ESGL Holdings Entered Share Purchase Agreement With De Tomaso Automobili Holdings; Agreed To Purchase From The DT Shareholders Entire Issued Share Capital Of DT; Consideration To Be Paid By ESGL At Closing Of Deal To DT Shareholders Is $1.03B

Author: Benzinga Newsdesk | February 27, 2025 11:41am

On February 26, 2025, ESGL Holdings Limited, a Cayman Islands exempted company ("ESGL" or the "Company"), entered into a share purchase agreement (the "Agreement") with De Tomaso Automobili Holdings Limited, a Cayman Islands exempted company ("DT"), and certain of DT's shareholders named therein, including De Tomaso Automobili Holdings Limited, a Marshall Islands company, and Ideal Team Ventures Limited, a British Virgin Islands company, pursuant to which ESGL agreed to purchase from the DT shareholders, and the DT shareholders agreed to sell to ESGL, the entire issued share capital of DT (the "DT Shares"), for the Consideration (as defined below), such that upon the closing, DT shall become a direct wholly-owned subsidiary of ESGL, and the DT shareholders shall become shareholders of ESGL (the "Acquisition").

 

Consideration

 

Pursuant to the terms of the Agreement, the aggregate consideration to be paid by ESGL at the closing of the Acquisition to the DT shareholders is $1,030,000,000 (the "Consideration"), which will be paid in 1,000,000,000 newly issued ordinary shares of ESGL (the "Consideration Shares") at a deemed issue price of $1.03 per share. In addition, subject to DT and its subsidiaries (the "DT Group") having achieved the FY2025 Performance Target (as defined below) and the FY2026 Performance Target (as defined below), ESGL shall issue additional ordinary shares to the DT shareholders equal to 5% of the number of Consideration Shares (the "Earnout Shares") for each fiscal year. The total number of Earnout Shares that may be issued in both FY2025 and FY2026 shall not exceed 10% of the number of the Consideration Shares. In the event that the FY2025 Performance Target is not satisfied by the end of 2025 but the FY2025 Performance Target and the FY2026 Performance Target have been satisfied by the end of FY2026, all of the Earnout Shares in respect of both fiscal years (to the extent not yet issued) shall be issued to the DT shareholders. The "FY2025 Performance Target" means 36 units of DT vehicles being delivered to and accepted by its customers in the year. The "FY2026 Performance Target" means 74 units of DT vehicles being delivered to and accepted by its customers in the year.

Posted In: ESGL