Letter from the Chairman
GOLDEN SAINT TECHNOLOGIES LIMITED
(incorporated and registered in the British Virgin Islands under the BVI Business Companies Act, 2004 with registered number 1765556)
Tone Goh (Executive Chairman)
Raphael Teo (Executive Director)
731 Hay Street
21 June 2018
Proposed disposal of mining assets
Notice of General Meeting
1. Introduction and corporate update
Following the cancellation of admission of the Company’s Ordinary Shares to trading on AIM the Company has completed a number of key steps as it seeks to apply for the admission of its entire issued share capital to the main market for listed securities of the London Stock Exchange.
Most notably, the Company has on 31 May 2018 acquired the entire issued share capital of a technology business, EMS Wiring Systems Pte Ltd (“EMS”), founded in 1990 and operating in Singapore and the Asia Pacific Region, EMS is in the business of making buildings intelligent through installation and maintenance of Structured Cabling, Data Centre Development, Wireless (WIFI), IT Infrastructure Monitoring Systems, Surveillance Camera Systems (CCTV), Building Management Systems, Digital Display Systems, Internet of Things (IoT) and telecommunications Gigabit Passive Optical Network (GPON) solutions. EMS is incorporated in Singapore. Further details regarding the business and operations of EMS are available at its website www.emsgroup.biz. As consideration the Company issued 605,280,863 new Ordinary Shares of the Company to the shareholders of EMS, representing 70 percent of the Company’s enlarged share capital.
Prior to the acquisition of EMS, the Company successfully changed its name to Golden Saint Technologies Ltd and completed a share consolidation on a 1:50 ratio, effective as of 31 May 2018. Based on the last traded value of the Company’s ordinary shares before suspension, this would value the Ordinary Shares at £0.01 (one pence) post consolidation.
2. Disposal of mining assets
The Board believes that in order to achieve Admission (as defined below) it must dispose of its legacy Mining Assets (held through its subsidiary, GSR Africa). Accordingly the Board intends to seek shareholder approval to dispose of its 75 percent interest in GSR Africa to a newly incorporated Australian company, GSResources (the “Disposal”). The value of the Mining Assets will be written down to US$170,046 immediately prior to completion of the Disposal. The consideration for the Disposal will be satisfied by the issue and allotment of fully paid ordinary shares in the capital of GSResources to the Company at an implied price per ordinary share of US$0.02 (which price is based on the value of the written down Mineral Assets above) (the “Consideration Shares”). Immediately following completion of the Disposal the Company is proposing to distribute the Consideration Shares to the Shareholders as a dividend in specie, pro rata to their shareholding in the Company as at the date of the Notice. Each Shareholder will receive 1 Consideration Share for every 100 Ordinary Shares it holds at the date of the Notice. Information on GSResources can be found at www.gsresources.com.au.
The Directors of GSResources are:
- Pierre Fourie – Executive Chairman
- Tone Goh – Executive Director
- Adimas Prawiro – Executive Director
It is the intention of GSResources to seek a public listing after more work has been done on its mining tenements in Sierra Leone.
3. Proposed Admission to the main market of the LSE
Subject to the Disposal being approved, the Company is in the process of applying for admission of its entire issued share capital to the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange (“Admission”). It is expected that Admission will occur during the third quarter of 2018, subject to approval by the FCA.
Following completion of the acquisition of EMS, the new Board of Directors of GST is as set out below:
- Tone Goh – Executive Chairman
- Raphael Teo – Executive Director
The Company intends to appoint the following non-executive director to the Board upon Admission:
- Malcolm Groat
Pierre Fourie will serve as Interim Chief Executive Officer until Admission, following which his position will be Chief Corporate Development Officer. The Company intends to appoint Garies Chong (the current managing director of EMS) as Chief Executive Officer of the Company on Admission.
Each of the new Directors’ and proposed directors’ biographies are set out below:
Tone Kay Kim Goh (Executive Chairman), aged 58
Mr Goh holds a Bachelor of Science degree and an MBA in International Business from the University of San Francisco. Mr Goh has more than 25 years’ experience in Corporate real estate Advisory, Asset management, finance and development and has held executive positions on the boards of a number of international companies; Specializing in Mergers & Acquisitions and the Private Equity industry. Mr Goh is currently Executive Director of EMS Wiring Pte Ltd, Chairman of Zachary Assets (BVI) Limited and an Executive Director of ITCARE Shanghai Limited (a Public company listed on the Beijing Stock Exchange).
Garies Chong (Chief Executive Officer at Admission), aged 57
Mr Chong, RCDD, DCDC, currently serves as the BICSI Southeast Asia District Chair. Mr Chong has more than 25 years’ experience in the information and communication technology (ICT) industry. He began his career as a mechanical & electrical contractor. Later, he ventured into ICT as a solution provider to many multinational corporations and small and medium enterprises throughout the Asia Pacific. Mr Chong has positioned himself in various roles during his career from installer and technician to designer and director. Currently Mr Chong serves as managing director of EMS, a global ICT company and one of the top ranked ICT installers in Singapore. Mr Chong’s industry credentials include RCDD and DCDC, as well as the Certified Data Centre Specialist (DCS) in Design & Operations designation from DC Professional Development (DCPD). He is also a qualified licenced electrical worker (LEW) from SP Services. Mr Chong has been a BICSI Member since 1997. He earned his professional certification as RCDD in 1997 (first RCDD credential in Southeast Asia) and his DCDC in 2015 (first DCDC credential in South East Asia). Mr Chong has been a committee member with BICSI Southeast Asia Region for the past 10 years.
Raphael Chiah Chiu Teo (Executive Director), aged 52
Mr Teo holds a Diploma in Computer Science and Programming and has over 32 years of experience in the Information & Communications Technology (ICT) industry. He provides IT infrastructure & turnkey solutions in various sectors of the industry. He has experience in design and implementation of IT network infrastructure, wireless systems, security access control & surveillance cameras solutions, and energy efficiency solutions. Mr Teo is also an experienced sales & project manager. Prior to joining the board of the Company, Mr Teo was the Chairman & Chief Executive Officer of EMS Wiring Systems Pte Ltd.
Pierre Fourie (Interim Chief Executive Officer through to Admission), aged 46
Mr Fourie has an extensive career of over 27 years as a Mining Engineer and Chief Executive Officer in the areas of Mining, Mining IT and Corporate Development. His specific skills include business development; business optimisation and strategy; people management and development; mineral economics; mine optimisation, construction and operation; programming; IT infrastructure; resource/reserve estimation and financial modelling. Pierre worked for Anglo American as Mining Engineer and then started an Engineering Consulting Company which he expanded from Johannesburg South Africa to London UK, Perth Australia, Vancouver Canada and Santiago Chile. After selling his consulting company he acted as CEO of engineering firm DRA Americas and then Head of Mining for Namakwa Diamonds. Pierre is currently engaged to the role of CEO of Golden Saint Technologies Ltd and CEO of GSResources Pty Ltd. In addition to his career experience, Pierre holds BEng(mining) and BCompt degrees. Pierre is a member of the Australian Institute of Mining and Metallurgy (AusIMM) and the Canadian Institute of Mining, Metallurgy and Petroleum (CIM).
Malcolm Groat (Non-Executive Director), aged 57
Mr Groat is a Chartered Accountant and MBA graduate. Following an early career with PwC in London, he held CFO, COO, and CEO roles in international businesses, including with the construction engineering firm that is now Arcadis. Since 2005, Mr Groat has held non-executive board positions, mainly with growth ventures listed on AIM, but also with larger bodies such as the UK’s former Milk Marketing Board, Corps Security, and Baronsmead Second Venture Trust PLC. Mr Groat chaired a Singapore-based consulting firm (2010-2012) and a UK-based technology group (2013-2015) that enables fast, secure IT connectivity for financial institutions and military applications around the world
The Company’s new website will be www.goldensaint.com and will be up and running shortly.
4. General Meeting
The Appendix to this document sets out a notice convening the General Meeting to be held at 11.00 a.m. WST on 9 July 2018 at which the resolutions seeking approval for the Disposal and other corporate actions will be put to Shareholders.
5. Action to be taken
For holders of Ordinary Shares
You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to attend the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed and return it to Computershare Investor Services (CI) Limited, The Pavilions, Bridgwater Road, Bristol BS13 8AE United Kingdom, as soon as possible and, in any event, so that it is received no later than 48 hours before the time set for the commencement of the General Meeting. Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting should you wish to do so.
For holders of Depositary Interests
Any holders of Depositary Interests should instruct Computershare Investors Services PLC to vote in respect of the holder’s interest using the Form of Instruction enclosed. The completed Form of Instruction must be received by Computershare Investors Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom together with the original or notarially certified copy of any power of attorney or other power under which it is executed (if any) not later than 11.00 a.m. WST on 6 July 2018.
Any holder of Depositary Interests who would like to attend the General Meeting should contact the Depositary whose contact details can be found on the Form of Instruction.
For the reasons set out above, the Directors believe that the Disposal is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the resolutions to be proposed at the General Meeting as they proposed to do in respect of their own holdings of Ordinary Shares representing of the Company’s issued share capital.
The Board is excited to begin this journey in such a positive focused direction and wish to thank you for your continued support and patience. We look forward to updating you on GST’s progress soon.
For further information, please contact our investor relations Cassiopeia Services Limited, Stefania Barbaglio at *protected email*
Dated 21 June 2018
For further information please contact:
Golden Saint Technologies Ltd
Tone Goh, Executive Chairman +61 8 6145 4400
Cassiopeia Services LTD Stefania Barbaglio +44 7949 690 338