BEIJING, July 14, 2014 /PRNewswire/ — General Steel Holdings, Inc. (“General Steel” or the “Company”) (NYSE: GSI), a leading non-state-owned steel producer in China, today announced that the Company has entered into a definitive Subscription Agreement (the “Subscription Agreement”) for a private placement of its common stock, par value $0.001 per share (“Common Stock”), with Henry Yu (the “Investor”), the Company’s Chairman and Chief Executive Officer. The gross proceeds from the private placement will be approximately $7.5 million, and the Company intends to use the proceeds to fund its expansion into high-growth bulk commodity e-commerce.
Pursuant to the Subscription Agreement, the Investor purchased from the Company and the Company issued and sold to the Investor five million shares of Common Stock at a purchase price of $1.50 per share (the “Purchase Price”), for an aggregate amount of $7.5 million. The Purchase Price is approximately 23% higher than that of the 90-day volume weighted average closing price of the Common Stock from March 5, 2014 to July 11, 2014, which ranged from $0.90 to $1.47 per share of Common Stock during the period. The Common Stock purchased and issued will be subject to the six-month holding period provisions of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). The private placement is expected to close in July 2014, subject to customary closing conditions.
“My willingness to purchase shares at a premium price reflects my optimism with General Steel’s recovering trend in recent months and the Company’s long-term strategy and growth prospects,” said Henry Yu, Chairman and Chief Executive Officer of General Steel. “I remain highly confident that General Steel will earn positive net income in the second half of 2014, and my injection of additional capital will enable the Company to expand its business scope. It is very clear to me that our planned expansion into commodity e-commerce will enable the Company to not only capitalize on significant growth opportunities ahead but also help to generate positive returns for its investors.”
The purchase and issuance of the Common Stock set forth above was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder (“Regulation D”), based upon the representations made by the Investor that he was an “accredited investor” (as such term is defined under Rule 501 of Regulation D) and that he was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted by the Company in connection with the sale of the securities.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the Securities Act and the applicable securities laws of any such state.
About General Steel
General Steel, headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in China’s Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region, and Tianjin municipality with seven million metric tons of crude steel production capacity under management. For more information, please visit www.gshi-steel.com.
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This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs about future events and financial, political and social trends and assumptions it has made based on information currently available to it. The Company cannot assure that any expectations, forecasts or assumptions made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized. Actual results could differ materially from those projected in the forward-looking statements as a result of inaccurate assumptions or a number of risks and uncertainties. These risks and uncertainties are set forth in the Company’s filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 under “Risk Factors” and elsewhere, and include: (a) those risks and uncertainties related to general economic conditions in China, including regulatory factors that may affect such economic conditions; (b) whether the Company is able to manage its planned growth efficiently and operate profitable operations, including whether its management will be able to identify, hire, train, retain, motivate and manage required personnel or that management will be able to successfully manage and exploit existing and potential market opportunities; (c) whether the Company is able to generate sufficient revenues or obtain financing to sustain and grow its operations; (d) whether the Company is able to successfully fulfill our primary requirements for cash; and (e) other risks, including those disclosed in the Company’s most recent Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission. Forward-looking statements contained herein speak only as of the date of this release. The Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether to reflect new information, future events or otherwise.
General Steel Holdings, Inc.
Asia Bridge Capital Limited