TIDMGSR
RNS Number : 6783I
Golden Saint Resources Ltd
23 March 2018
23 March 2018
Golden Saint Resources Ltd
("GSR" or the "Company" or "Group")
Proposed Cancellation of Admission of Ordinary Shares to trading
on AIM
and
Notice of General Meeting
The Company announces that it is today posting to Shareholders a
circular (the "Circular") and Notice of General Meeting relating to
the proposed cancellation of Admission of Ordinary Shares to
trading on AIM.
The General Meeting is to be held at The Broadgate Tower,
Primrose Street, London EC2A 2EW at 10.00 a.m. BST on 13 April
2018, and a copy of the circular and Notice of General Meeting will
made available shortly on the Company's website
www.goldensaintresources.com.
This 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 +61 (0) 8 6145 4400
Beaumont Cornish Limited Roland Cornish /
Rosalind Hill Abrahams +44 (0) 20 7628 3396
Cassiopeia Services Limited Stefania Barbaglio +44 (0) 79 4969
0338
SVS Securities Plc Tom Curran / Ben Tadd +44 (0) 20 7710
9612
1 Introduction
The Company today announces that it is proposing to seek
Shareholder consent to cancel the Admission of the Company's
Ordinary Shares to trading on AIM ("Cancellation").
The Circular sets out the background to and reasons for the
Cancellation, additional information on the implications of the
Cancellation for the Company and its Shareholders and why the Board
believes the Cancellation to be in the best interests of the
Company and of the Shareholders as a whole. Having disclosed their
interests in the Company and their intentions with regard to their
individual holdings, the Directors unanimously recommend the
Cancellation.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company
is required to obtain the consent of not less than 75 per cent. of
the votes cast by Shareholders at a general meeting in order to
request that the Company's Ordinary Shares are cancelled from
trading on AIM. Included with the Circular is a notice of a general
meeting which has been convened for 10.00 a.m. BST on 13 April 2018
at The Broadgate Tower, Primrose Street, London EC2A 2EW in order
that the Cancellation may be put to Shareholders.
2 Cancellation of Admission
2.1 Reasons for the Cancellation
On 18 December 2017, the Company announced that it had entered
into a conditional purchase agreement with the shareholders of EMS
Wiring Systems Pte Ltd ("EMS") for the acquisition of the entire
issued share capital of EMS as a reverse takeover (the
"Acquisition") and at the same time complete the disposal of its
existing assets in West Africa (the "Disposal") and a share
consolidation (the "Share Consolidation") (together the "Proposed
Transaction"). Since that announcement, the Company has been
continuing to make progress towards implementing the Proposed
Transaction. As part of this process, the Board has also considered
a number of options as to 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 has concluded that
the enlarged group, following the Acquisition, 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 therefore intends in due course to apply for the
admission of the Ordinary Shares (following the Acquisition) to
listing on the standard segment of the Official List of the UK
Listing Authority and to trading on the Main Market for listed
securities of the London Stock Exchange ("Proposed Admission"). The
Board has also concluded that the Company will be best placed to
achieve the Proposed Transaction and the Proposed Admission by
cancelling its Admission as soon as practical in accordance with
the AIM Rules in order to complete the Disposal and the Share
Consolidation as a private company while simultaneously completing
the Acquisition and the application process for the Proposed
Admission. A key factor for the Board in its considerations has
been the desire to preserve the Company's existing cash resources
by cutting all costs wherever possible to a minimum. Therefore, the
Board considers that the Cancellation will be the best way to
preserve the Company's funds. In particular, the Board has also
considered the management time and legal and regulatory burden of
maintaining the Admission and completing the Proposed Transaction
and the Proposed Admission on AIM. The Board's immediate priority
is to focus its full management resources on progressing the
Proposed Transaction and preparing a prospectus in respect of the
Proposed Admission which the Board considers can best be achieved
as a private company.
As a result of these factors, the Board has concluded that the
Company's interest is best served by effecting the Cancellation as
soon as practical.
2.2 Effects of the Cancellation
The Board intends, as described above, to proceed with the
Proposed Admission as soon as possible. However, unless and until
the Proposed Admission proceeds, and once the Cancellation has
taken place, the effects of the Cancellation would be as
follows:
-- there will no longer be a formal market mechanism for
Shareholders to trade in the Ordinary Shares and no price will be
publicly quoted for the Ordinary Shares;
-- there will be no liquidity and marketability of the Ordinary
Shares and the value of such Ordinary Shares may be consequently
adversely affected. It will therefore be very difficult for
Shareholders to realise value from their Ordinary Shares;
-- while there may be an opportunity for Shareholders to sell
their Ordinary Shares upon a sale of the entire issued share
capital of the Company to a third party, it will be difficult to
place a fair value on any such sale;
-- the AIM Rules will no longer apply to the Company and levels
of corporate governance and transparency will no longer be dictated
by those rules. Shareholders will no longer be afforded the
protections given by the AIM Rules, such as the requirement to be
notified of certain events, including substantial transactions,
financing transactions, related party transactions and fundamental
changes in the Company's business, including certain acquisitions
and disposals;
-- the Company will cease to have an independent financial and nominated adviser, and broker;
-- as an unlisted company, the Company will be subject to less
stringent accounting disclosure requirements; and
-- the Cancellation may have either positive or negative
taxation consequences for Shareholders. Shareholders who are in any
doubt about their tax position should consult their own
professional independent adviser immediately.
Shareholders are reminded that, as the Company is incorporated
in the BVI, Shareholders are not afforded the protections provided
by the Takeover Code, however, they will have all rights pursuant
to the BVI Business Companies Act and the Company's Memorandum and
Articles of Association.
2.3 Cancellation Process
Rule 41 of the AIM Rules requires an AIM company that wishes to
cancel admission of its securities to trading on AIM to notify such
intended cancellation to Shareholders and separately to inform the
London Stock Exchange of its preferred cancellation date. Rule 41
also requires that, unless the London Stock Exchange otherwise
agrees, the Cancellation must be conditional upon the consent of
not less than 75% of votes cast by the Shareholders, given in a
general meeting.
Under the AIM Rules, Cancellation requires the expiration of a
period of not less than 20 clear Business Days from the date on
which notice of the intended Cancellation is given to the London
Stock Exchange. The Company has notified the London Stock Exchange
of the proposed Cancellation. Subject to the Resolution being
passed by the requisite majority at the General Meeting, it is
anticipated that the trading facility in the Ordinary Shares on AIM
will cease at close of business on 23 April 2018, with Cancellation
taking effect on 24 April 2018, being a date five business days
following the General Meeting.
Upon the Cancellation becoming effective Beaumont Cornish
Limited will cease to be the nominated adviser to the Company and
the Company will no longer be required to comply with the AIM
Rules.
2.4 Ordinary Share dealing following Cancellation
The Board intends, as described above, to proceed with the
Proposed Admission as soon as possible. However, unless and until
the Proposed Admission proceeds, following Cancellation there will
be no facility to trade in the Ordinary Shares of the Company.
However, the Company will maintain its website
(www.goldensaintresources.com) and will use this website to update
Shareholders on the Proposed Transaction.
3 Taxation
Shareholders who are in any doubt about their tax position
should consult with their own independent professional adviser as
soon as possible.
4 General Meeting
The Appendix to the Circular sets out a notice convening the
General Meeting to be held at 10.00 a.m. BST on 13 April 2018 at
which the Resolution seeking approval for the cancellation of
admission to trading on AIM of the Ordinary Shares will be put to
Shareholders.
5 Recommendation
For the reasons set out above, the Directors believe that the
Cancellation 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 Resolution to be
proposed at the General Meeting as they propose to do in respect of
their own holdings of 84,013,939 Ordinary Shares representing 0.7
per cent. of the Company's issued share capital.
EXPECTED TIMETABLE OF EVENTS
Notice given to London Stock 23 March 2018
Exchange notifying it of proposed
cancellation
Publication and posting of this 23 March 2018
document and Form of Proxy to
Shareholders
Latest time and date for receipt 10.00 a.m. on 10
of completed Forms of Instruction April 2018
from UK CREST holders in respect
of the General Meeting
Latest time and date for receipt 10.00 a.m. on 11
of Forms of Proxy in respect April 2018
of the General Meeting
Time and date of General Meeting 10.00 a.m. on 13
April 2018
Announcement of results of General 13 April 2018
Meeting
Expected last day of trading 23 April2018
facility in Ordinary Shares on
AIM available
Expected time and date that the 24 April 2018
Admission to trading of the Ordinary
Shares on AIM will be cancelled
Notes:
(i) All times set out in this timetable are BST unless expressly stated otherwise.
(ii) If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by an
announcement through a regulatory information service recognised by
the London Stock Exchange.
(iii) The Cancellation requires the approval of not less than 75
per cent. of the votes cast by Shareholders at the General
Meeting.
SHARE INFORMATION
Number of Ordinary Shares
in issue at the date of
this document 11,749,970,868
ISIN code for Ordinary VGG3960L1085
Shares
TIDM code for AIM GSR
DEFINITIONS
The following definitions apply unless the context otherwise
requires:
"Admission" the admission of the Ordinary
Shares to trading on AIM
"AIM" the AIM market operated by
the London Stock Exchange plc
"AIM Rules" the AIM rules for Companies
as published and amended by
the London Stock Exchange and
as amended from time to time
"Articles" the articles of association
of the Company in force at
the date of this
"Beaumont" or "Nomad" Beaumont Cornish Limited, the
Company's nominated adviser
"BVI" the British Virgin Islands
"BVI Business Companies the BVI Business Companies
Act" Act, 2004 (as amended from
time to time)
"Cancellation" the cancellation of the Admission
in accordance with Rule 41
of the AIM Rules
"Company" or "GSR" Golden Saint Resources Ltd,
a company incorporated in the
British Virgin Islands with
company number 1765556
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) in respect
of which Euroclear UK & Ireland
Limited is the operator (as
defined in those regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755),
as amended
"Depositary" Computershare Investor Services
PLC, whose registered office
is at The Pavilions, Bridgewater
Road, Bristol, BS13 8AE, United
Kingdom
"Depositary Interests" the CREST depositary interests
or "DI" representing an entitlement
to Ordinary Shares
"Directors" or "Board" the directors of the Company
or any duly authorised committee
thereof
"Financial Conduct the Financial Conduct Authority
Authority" or "FCA" of the United Kingdom
"Form of Instruction" the form of instruction for
use in relation to the General
Meeting which accompanies this
document
"Form of Proxy" the form of proxy enclosed
with this document for use
by shareholders at the General
Meeting
"General Meeting" the general meeting of the
Company convened for 10.00
a.m. BST on 13 April 2018 and
any adjournment thereof
"Group" the Company, its existing subsidiaries
and subsidiary undertakings
"London Stock Exchange" London Stock Exchange plc
"Notice" the notice convening the General
Meeting set out in the Appendix
to this document
"Ordinary Shares" the 11,749,970,868 ordinary
shares of no par value in the
capital of the Company in issue
at the date of this document,
all of which are admitted to
trading on AIM
"Registrar" Computershare Investors Services
(BVI) Limited of Woodbourne
Hall, PO Box 3162, Road Town,
British Virgin Islands
"Resolution" the resolutions to be proposed
at the General Meeting as set
out in the Notice
"Shareholders" registered holders of Ordinary
Shares and Depositary Interests
"Takeover Code" means the City Code on Takeovers
and Mergers published by the
Takeover Panel
"Takeover Panel" means the Panel on Takeovers
and Mergers
"United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
"uncertificated" or an ordinary share recorded
"in uncertificated on a company's share register
form" as being held in uncertificated
form in CREST and title to
which, by virtue of the Uncertificated
Securities Regulations 2001,
may be transferred by means
of CREST
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBRGDXUXDBGID
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