The
information communicated within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No 596/2014 which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon publication of this
announcement, this inside information is now considered to be in
the public domain.
26 February 2024
Directa
Plus plc
("Directa Plus", the
"Group" or the "Company")
Acquisition of 49% minority interest in Setcar
subsidiary
Directa Plus (AIM: DCTA), a leading producer
and supplier of graphene nanoplatelets based products for use in
consumer and industrial markets, has signed a conditional share
sale purchase agreement (the "Agreement") with GVC Investment Company
Ltd to acquire a further 48.96% stake in Setcar S.A. ("Setcar"), the Group's environmental
services subsidiary (the "Acquisition").
Following completion of the Acquisition,
Directa Plus' shareholding in Setcar will increase from 50.99% to
99.95%, with an existing shareholder in Setcar remaining a minority
shareholder. Completion of the Acquisition is conditional on, inter
alia, the payment of total consideration of €1.5 million (the
"Consideration") and the
passing of certain resolutions by the shareholders of Setcar at a
shareholder meeting expected to be held in April 2024.
The Consideration is structured as an immediate
payment of €0.5 million, which has been paid from the Group's
existing cash resources, and a further payment of €1.0 million,
which is due prior to 30 March 2024.
In order to preserve its working capital
position whilst also taking advantage of the unique opportunity
presented by the Acquisition, the Group confirms it is in
discussions with Nant Capital, LLC with a view to agreeing
short-term, non-dilutive financing facilities solely for the
purposes of funding the second tranche of the Acquisition. Further
details will be announced in due course.
Setcar, based in Romania, is a specialist in
providing environmental services, particularly in the Oil & Gas
sector. Since Directa Plus acquired its initial 51% holding in
November 2019, the commercialisation of the Company's Grafysorber
technology has accelerated with significant contracts secured
through Setcar. Completion of the Acquisition will allow Directa
Plus to further maximize the returns from the opportunities in its
Environmental Remediation division.
For the year ended 31 December 2023, Setcar
reported IFRS non audited revenues of €7.66 million, EBITDA of
€0.35 million and net assets of €2.7 million.
Giulio
Cesareo, Founder and Chief Executive of Directa Plus,
commented: "This acquisition represents an
exciting opportunity for Directa Plus to take further control of
the environmental supply chain and capture maximum value from the
commercial offering made possible by our Grafysorber technology.
"Setcar is
located in Braila, a location with high potential as it is just 10
km from the Ukraine border, on the Danube River. Braila has a river
port and is a free zone. We believe Braila will be a gateway to the
forthcoming reconstruction of Ukraine and that this acquisition
will also accelerate our progress to capture a larger share of the
significant global environmental market from a highly strategic
area."
For further information please visit or
contact:
Directa Plus
plc
|
+39 02 36714458
|
Giulio Cesareo, CEO
|
|
Giorgio Bonfanti, CFO
|
|
|
|
Cavendish
Capital Markets Limited (Nominated Adviser and
Joint Broker)
|
+44 131 220 6939
|
Neil McDonald
|
|
Adam Rae
|
|
|
|
Singer Capital
Markets Securities Limited (Joint
Broker)
|
+44 20 7496 3069
|
Rick Thompson
|
|
Phil Davies
|
|
|
|
Alma Strategic
Communications
|
+44 20 3405 0205
|
Justine James
|
directaplus@almastrategic.com
|
Hannah Campbell
|
|
Kinvara Verdon
|
|
Notes to
Editors
Directa Plus (www.directa-plus.com) is one of
the largest producers and suppliers of graphene-based products for
use in consumer and industrial markets. The Company's graphene
manufacturing capability uses proprietary patented technology based
on a plasma super expansion process. Starting from natural
graphite, each step of Directa Plus' production process -
expansion, exfoliation and drying - creates graphene-based
materials and hybrid graphene materials ready for a variety of uses
and available in various forms such as powder, liquid and
paste.
This proprietary production process uses a
physical process, rather than a chemical process, to process
graphite into pristine graphene nanoplatelets, which enables
Directa Plus to offer a sustainable, non-toxic product, without
unwanted by-products.
Directa Plus' products are made of hybrid
graphene materials and graphene nano-platelets. The products
(marketed as G+(R)) have multiple applications due to its
properties. These G+(R) products can be categorised into various
families, with different products being suitable for specific
practical applications.
Directa Plus was established in 2005 and is
based in Lomazzo (Como, Italy) and has been listed on the AIM
market of the London Stock Exchange since May 2016. Directa Plus
holds the Green Economy Mark from London Stock Exchange which
recognises companies that contribute to the global green
economy.