18 December 2017
Golden Saint Resources Ltd
("Golden Saint", "GSR" or the "Company")
Conditional acquisition of EMS Wiring Systems Pte Ltd
Proposed share consolidation
Suspension of Trading
Golden Saint (AIM: GSR), the West African-focused diamond and gold exploration company quoted on the UK AIM Market , is pleased to announce that it has entered into a conditional purchase agreement with the shareholders of EMS Wiring Systems Pte Ltd (" EMS Wiring "), to acquire the entire issued share capital of EMS Wiring, for a share-only consideration representing 70% of the resulting total issued ordinary shares of the Company prior to any fund raising ("the Acquisition" ) and is intending at the same time to dispose of its existing assets in West Africa (together "the Proposed Transaction").
The Proposed Transaction is subject, inter alia, to the completion of due diligence, documentation, shareholder approval and compliance with all regulatory requirements including the AIM Rules.
EMS Wiring is an established supplier, installer and maintenance provider of structured cabling systems, wireless communications (WiFi), data centres, infrastructure monitoring systems, uninterruptible power supplies, surveillance camera systems (CCTV), building management systems, access control, visitor registration, digital display systems, VOIP, telepresence and eco & intelligent lighting. EMS Wiring has a strong client base including several government agencies and major financial institutions in Singapore. EMS Wiring currently employs 65 people. It is headquartered in Singapore with operations in Singapore, Malaysia, Hong Kong, India, China & Taiwan. In recent years EMS has showed consistent growth in revenue with the year-on-year growth over the last two years of over 30% pa. For the year ended 31 March 2017, EMS Wiring reported a profit before taxation of S(Singapore)$625,721 on turnover of S$5,924,006 and had as at that date net assets of S$1,970,331 including cash balances of S$1.1million. Unaudited interim financial results for the six months ending 30 September 2017 show a profit before taxation of S$380,339 for the period.
The intention is also to dispose of the existing operations in Sierra Leone to local management for an ongoing royalty stream from possible diamond sales ("Proposed Disposal"). This will need to be treated as a related party transaction under the AIM Rules and further details will be announced in due course. The disposal will be completed immediately before the completion of the Acquisition.
Pursuant to AIM Rule 14 for Companies, the Proposed Transaction will constitute a reverse takeover and pursuant to AIM Rule 15 the Proposed Disposal will constitute a fundamental change of business. Accordingly, each will require the approval of Shareholders at a General Meeting of the Company.
GSR intends to propose a share consolidation to bring its issued share capital more in line with its expected market capitalisation: further details to follow in due course.
Following the appointment of new board members this year, the directors have been seeking to implement a transformational strategy focused on building a sustainable and positive cash flow-generating business that will allow for reinvestment into new business areas, without having to rely solely on raising additional capital from the market. The experience of the current board, with backgrounds in IT together with developing-country expertise gained through mineral resource experience, has led to the decision to move to a cash generating, profitable sector that could be expanded into a major power and data storage provider world-wide. The strategy is one of "invest, focus, grow".
The directors believe that there is an opportunity to consolidate the existing EMS Wiring business within its operating areas, but also to capitalise on the networks established in Africa, Asia and South America to expand into a higher tier of owning its own data centres.
On completion of the Proposed Transaction, there will be a number of new board appointments, including a group finance director and an independent UK based non-executive director.
The intention is also that the Company will be re-named Golden Saint Technologies Limited ("Golden Saint") on completion of the Proposed Transaction, to reflect its new business direction.
Suspension of Ordinary Shares
By virtue of its size, the Proposed Transaction will constitute a reverse takeover under Rule 14 of the AIM Rules for Companies. Accordingly, the Company's Ordinary Shares will be suspended from trading on AIM today, pending publication of an AIM admission document and circular to shareholders to convene a general meeting of shareholders.
Further announcements will be made, as appropriate, in due course.
T his announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For further information please contact:
Golden Saint Resources Ltd
Pierre Fourie , CEO
+618 6145 4400
Beaumont Cornish Limited
Roland Cornish/Rosalind Hill Abrahams
+44 (0) 20 7628 3396
SVS Securities Plc
Tom Curran / Ben Tadd
+44 (0)20 3700 0093
Cassiopeia Services LTD
+44 ( 0)7949690338
This information is provided by RNS