Diginex Limited (NASDAQ:DGNX) ("Diginex" or the "Company"), a provider of ESG, sustainability and compliance solutions to institutional and corporate clients, today announced the signing of an amended and restated sale and purchase agreement (the "A&R SPA") relating to Diginex’s proposed acquisition of Resulticks Global Companies Pte. Limited ("Resulticks"), the Singapore-headquartered global provider of AI-powered, real-time customer engagement solutions, serving some of the world's largest Fortune 1,000 brands. Resulticks generated US$150 million in revenue and US$17 million in profit after tax for FY2025, while achieving a compound annual growth rate (CAGR) in excess of 60% since the pandemic. The SPA, which amends and restates the agreement originally announced on 16 April 2026 sets out the definitive terms on which the two businesses will combine (the "Transaction").

The all-share structure, together with lock-up arrangements, means Resulticks’ founders and shareholders will become majority shareholders in the combined company.

The revised terms

The A&R SPA replaces the original sale and purchase agreement, dated April 16, 2026, as amended, in its entirety. Under the revised terms of the A&R SPA, the consideration payable for 100% of the equity of Resulticks is $1.05 billions payable to the shareholders Resulticks through the issuance of 600,000,000 newly issued Diginex ordinary shares, issued at an agreed to price of US$1.75 per share.

Pursuant to the A&R SPA, Diginex will shortly issue a notice to its shareholders to obtain approval of the A&R SPA and the required share issuance thereunder, at an extraordinary meeting of Diginex shareholders in accordance the Company’s constitutional documents.

The Transaction is subject to regulatory approval due to the change of control of Diginex to Resulticks, whose shareholders and expected US$50 million investors will, at Completion, own approximately 86% of the enlarged share capital of the combined entity. In connection with the Transaction, Diginex will submit an initial listing application to list the securities of the combined company on The Nasdaq Stock Market in accordance with Nasdaq Rule 5110.