Member Info for Chaebol

Yes, GSTechnologies Ltd (LSE: GST) would be required to announce via RNS the finalization of any settlement (whether from winning arbitration or mediated agreement) that results in the return of the 58,844,713 consideration shares to the company.Why an RNS is required:Market Abuse Regulation (MAR) Article 17: As a company listed on the Main Market of the London Stock Exchange, GST must disclose inside information without delay. The return of these shares (originally issued as deferred consideration for the Semnet acquisition) would be material – it effectively unwinds part of a prior acquisition, returns value to the company (equivalent to ~US$1m in shares), impacts share capital structure (increasing treasury holdings by ~2.5% of issued shares), and could affect earnings per share or net assets positively.

UK Listing Rules (UKLR): While there is no specific rule for "return of consideration shares," the event would likely qualify as a significant development in an ongoing disclosed matter (the Semnet dispute, first announced July 2025). Companies routinely announce settlement outcomes, especially when they involve share transfers or capital changes.

Total Voting Rights (TVR) update: Placing ~59 million shares into treasury would materially reduce voting rights (by >1%), triggering a mandatory TVR announcement (best practice under FCA guidance, even post the 2024 UKLR reforms).

Precedent: The original issuance/transfer of these shares from treasury in December 2024 was announced via RNS ("Issue of Semnet Consideration Shares"). The reversal would similarly require disclosure.

Would definitely soften the blow of MiCA rejection, with you on that.

Legally I am sure they have to RNS it, they're treasury shares, this is why I believ there has been some form of miscalculation by the person that submitted the form who knows !

But also the share count cant go down from July to October. So somewhere theres a mistake....

Lloyd im almost 100% sure they would need to rns it, all kinds of rules with treasury shares, I cant see how they can keep that quiet.

Lloyd, 2,299,949,719 ordinary shares, of which 1,155,287 July was it 1.1 million BFD?

why would the sharecount go down from July to October ?

Yday gaming this one of our best guesses is its a cut and paste job and theyve used an old 58 million treasury form and not proof read the doc correctly before issuing it....I am sure they had an issue with July numbers as well but cant find any corrections but i am sure they did!

October is too early according to the arb hearing for these shares to be in treasury in Pctober but i also appreciate if former owners knew they were going to lose and they do have a weak case they returned those shares early but still doesnt account for the share discrepancy from July to October............ and the missing RNS of significant treasury shares inbound. Its been an odd one!

Lloyd, 2,299,949,719 ordinary shares, of which 1,155,287 July

October 2025 (AGM proxy): Issued: 2,164,693,555; Treasury: 58,844,713 (exact Semnet match); Voting rights: 2,105,848,842.

Today 2.33 billion shares.

What we couldn’t work out is the share count going down from July to October by 130 million roughly ?

Maybe the July figure are wrong I don’t know but if anyone does know.... it would be most welcome.

Wrong message part The shares were indeed issued and handed over to the sellers (as required under the original SPA on the nine-month anniversary).However, by the October 2025 AGM proxy date, the exact same number (58,844,713) is listed as treasury shares. This strongly indicates that, in anticipation of (or as part of negotiations for) the settlement, the sellers returned the shares to the company, which then placed them back into treasury – without needing to cancel or re-issue new ones.

Bingo Lloyd ! found it last night...colin coincidnece on the share amounts lol

February 2024: Completion of Semnet acquisition (66.67% stake). Initial cash consideration paid (US$800k). Deferred US$1m to be paid in shares on the nine-month anniversary.

2 December 2024 (or around this date – "Issue of Semnet Consideration Shares" RNS): The deferred consideration was satisfied by issuing/transferring 58,844,713 ordinary shares to the sellers. These shares were allocated from the company's existing treasury shares (i.e., transferred out of treasury to the sellers, reducing treasury holdings and increasing circulating/voting shares).

11–18 December 2024: Acquisition of CAKE/Bake platform completed (no direct share issuance mentioned in announcements).

Mid-2025 (around July 2025): Placing and Retail Offer completed.Raised funds via new share issuances.

Post-admission (c. 15 July 2025) TVR announcement/correction:Total issued share capital: 2,326,265,508 ordinary shares.

Treasury shares: 1,155,287.

Total voting rights: 2,325,110,221 (issued minus treasury).

18 July 2025: Notice of Arbitration issued against Semnet sellers for alleged breaches (non-compete and employee obligations).

October 2025 (AGM proxy form, record date c. October 2025):Issued share capital: 2,164,693,555 ordinary shares.

Treasury shares: 58,844,713 (exactly matching the Semnet consideration shares).

Total voting rights: 2,105,848,842.

Early December 2025: Mediation hearing on Semnet dispute.

18 December 2025 (Interim Results for six months to 30 September 2025):Confirmed ongoing settlement expected late December 2025 or early January 2026.

Settlement terms: Return of the 58,844,713 consideration shares to the company (plus US$800k cash repaid and ~US$300k for operational costs).

No updated share count provided here, but implies the shares were with sellers post-issuance, and return would place them back into treasury.

Again amzed they never RNS'd treasury shares coming back if it 100 % that but looks solid.

Dont know what the celebrations are tbh

52-wk low

0.40

We getting closer.............

out celebrating been a great month

-0.19 (-27.27%)past month.....

Enjoy your Xmas all, see you next week ! x;)

Agreed Kat, its the woeful BOD and the news that is coming here, nothing to do with shorts/longs..... just a terribly executed year that is now coming home to roost.

What’s the matter the price not where you wanted it.

Are you kidding me ? Spreads vicious and IF we have another dump this afternoon .4 could fall today. I do expect a better day tomoz tbh, but defo interesting in another hour two

Just by saying youve spoken with them will reassure investors that Renan is there.....

You know this ........so does Aud.....

and 2 punters contacting bake about crypto when the whole game wants to know about mica license leaves me feeling suspicious about you and Aud's intentions here.

If we are going on about this to the staff at Bake how do the employees feel and are they job hunting are they responsive to emails and buiness, I have 4 different logins with bake.io and he hasnt responded to any of them and only 1 is chaebol they not all a55holes lol and im thinking he has cleared off!

Yes I do........ people are trying to protect their position with lies all the time here.

If things are good things are good .........I rate Angra........

The rest here is dross, semnet lol lol lol GS money and stable coin been touted since 2021 and Tan june 2021 5 years next June and we nowhere with it. Some incomplete website and failed fca and mica moves. its mad the faith in this tbh.

Screenshot the email then. I dont believe you.

Lol I smell bs

Weird how hes spoken to you yesterday but not been online for over 2 days.....

He tried his best with limited information, wouldnt be surprised if hes doing one.

Lol Lloyd im on Linkedin scoping that myself.