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

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