29 February 2024
GSTechnologies
Limited
("GST" or
the "Company" or the "Group")
Completion of the Acquisition of Semnet
Pte Ltd
GSTechnologies Limited (LSE: GST),
the fintech company, is pleased to announce that, further to the
Company's announcement on 6 December 2023, the Company has
completed the acquisition of 66.67% of the issued share capital of
Semnet Pte Ltd ("Semnet"), a cybersecurity company based in
Singapore (the "Acquisition") ("Competition").
Semnet is a profitable
cybersecurity business that will provide the Company with expertise
and licences that the Directors believe are a critical component to
the advancement of the Company's GS Money and B2B Neobanking
operations. Cybersecurity is of
particular importance to the Company's developing global Neobank
ecosystem. Semnet's cybersecurity expertise will enable the
Company to build a dedicated cybersecurity team to
support client onboarding and its operational activities, including
the wider provision of white-label software solutions to global
money service businesses. In addition, Semnet will continue
to support and grow its client base in other sectors, providing an
additional profitable revenue stream for the Group. Semnet is
licensed by the Cyber Security Regulatory Office (CRSO) in
Singapore. Further information on Semnet may be found
at: https://www.semnet.co
Further details of the Acquisition
The Company has acquired 66.67% of
the issued share capital of Semnet for a total consideration of
US$1.8 million in cash and new shares of no
par value in the Company ("Ordinary Shares"). US$800,000 of the total consideration is payable in cash ("Cash
Consideration") and the remaining US$1.0 million through the issue
of new Ordinary Shares ("Consideration Shares"). US$580,000
of the Cash Consideration has, or will shortly, be paid and the
remaining US$220,000 is payable four months from
Completion.
The Company will issue the
Consideration Shares on the nine month anniversary of Completion,
or on any earlier date designated by the
Company giving not less than seven days' notice in writing to the
vendors, at a price per Ordinary Share equal
to the average of the middle market
quotations for a Consideration Share as shown by the daily Official
List of the London Stock Exchange for the last five full trading
days immediately preceding the payment date.
The remaining 33.33% outstanding
shares in Semnet are owned by Ong Siew Phek (23.33%) and Lam Pek
San (10%). Ong Siew Pek is the spouse of the Company's
Executive Director and CEO, Jack Bai. As Ong Siew Pek is a
related party of a director of the Company, the Company considers
the Acquisition to be a Material Related Party Transaction as
defined under DTR 7.3.6. The Company's Executive Director and
CEO, Jack Bai, has therefore not participated in the GST Board
resolution to approve Completion and the Company's independent
directors consider that the terms of the Acquisition are fair and
reasonable from the perspective of the Company and its independent
shareholders.
In its most recently published
unaudited accounts, to 30 September 2022, Semnet had a turnover of
US$4.22 million and reported profit before tax of approximately
US$0.21 million.
A further announcement will be made
when the Consideration Shares are issued.
Tone
Goh, Chairman of GST, Chairman of GST, commented:
"We are very pleased to have
completed the acquisition of Semnet. Having inhouse
cybersecurity expertise and capability is important as we continue
to build a B2B Neobank providing next-generation digital
money solutions. We look forward to providing
further updates in due course."
This announcement contains inside
information for the purposes of Article 7 of Regulation (EU) No
596/2014 which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR").
Enquiries:
The Company
Tone Goh, Executive
Chairman
+65 6444 2988
Financial
Adviser
VSA
Capital Limited
+44 (0)20 3005 5000
Simon Barton / Thomas
Jackson
Broker
CMC
Markets
+44 (0)20 3003 8632
Douglas Crippen
Financial PR & Investor
Relations
IFC
Advisory Limited
Tim Metcalfe / Graham Herring /
Florence Chandler
+44 20 (0) 3934 6630
gst@investor-focus.co.uk