined terms in this announcement which are not otherwise
defined herein shall have the same meanings as in the
Prospectus.
Enquiries:
The Company
Tone Goh, Executive Chairman +65 6444 2988
F inancial Adviser
+44 (0)20 3005
VSA Capital Limited 5000
Simon Barton / Pascal Wiese
Placing Agent
+44 (0) 20 3137
Optiva Securities Limited 1902
V ishal Balasingham
Financial PR & Investor Relations
IFC Advisory Limited
Tim Metcalfe / Graham Herring / Florence +44 20 (0) 3934
Chandler 6630
For more information please see:
https://gstechnologies.co.uk/
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