LONDON, UK: GSTechnologies Limited (LSE: GST), the fintech and information technology solutions company, entered into a binding agreement to sell its subsidiary, EMS Wiring Systems Pte. Ltd, to Teo Chiah Chiu Raphael, the Chairman of EMS.
· Disposal of EMS Wiring Systems to a member of its management team
· Consideration for the Disposal comprises the return of the 60,000,000 GST shares held by Raphael Teo to the Company
· The Disposal enables the Group to focus solely on its stated strategy of building a blockchain enabled neobanking business, removing a loss-making, no longer core, subsidiary
Details of the Disposal
The consideration payable by Raphael Teo for the entire issued share capital of EMS, which is currently held by the Company, will be the transfer to the Company, by way of a share buyback, of 60,000,000 ordinary shares of no par value in GST held by him (the “Consideration Shares”). At the closing mid-price of 1.09p of the Company’s shares on 15 July 2022, the Consideration Shares were valued at £654,000 and they represent approximately 3.87 per cent. of the Company’s issued share capital. The Company intends to hold the Consideration Shares in treasury for future issue or cancellation in due course.
Completion of the Disposal is conditional, inter alia, on completion of the buyback of the Consideration Shares, and the Company and EMS entering into a deed of agreement to waive all outstanding liabilities between the Company and EMS. A further announcement will be made in due course when the Disposal completes.
EMS Wiring Systems, based in Singapore, provides wireless, electronic cabling, security, and other solutions to clients operating in the infrastructure development space. In the year ended 31 March 2021, the Company’s last reported annual financial results, EMS had sales of US$2.83 million and made a net loss of US$0.14 million, after receiving US$0.58 million of Covid-19 related financial assistance from the Singapore Government. For the year ended 31 March 2022 EMS had increased unaudited sales of approximately US$4.0 million, but continued to be loss making and made an unaudited net loss of approximately US$0.5 million.
Background and reasons for the Disposal
The primary focus for the Group has, since early 2021, been on the ‘GS Fintech’ subsidiaries in the UK and Singapore and the Company’s expansion into blockchain related technologies applied to the financial services sector, specifically its plans to launch a borderless neobanking platform providing next-generation digital money solutions. As announced on 30 June 2022 the Company has made significant progress in implementing its stated strategy to roll-out a suite of offerings under its GS Money banner based on three initial use-cases: international money transfers, borderless accounts, and private stablecoin. Additionally, following the completion of the acquisition of Angra Limited on 8 March 2022 the Group has a further revenue generating subsidiary.
The Disposal is therefore in line with the Group’s strategy to focus on its fintech activities and the Disposal will remove a non-core loss making business from the Group. Following completion of the Disposal the Group will be able to focus its resources on developing its blockchain enabled neobanking activities and it will be a ‘pure play’ fintech group.
Related Party Transaction
Raphael Teo was a director of GST until he retired on 6 August 2021. He remains a substantial shareholder, holding 13.29 per cent. of the Company’s issued share capital. Garies Chong is currently a non-executive director of GST. He is also a substantial shareholder, holding 11.84 per cent. of the Company’s issued share capital. Although not a party to the Disposal agreement, it is expected that Garies Chong will become a director of EMS upon completion of the Disposal.
The Company has therefore treated the Disposal as a related party transaction for the purposes of the Disclosure Guidance and Transparency Rules in respect of the involvement of both Raphael Teo and Garies Chong. Garies Chong has not taken part in the Board decision to enter into the Disposal. The remainder of the Board believes that the disposal of a non-core loss-making business, leaving the Group to focus on its core neobanking activities, is a positive step for the Group and unanimously resolved that the Disposal is fair and reasonable from the perspective of GST.
Tone Goh, Chairman of GST, commented: “The disposal of EMS is in line with our strategy to concentrate on our blockchain enabled neobanking activities. In particular, it removes a lossmaking subsidiary from the Group, that is not part of our future plans, and will enable us to focus all our resources on accelerating the role out of our suite of GS Money offerings. With these activities gaining significant traction in recent months we look forward to providing further updates as we progress.”