Diginex Limited Announces Extraordinary General Meeting to Approve Proposed Acquisition of Resulticks
Rhea-AI Summary
Diginex (NASDAQ: DGNX) has called an extraordinary general meeting (EGM) for 8 October 2026 to seek shareholder approval for its proposed acquisition of Resulticks Global Companies Pte. Limited under an amended and restated share purchase agreement dated 14 August 2026.
According to Diginex, consideration for the Transaction will be 600,000,000 new Diginex ordinary shares, issued at US$1.75 per share, payable entirely in equity. EGM resolutions will cover approval of the SPA and share issuance, an increase in authorized share capital, adoption of amended and restated memorandum and articles of association, and a share consolidation intended to help the enlarged group satisfy requirements for Diginex’s Nasdaq initial listing application.
The record date for voting is the close of business in New York on 14 August 2026. Subject to shareholder, Nasdaq, regulatory and other consents, completion is targeted by 30 October 2026, though Diginex cautions there is no assurance the Transaction will close.
Positive
- All-share Resulticks consideration of 600,000,000 shares at US$1.75
- Targeted Transaction completion by 30 October 2026, subject to conditions
- Planned share consolidation to support Nasdaq initial listing requirements
Negative
- Issuance of 600,000,000 new shares implies substantial equity dilution risk
- Transaction subject to multiple approvals with no assurance of completion
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 12 | Acquisition update | Negative | -0.6% | Final documentation remained incomplete and transaction timing was uncertain. |
| Aug 03 | Funding commitment | Neutral | -4.6% | US$70 million funding commitments accompanied a further long-stop date extension. |
| Jul 06 | Funding progress | Neutral | -1.7% | Funding intent advanced while transaction documentation and closing conditions remained outstanding. |
| Jun 17 | Long-stop extension | Negative | -6.3% | The acquisition deadline moved from June 12 to June 30. |
| Jun 03 | Acquisition update | Positive | -6.0% | Projected Resulticks revenue and EBITDA were disclosed alongside a closing-date extension. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
All five acquisition-tagged events had negative 24-hour reactions, with an average move of -3.85%.
Key Terms
nasdaq rule 5110 regulatory
record date regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Board convenes EGM for 8 October 2026 to approve the share purchase agreement with Resulticks, an increase in authorized share capital and the adoption of amended and restated memorandum and articles of association, record date set at 14 August 2026
LONDON, Aug. 14, 2026 (GLOBE NEWSWIRE) -- Diginex Limited (NASDAQ: DGNX) ("Diginex" or the "Company"), a provider of ESG, sustainability and compliance solutions to institutional and corporate clients, today announced that its Board of Directors has resolved to convene an extraordinary general meeting of shareholders (the "EGM") on Thursday, October 8, 2026.
The EGM is being convened in connection with the Company’s proposed acquisition of Resulticks Global Companies Pte. Limited ("Resulticks") (the "Transaction"), pursuant to the amended and restated share purchase agreement dated 14 August 2026 (the "SPA") announced by the Company earlier today. Under the SPA, the consideration for the Transaction comprises 600,000,000 Diginex ordinary shares, issued at a price of US
Resolutions to be proposed at the EGM
At the EGM, shareholders will be asked to consider and, if thought fit, approve resolutions covering the following matters, the full text of which will be set out in the notice of EGM:
- the approval of the SPA and the transactions contemplated thereby, including the allotment and issuance of the new ordinary shares comprising the consideration for the Transaction;
- an increase in the authorized share capital of the Company to provide sufficient headroom for the shares issuable in connection with the Transaction;
- the adoption of amended and restated memorandum and articles of association of the Company; and
- a consolidation of the Company’s ordinary shares, intended to ensure that, in connection with the Transaction, the enlarged group satisfies the requirements applicable to its Nasdaq initial listing application.
The full text of the resolutions will be set out in the notice of EGM.
Record date and voting
The Board has fixed the close of business (New York time) on August 14, 2026 as the record date for the EGM (the "Record Date"). Shareholders of record as at the Record Date will be entitled to receive notice of, attend and vote at the EGM.
The notice of EGM, together with the accompanying proxy materials, will be furnished to the U.S. Securities and Exchange Commission under cover of Form 6-K and made available on the Company’s website, and will be distributed to shareholders of record on or around September 25th, 2026.
Transaction timetable
Completion of the Transaction remains subject to the satisfaction or waiver of the conditions set out in the SPA, including, among others: approval of the resolutions described above, approval by Nasdaq of the Company’s initial listing application in accordance with Nasdaq Rule 5110, receipt of required regulatory and third-party consents, and other customary conditions. Subject to the satisfaction (or, where permitted, waiver) of those conditions, completion is targeted for no later than 30 October 2026.
There can be no assurance that the conditions for the Transaction will be satisfied or waived, or that the Transaction will be completed on the terms described, or at all.
About Diginex
Diginex Limited (NASDAQ: DGNX) ("Diginex" or the "Company") is a London-headquartered RegTech business, providing ESG, sustainability and compliance solutions through an integrated platform trusted by global enterprises and financial institutions.
Its portfolio of products and services spans the full sustainability lifecycle, including Diginex ESG (reporting), Plan A (carbon accounting), Matter (data and investment intelligence), Lumen (supply chain risk and traceability), Apprise (worker voice), and The Remedy Project (human rights remediation), combining technology, analytics and advisory services to turn verified data into decision-ready business intelligence.
For more information, please visit the Company’s website: https://www.diginex.com/.
About Resulticks
Resulticks is a connected customer engagement solution designed for real-time, data-driven audience experiences. It helps brands unify customer data, orchestrate communications across channels, and make more informed business decisions through AI-powered intelligence and analytics. Resulticks serves enterprises across North America, Asia, and the Middle East and is headquartered in New York, with additional offices in India, Singapore, and Dubai.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including statements regarding the EGM, the proposed resolutions, the Transaction and the expected timing of completion. These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated, including the risk that the conditions to completion of the Transaction are not satisfied or waived, that required shareholder, regulatory or Nasdaq approvals are not obtained, or that the Transaction does not complete on the expected timetable or at all. The Company undertakes no obligation to update these statements except as required by law.
Diginex
Investor Relations
Email: ir@diginex.com
IR Contact – Europe
Jan Hutterer
Kirchhoff Consult
Phone: +49 (40) 609186-0
Email: diginex@kirchhoff.de
IR Contact – US
Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global
