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Diginex Limited reports multiple corporate actions centered on its planned acquisition of Copenhagen-based ESG data provider Matter DK ApS. The deal values Matter’s equity at $13 million, to be paid entirely in Diginex ordinary shares. A share purchase agreement provides for 155,187 Diginex shares as consideration, valued by the parties at $83.77 per share, with 85% issued at closing and 15% issued 12 months later, all subject to an 18‑month lock-up.
Diginex will also reserve 29,844 incentive shares for key Matter personnel, with half vesting 12 months after closing and half after 24 months, and plans to file a Form F‑1 to register both the consideration and incentive shares. To support Matter prior to closing, Diginex has extended two loan facilities totaling up to EUR 750,000 at 5% interest. Separately, Diginex completed an eight-to-one stock split paid as bonus shares, issuing seven bonus shares for each share held, bringing total ordinary shares outstanding to about 201,950,104 as of September 8, 2025.
Diginex Limited Schedule 13D Amendment No. 3 reports that Rhino Ventures Limited and its sole shareholder Miles Pelham control a dominant stake in Diginex. Rhino beneficially holds 34,014,566 ordinary shares, representing 68.9% of the class based on 49,368,082 shares outstanding, which includes 24,124,319 shares underlying warrants exercisable within 60 days. Mr. Pelham beneficially owns 34,612,346 shares, or 69.7%, including his direct shares, vested options and Rhino's holdings. On August 22, 2025, certain warrants previously subject to a warrant purchase agreement reverted to Rhino (three warrants of 2,250,000 shares each with exercise prices of $8.20, $10.25 and $12.30). Rhino previously exercised a warrant on July 22, 2025 to acquire 2,250,000 shares at $5.13 per share. The reporting persons state the securities were acquired for investment purposes and assert no present plans for material corporate transactions or governance changes, while Mr. Pelham serves as Chairman.
Diginex Limited filed an amendment to its Form 20-F to include its executive compensation recovery policy (the Clawback Policy) as an exhibit and to update disclosures reflecting recent events. The amendment notes the exercise of Tranche 1 IPO Warrants on July 22, 2025 and a memorandum of understanding to acquire IDRRA Cyber Security Limited dated August 12, 2025.
The company reports 22,993,763 ordinary shares outstanding as of March 31, 2025, revenue $2,040,602 and a loss for the year $(5,212,879). At that date it had cash and cash equivalents $3,111,141, total assets $6,243,162 and accumulated losses $106,596,680. Financial statements are prepared in IFRS. The filing reiterates extensive risk disclosures, including Hong Kong/PRC regulatory risk, cybersecurity risk and potential HFCAA implications.