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