RNS Number : 3678K

GS Chain PLC

04 May 2022

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus nor an offer of securities for sale nor a solicitation of or offer to acquire or a recommendation to buy or sell securities in any jurisdiction, including without limitation in or into the United States, Canada, Australia, New Zealand, The Republic of South Africa, Switzerland or Japan.

Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in a prospectus in its final form as approved by the FCA (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, to be published by GS Chain plc ("GS Chain", the "Company" or the "Group") on this date in connection with the proposed admission of ordinary shares in the Company (the "Shares") to the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange plc ("London Stock Exchange"). A copy of the Prospectus will be submitted to the National Storage Mechanism and be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and available on the Company's website at https://gschain.world/

4 May 2022

GS Chain plc

("GS Chain", the "Company" or the "Group")

Publication of Prospectus and Intention to Float on the London Stock Exchange

GS Chain, a company established with the purpose of undertaking an acquisition or acquisitions of an interest in an operating company or business in the technology sector ("Acquisition") is pleased to announce the publication of the prospectus dated as of 4 May 2022, in connection with the admission of its ordinary shares ("the Shares") on the Main Market of the London Stock Exchange ("Admission").

A copy of the Prospectus is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and available on the Company's website at https://gschain.world/.

GS Chain intends to identify opportunities within the technology sector, to conduct the necessary due diligence and subsequently complete an Acquisition. While the Directors will consider a broad range of technology sectors, those which the Directors believe will provide the greatest opportunity and which the Directors will initially focus on include the use of technologies in real estate, banking, finance, fintech, telecommunications, automotive and blockchain industries. The Directors may consider other sectors if they believe such sectors present a suitable opportunity for the Company.

The Company's objective is to generate attractive long term returns for shareholders and to enhance value by supporting sustainable growth, Acquisitions and performance improvements within the acquired companies. The Directors will also use their knowledge and experience across a wide range of industry sectors in acquiring, investing and integrating businesses, which allows them to assess the viability of acquisition opportunities and their management teams, which is fundamental to finding the right Acquisition.

The Company will apply for admission by way of a direct listing of the Shares to the standard listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange.

Enquiries:

 
 GS Chain                                      Contact details 
  Sanjay Nath                                   +44 (0) 203 989 2217 
  Corporate Adviser 
   First Sentinel Corporate Finance Limited      +44 (0) 7876 888 
   Brian Stockbridge                             011 
                                              ---------------------- 
 

IMPORTANT INFORMATION

The contents of this announcement have been prepared by and are the sole responsibility of GS Chain.

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the the United States, Canada, Australia, New Zealand, the Republic of South Africa, Switzerland or Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The securities referred to in this announcement may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

These materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.

Accordingly, unless an exemption under any applicable law is available, the securities may not be offered or sold directly or indirectly, in the the United States, Canada, Australia, New Zealand, the Republic of South Africa, Switzerland or Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction .

This announcement is only addressed to and directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will be available in the United Kingdom only to relevant persons and to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.

This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about GS Chain and its subsidiaries. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation or warranty is made or will be made that any forward-looking statement will come to pass. The forward-looking statements in this announcement speak only as at the date of this announcement.

Each of GS Chain, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

The information in this announcement is subject to change. Persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published. Persons considering making investments should consult an authorised person specialising in advising on such investments.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.

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May 04, 2022 13:29 ET (17:29 GMT)