ESGL Files Proxy Statement for Proposed Business Combination with De Tomaso Automobili
Rhea-AI Summary
ESGL Holdings Limited (NASDAQ: ESGL) has filed a proxy statement for its proposed business combination with De Tomaso Automobili Holdings, a luxury performance car manufacturer. The merger will be voted on at an Extraordinary General Meeting on June 10, 2025. Key proposals include expanding share capital, potential share consolidation, and a name change to OIO Holdings Limited with new ticker symbols "OIO" and "OIOWW".
The strategic combination aims to merge ESGL's industrial sustainability focus with De Tomaso's ultra-luxury automotive brand, known for its P72 and P900 hypercars. The production-spec De Tomaso P72 is currently available for invite-only viewings at Miller Motorcars in Connecticut. Shareholders of record as of May 2, 2025, are eligible to vote on the proposals.
Positive
- Strategic expansion from industrial sustainability into the lucrative ultra-luxury automotive sector
- De Tomaso's limited production hypercars command high pricing power
- Structure includes performance-based earnouts and increased visibility through Nasdaq listing
- Production-spec vehicle already available, indicating operational readiness
Negative
- Potential share dilution due to expansion of authorized share capital
- Possible share consolidation may be required to meet Nasdaq minimum bid requirements
- Risk of integration challenges between industrial sustainability and luxury automotive sectors
News Market Reaction
On the day this news was published, ESGL gained 2.20%, reflecting a moderate positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Filing highlights ESGL’s plan to acquire De Tomaso Automobili, an iconic luxury performance brand, via Nasdaq-listed combination to unlock long-term shareholder value
SINGAPORE, May 23, 2025 (GLOBE NEWSWIRE) -- ESGL Holdings Limited (Nasdaq: ESGL), a Singapore-based leader in sustainable circular solutions, has filed its proxy statement with the U.S. Securities and Exchange Commission in connection with its proposed business combination with De Tomaso Automobili Holdings, one of the most revered names in luxury performance cars.
The proposals will be voted on at an Extraordinary General Meeting (EGM) to be held on June 10, 2025, and include:
- Proposal No. 1: Expansion of authorized share capital to facilitate the issuance of shares for the acquisition
- Proposal No. 2: Share consolidation, if required, to ensure compliance with Nasdaq’s minimum bid price requirement
- Proposal No. 3: Proposed name change to align name of publicly traded entity
- Proposal No. 4: Adoption of a revised charter to reflect the future-forward structure of the combined company
- Proposal No. 5: Authority to adjourn the EGM to secure maximum shareholder support
Upon completion of the transaction, ESGL will be renamed OIO Holdings Limited and is expected to trade on Nasdaq under the new tickers “OIO” (ordinary shares) and “OIOWW” (warrants).
Why This Business Combination Matters
• Premium Brand, Global Demand: De Tomaso’s P72 and P900 hypercars are attracting top-tier collectors. Limited production and high pricing power position the brand for strong financial performance.
• A Strategic Leap: ESGL is expanding from industrial sustainability into ultra luxury consumer sectors.
• Designed for Growth: The combined company’s structure includes long-term shareholder alignment, performance-based earnouts, and Nasdaq visibility.
• Ready to Go: The production-spec De Tomaso P72 is now available for invite-only viewings at Miller Motorcars in Greenwich, Connecticut, with limited public displays to follow.
More information and voting instructions can be found at: https://www.cstproxy.com/esgl/2025
If you're a shareholder as of May 2, 2025, your vote matters.
About ESGL Holdings Limited
ESGL Holdings Limited (NASDAQ: ESGL) is a Singapore-based leader in sustainable circular solutions for the chemicals, electronics, and manufacturing sectors. Through its proprietary technology and ESG-first strategy, ESGL transforms waste into high-value circular products, enabling a low-carbon and resource-efficient future.
About De Tomaso Automobili
Founded in 1959 in Modena, Italy, De Tomaso is a storied automotive brand blending Italian design with motorsport heritage. Revived in 2014 under the leadership of Norman Choi, the company is committed to building emotionally resonant, mechanically pure vehicles for a new generation of enthusiasts.
Investor & Media Contacts:
ESGL Holdings Limited
Investor Relations: ir@esgl.asia
Website: www.esgl.asia
De Tomaso Automobili
Media Inquiries: media@detomaso-automobili.com
Website: www.detomaso-automobili.com
Instagram: @detomaso_official
Forward Looking Statements
Certain statements in this press release may be considered to contain certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this press release regarding ESGL’s and De Tomaso Automobili’s expectations with respect to future performance, the anticipated financial impact of the proposed business combination, the satisfaction of the closing conditions to the share purchase agreement and the timing of the completion of the proposed business combination. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on ESGL management’s current beliefs, expectations, and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. A further list and description of risks and uncertainties can be found in documents filed with the SEC by ESGL and other documents that ESGL may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement made by us in this press release is based only on information currently available to ESGL and speaks only as of the date on which it is made. ESGL undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise, except as required by law.
No Assurances
There can be no assurance that the proposed business combination will be completed, nor can there be any assurance, if the proposed business combination is completed, that the potential benefits of the business combination will be realized.
FAQ
What is the purpose of ESGL's business combination with De Tomaso Automobili?
When is the shareholder vote for ESGL's merger with De Tomaso scheduled?
What will be ESGL's new name and ticker symbol after the De Tomaso merger?
What are the main proposals being voted on at ESGL's EGM?
Where can investors view the De Tomaso P72 hypercar?
