GSTechnologies Limited (LSE: GST), the integrated information and communication technology infrastructure solutions provider, is pleased to announce that the Company has entered into a conditional agreement to acquire the whole of the issued share capital of Angra Limited ("Angra"), a UK-based foreign exchange and payment services company (the "Acquisition").
Angra, which operates under the AngraFX brand name, is a Financial Conduct Authority ("FCA") approved Authorised Payment Institution ("API"), conducting fast, secure and low-cost foreign exchange business and payment services internationally. In the year ended 30 September 2020 Angra transacted business to the value of £64.0 million.
The Company is acquiring Angra from its director and sole shareholder Rodolfo Modesto Basilio (the "Seller"). It is GST's intention that Rodolfo and the current management and employees of Angra will remain with the Company.
The Company will conditionally acquire 100% of the issued share capital of Angra and, in addition, the Seller will assign his £100,000 loan to Angra to the Company for a nominal consideration. In its most recent published accounts to 30 September 2020, Angra reported gross assets of £1.7 million of which £0.47 million was cash. For the year to 30 September 2020, Angra reported profit before tax of approximately £69,000.
Completion of the Acquisition is conditional, inter alia, on final due diligence, which is expected to be completed by GST by 31 October 2021, and also on GST obtaining approval from the FCA for the change of control of Angra, a regulated entity. Further announcements will be made on the progress of the Acquisition in due course.
The Company stated in its recent prospectus, published on 6 September 2021, that it intended to seek an API licence in order to be able to connect to traditional banking payment systems and agent networks, operate a remittance business in the UK and grow revenues from the stablecoin network and applications that are being developed from the collaboration with Wise MPay, announced earlier this year. Given the Company's conditional acquisition of Angra, which is already an FCA-approved API, the Company will not now continue its own process to obtain a separate API licence as it is expected that this will not be required.
Further announcements will be made as appropriate.
Tone Goh, Chairman of GST, commented: "We are very pleased to have reached an agreement with Angra. The acquisition of Angra, based in London, is intended to accelerate the development of our blockchain enabled neobanking business. Subject to the completion of our remaining due diligence, and the receipt of FCA approval, the acquisition of Angra will provide an established base on which to build our planned UK business.
"With the proceeds of our recent successful fundraising we continue to rapidly progress our fintech plans, in conjunction with our collaboration partner, Wise MPay. I look forward to providing further updates in due course."
Tone Goh, Executive Chairman
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This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. Last edited: 9 March 2022