History and Development of the Company
The Company was incorporated in the British Virgin Islands on 19 March 2013 as a British Virgin Islands business company under the name “Golden Saint Resources Limited” (and has subsequently changed its name to “Golden Saint Technologies Limited” on 8 May 2018). The Company was established for the purposes of seeking admission to AIM following its acquisition of 75 per cent interest in an early stage diamond and gold exploration company, being Golden Saint Resources Africa Ltd (‘‘GSR Africa’’), which held three exploration licences in Sierra Leone. The Company was admitted to AIM on 19 July 2013.
On 18 December 2017 the Company’s shares were suspended from trading on AIM following an announcement that the Company had signed a conditional share purchase agreement (‘‘Initial SPA’’) with the shareholders of EMS Wiring Systems Pte. Ltd (‘‘EMS’’) pursuant to which the Company would acquire the entire issued share capital of EMS, as a reverse takeover, fromEMS’ shareholders in consideration for the issue of Shares to those shareholders.
Subsequent to the announcement of 18 December 2017, the Board undertook a further review of how best to achieve the proposed transaction in the most efficient and cost-effective way and in order to maximise the long-term success of the enlarged group, including giving consideration to the choice of its listing venue. Following careful consideration, the Board concluded that the enlarged group, following the acquisition of EMS, will be more appropriate for a listing on the Standard segment of the Main Market of the London Stock Exchange instead of re-listing on AIM.
The Board also concluded that the Company will be best placed to achieve the proposed transaction and the proposed re-listing by cancelling its AIM listing as soon as practical in accordance with the AIM Rules in order to complete the disposal of the West African Assets and a share consolidation as a private company while simultaneously completing the acquisition of EMS and the application process for Admission to the Main Market.
A key factor for the Board in its considerations had been the desire to preserve the Company's existing cash resources by cutting all costs wherever possible to a minimum. Therefore, the Board considered that the cancellation was the best way to preserve the Company's funds. In particular, the Board had also considered the management time and legal and regulatory burden of maintaining the AIM listing and completing the proposed transaction.
Accordingly on 23 March 2018 the Company announced that a general meeting was to be held on 13 April 2018 to consider and if thought fit approve the cancellation of the Shares from trading on AIM. At the general meeting of the Company’s shareholders held on 13 April 2018 a resolution was passed by the shareholders to cancel the admission of the Shares from trading on AIM, effective 24 April 2018.
On 31 May 2018 the Company and EMS completed a further share purchase agreement which provided that: (1) the Initial SPA be terminated; and (2) the Company will acquire the entire issued share capital of EMS by a reverse takeover from EMS’ existing shareholders in consideration for the issue of Shares to those shareholders (the ‘‘Acquisition’’).
On 31 March 2018 the value of the West African Assets was written down on the Company’s balance sheet to US$170,046. Following shareholder approval being obtained at a general meeting held on 9 July 2018, the Company disposed of its 75 per cent interest in GSR Africa to GSResources Pty Ltd (a company incorporated in Australia) (“GSResources”). In consideration for disposing of its interest in GSR Africa, new ordinary shares in GSResources were issued as fully paid shares to the shareholders of the Company on 9 July 2018. As at the date of the Prospectus the Company has no remaining interest, and no remaining liabilities, in relation to the West African Assets.
Having completed the various pre-Admission steps described above, the Company is now in a position to proceed with Admission. On Admission, the Company will be authorised to issue one class of share (being the Shares). It is intended that the Shares will be admitted by the FCA pursuant to a Standard Listing on the Official List in accordance with Chapter 14 of the Listing Rules and to trading on the London Stock Exchange’s main market for listed securities.
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