LONDON, UK: 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 with GVC Investment Company Ltd to acquire a further 48.96% stake in Setcar S.A., the Group’s environmental services subsidiary.
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.”
Directa Plus acquires cutting-edge graphene technology for batteries and polymers
