His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan acquires Warrants of Diginex Limited to Purchase 6.75 Million Ordinary Shares of Diginex for USD$300 million via a Private Transaction

Rhea-AI Summary

His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan has acquired warrants to purchase 6.75 million ordinary shares of Diginex (NASDAQ: DGNX) for $300 million through his investment company Nomas Global. The warrants are structured in three tranches with exercise prices of $8.20, $10.25, and $12.30 per share, expiring at different intervals. If fully exercised, His Highness would become a 22.7% stakeholder in Diginex, bringing an additional $69.2 million to the company. This investment follows a March 2025 strategic alliance that includes plans for Diginex's dual listing on the Abu Dhabi Securities Exchange and a potential $250 million capital raise. Diginex, a leader in ESG sustainable RegTech, leverages blockchain, AI, and data analytics to support ESG reporting across 17 international frameworks.

Positive

• Strategic investment of $300 million from a prominent UAE royal family member
• Potential additional $69.2 million capital injection upon warrant exercise
• Future 22.7% ownership stake by influential UAE investor strengthens regional presence
• Planned dual listing on Abu Dhabi Securities Exchange with potential $250 million capital raise
• Strategic expansion into UAE and GCC markets

Negative

• Significant warrant exercise prices ($8.20, $10.25, $12.30) may require substantial stock price appreciation
• Delayed payment structure with $250 million balance due by December 31, 2025
• Potential dilution of existing shareholders if warrants are exercised

Insights

Financial Analyst

Abu Dhabi royal family member's $300M warrant purchase signals strong confidence in Diginex's ESG technology and Middle East expansion strategy.

This transaction represents a significant strategic development for Diginex, with His Highness Shaikh Mohammed acquiring warrants to purchase 6.75 million shares for $300 million from the company's founder and chairman. Importantly, this deal is structured as a private transaction between shareholders - $50 million has been paid initially, with $250 million due by December 2025.

The warrant structure reveals sophisticated pricing expectations through three equal tranches:

• 2.25M shares at $8.20/share (expires April 2026)
• 2.25M shares at $10.25/share (expires July 2026)
• 2.25M shares at $12.30/share (expires January 2027)

This tiered approach with escalating strike prices indicates anticipated share price growth. Upon full exercise, Diginex would receive approximately $69.2 million, and His Highness would secure ~22.7% ownership - a significant but non-controlling interest.

This investment strengthens the strategic alliance announced in March 2025, which included plans for dual listing on the Abu Dhabi Securities Exchange and a potential $250 million capital raise. The royal family connection provides Diginex with invaluable regional credibility and potential market access as it expands throughout the GCC region.

The transaction structure balances immediate strategic benefits with longer-term capital alignment, while granting His Highness meaningful influence without immediate equity dilution to existing shareholders.

ESG Technology Expert

Royal investment validates Diginex's ESG RegTech platform while strategically aligning with UAE's sustainability vision and regional expansion.

This royal investment represents a powerful endorsement for technology-enabled ESG solutions in the Middle East, where sustainability initiatives are rapidly gaining momentum. Diginex has positioned itself at the critical intersection of regulatory technology and sustainability through its platform that leverages blockchain, AI, and data analytics to enhance ESG reporting across 17 international frameworks including GRI, SASB, and TCFD.

The strategic significance extends beyond the financial terms. The UAE has established ambitious sustainability targets including Vision 2030 and Net Zero by 2050. This investment aligns perfectly with the emirate's strategy to diversify beyond traditional sectors while positioning itself as a global leader in sustainable finance innovation.

For Diginex, securing investment from a member of the Abu Dhabi royal family provides exceptional regional validation for its ESG technology solutions. This partnership will likely accelerate adoption in a rapidly developing market where regulatory requirements are evolving quickly. The planned dual listing on Abu Dhabi Securities Exchange further embeds Diginex within the region's sustainability ecosystem.

This transaction exemplifies how strategic royal investments are advancing technological solutions for environmental and governance challenges in alignment with national sustainability agendas. It creates a powerful foundation for Diginex to scale its RegTech solutions throughout the GCC region while enhancing its global credibility in the competitive ESG technology landscape.

LONDON, May 06, 2025 (GLOBE NEWSWIRE) -- Diginex Limited (“Diginex”)(NASDAQ: DGNX), a global leader in ESG sustainable RegTech, is pleased to announce that His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan, a member of the Abu Dhabi Royal Family, has purchased warrants to purchase 6.75 million Ordinary Shares of Diginex (the “Warrants”) in a private transaction for a consideration of USD 300 million. This significant investment underscores Diginex’s deepening ties with the United Arab Emirates (UAE) and reinforces its position as a frontrunner in driving sustainable finance and innovation on a global scale. In the event that His Highness exercises all of the Warrants, Diginex will receive approximately USD$69.2 million upon the exercise of the Warrants to acquire 6,750,000 ordinary shares of Diginex and His Highness will become ~22.7% holder of Diginex ‘s outstanding ordinary shares (assuming no change to Diginex outstanding ordinary shares as of today).

His Highness purchased the Warrants through his solely owned investment holding company, Nomas Global Investments L.L.C – S.P.C (“Nomas Global”), from Rhino Ventures Limited (“RVL”), the solely owned investment holding company of Miles Pelham, Chairman and Founder of Diginex.

RVL has confirmed receipt of the USD$50 million initial consideration, and the Warrants have been conveyed, assigned and transferred to Nomas Global by Diginex effective today, 6^th May 2025. Under the terms of the private transaction Nomas Global is obligated to tender the balance of USD$250 million consideration to RVL on or before 31^st December 2025.

The Warrants consist of 3 tranches of warrants as follows:

(a) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$8.20 per share and these warrants expire 15 months after January 23, 2025, and;

(b) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$10.25 per share, and these warrants expire 18 months after January 23, 2025, and;

(c) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$12.30 per share, and these warrants expire 24 months after January 23, 2025.

The acquisition follows the strategic alliance announced on March 17, 2025, between Diginex and Nomas Global, which included plans for a dual listing of Diginex’s ordinary shares on the Abu Dhabi Securities Exchange (ADX) and a potential capital raise of up to USD 250 million. This latest move solidifies Diginex’s commitment to the UAE, and continues the Emirate’s role at the forefront of sustainability and economic diversification, and enhances its capacity to lead transformative change in the global sustainability landscape.

“We are honored to welcome His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan as a key stakeholder,” said Miles Pelham, Chairman of Diginex. “This investment is a powerful testament to our shared vision of leveraging cutting-edge technology to address sustainability challenges. With this deepened alliance, Diginex is poised to accelerate its growth in the UAE and the broader GCC region, while continuing its work to set the standard for sustainable finance worldwide.”

His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan, a visionary leader committed to advancing sustainability and innovation in the UAE, expressed his confidence in Diginex’s mission. “This acquisition reflects my belief in Diginex’s potential to drive meaningful impact in sustainable finance, both in the UAE and globally. By combining our resources and expertise, we are building a future where technology and sustainability go hand in hand to create a lasting and sustainable prosperity.”

Diginex stands at the forefront of ESG technology, leveraging its innovative platform to redefine sustainable finance on a global scale. By integrating advanced blockchain, artificial intelligence, and data analytics, Diginex empowers businesses and governments to enhance transparency and efficiency in environmental, social, and governance (“ESG”) reporting, supporting 17 international frameworks such as GRI (the “Global Reporting Initiative”), SASB (the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”). This cutting-edge approach has positioned Diginex as a trusted partner for organizations seeking to align with evolving sustainability standards, while its award-winning RegTech solutions drive actionable insights for climate action and corporate responsibility. Committed to the growth of sustainable finance, Diginex is expanding its influence worldwide, exemplified by strategic relationships like its collaboration with His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan in the UAE, where it aligns with regional goals like Vision 2030 and Net Zero by 2050.

For more information or to schedule a demo, visit www.diginex.com.

About Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan

A visionary leader within Abu Dhabi’s Royal Family, Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan is committed to advancing economic diversification, sustainability, and innovation in the UAE. Through strategic investments and partnerships, he continues to play a pivotal role in shaping the nation’s future.

About Diginex Limited
Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software.

The award-winning diginexESG platform supports 17 global frameworks, including GRI (the “Global Reporting Initiative”), SASB (the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”). Clients benefit from end-to-end support, ranging from materiality assessments and data management to stakeholder engagement, report generation and an ESG Ratings Support Service.

For more information, please visit the Company’s website: https://www.diginex.com/.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results disclosed in the Company's filings with the SEC.

For investor and media inquiries, please contact:

Diginex
Investor Relations
Email: ir@diginex.com  

IR Contact - Europe
Anna Höffken
Phone: +49.40.609186.0
Email: diginex@kirchhoff.de

IR Contact - US
Kincade Ayers
Lambert by LLYC
Phone: +1 (616) 258-5794
Email: kincade.ayers@llyc.global

IR Contact - Asia
Shelly Cheng
Strategic Public Relations Group Ltd.
Phone: +852 2864 4857
Email: sprg_diginex@sprg.com.hk

FAQ

What is the value of the warrant deal between Diginex (DGNX) and Shaikh Mohammed Bin Sultan?

The warrant deal is valued at $300 million, with $50 million paid initially and $250 million due by December 31, 2025. If exercised, the warrants would bring an additional $69.2 million to Diginex.

What percentage stake could Shaikh Mohammed Bin Sultan acquire in Diginex (DGNX)?

If all warrants are exercised, Shaikh Mohammed Bin Sultan would acquire approximately 22.7% of Diginex's outstanding ordinary shares.

What are the exercise prices for Diginex's (DGNX) warrant tranches?

The warrants are divided into three tranches: 2.25M shares at $8.20, 2.25M shares at $10.25, and 2.25M shares at $12.30 per share.

What are Diginex's (DGNX) expansion plans in the UAE?

Diginex plans to dual list on the Abu Dhabi Securities Exchange (ADX) and potentially raise up to $250 million in capital, while expanding its ESG RegTech services in the UAE and GCC region.

When do Diginex's (DGNX) warrants expire?

The warrants expire at different intervals: 15 months, 18 months, and 24 months after January 23, 2025, respectively for each tranche.