REG - Directa Plus PLC - Acquisition of 49% minority interest in Setcar

Directa PlusAnnouncement

26/02/2024 07:00

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RNS Number : 3529E  Directa Plus PLC  26 February 2024

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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.

 

 

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