GS Holdings Limited Announces Major Acquisition Move: Key Details for Investors

Summary of Key Developments

• GS Holdings Limited has announced the receipt of a Listing and Quotation Notice (LQN) from the Singapore Exchange Securities Trading Limited (SGX-ST), marking a significant step forward in its proposed acquisition of Dyspatchr Pte. Ltd.
• The acquisition involves the issuance of 35,373,341 Consideration Shares at S\$0.0431 per share to the Vendors and 1,160,092 Retention Bonus Shares at the same price to Key Personnel.
• The Company has now fulfilled all conditions precedent required for the acquisition to proceed, and will move towards completion of the transaction.

Details of the Acquisition

GS Holdings Limited, together with its subsidiaries, is set to acquire the entire issued and fully paid-up share capital of Dyspatchr Pte. Ltd. This follows the signing of a sale and purchase agreement with the Vendors. The deal is structured as follows:

• Consideration Shares: 35,373,341 shares will be issued to the Vendors at S\$0.0431 per share.
• Retention Bonus Shares: 1,160,092 shares will be issued to Key Personnel, also at S\$0.0431 per share, as part of the retention strategy post-acquisition.

The listing and quotation of both types of shares are subject to GS Holdings Limited’s compliance with SGX-ST’s listing requirements.

Important Information for Shareholders

• The receipt of the LQN is a crucial milestone, but shareholders should note that it does not imply any endorsement of the merits of the share issuance or the acquisition by SGX-ST.
• Completion of the acquisition is now imminent, as all conditions precedent have been satisfied. This could potentially impact the share price and future direction of GS Holdings Limited due to the addition of Dyspatchr Pte. Ltd. to its portfolio.
• The issuance of a substantial number of shares (over 36 million) could affect the capital structure and dilution for existing shareholders.
• The Company will make further announcements regarding the allotment and issuance of the new shares, and upon completion of the acquisition, which investors should monitor closely.
• The acquisition is expected to strengthen GS Holdings Limited’s strategic position, but there is no certainty regarding the completion until the shares are actually allotted and issued.

Potential Price-Sensitive Implications

• The acquisition, the issuance of new shares, and the entry of Dyspatchr Pte. Ltd. into the Group are significant corporate actions that could materially affect the valuation of GS Holdings Limited.
• Investors should be aware of possible dilution effects and changes in the business profile, as these could influence market sentiment and share price.
• Any further developments or completion announcements related to this acquisition may be price sensitive and warrant close attention.

Cautionary Statement

Shareholders and potential investors are strongly advised to exercise caution when dealing in the shares of GS Holdings Limited. While the acquisition process is advancing, there remains uncertainty as to the final completion of the proposed share issuances and acquisition. Professional advice should be sought if investors are unsure of their next steps.

Next Steps

• Await further announcements from GS Holdings Limited regarding the final allotment and issuance of shares and completion of the acquisition.
• Monitor the company’s official communications for updates that may impact investment decisions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making any investment decisions. The Singapore Exchange Securities Trading Limited (SGX-ST) has not reviewed or approved the contents of this article and assumes no responsibility for its accuracy or completeness.

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