SCHEDULE: Diginex Major Shareholder Reclaims Warrants, Boosts Stake

Rhino Ventures Limited, controlled by Chairman Miles Pelham, increased its beneficial ownership in Diginex Ltd to 68.9% after a warrant agreement rescission.

Summary

• Rhino Ventures Limited, wholly-owned and managed by Diginex Chairman Miles Pelham, increased its beneficial ownership in Diginex Ltd.
• The increase follows the rescission and termination of a warrant purchase agreement with Nomas Global Investments LLC S.P.C, effective August 22, 2025.
• As a result, warrants to purchase 6,750,000 Ordinary Shares reverted to Rhino Ventures Limited.
• These returned warrants include tranches exercisable at US$8.20, US$10.25, and US$12.30 per share, representing 100%, 150%, and 200% premiums to the initial public offering price, respectively.
• Rhino Ventures Limited now beneficially owns 34,014,566 Ordinary Shares, representing 68.9% of the total outstanding shares.
• Miles Pelham's aggregate beneficial ownership, including his direct holdings, stock options, and Rhino's holdings, stands at 34,612,346 Ordinary Shares, or 69.7% of the total outstanding shares.
• On July 22, 2025, Rhino Ventures Limited exercised warrants to acquire 2,250,000 Ordinary Shares for an aggregate amount of $11,542,500, at an exercise price of $5.13 per share.

Sentiment

Score: 7

Explanation: The increased beneficial ownership by the Chairman and his entity, coupled with a recent significant warrant exercise providing capital to the company, suggests a strong commitment and potential stability. However, such a high concentration of ownership could also raise concerns about corporate governance and minority shareholder influence.

Positives

• Increased ownership concentration by a key insider (Miles Pelham, Chairman) and his controlled entity (Rhino Ventures) may signal strong confidence in the company's future.
• The exercise of warrants by Rhino Ventures on July 22, 2025, injected $11,542,500 into the company.
• The reporting persons state their purpose is for investment, with no immediate plans for disruptive corporate actions.

Negatives

• High concentration of ownership (nearly 70%) by a single individual/entity could reduce liquidity for other shareholders and potentially limit independent decision-making by the board.
• The rescission of the warrant agreement with Nomas Global Investments LLC S.P.C could imply a change in strategy or a lack of interest from the third party, though no reasons were provided.

Risks

• Concentrated ownership by Miles Pelham and Rhino Ventures Limited could lead to potential conflicts of interest or reduced influence for minority shareholders.
• The exercise prices of the returned warrants (US$8.20, US$10.25, US$12.30) are significantly higher than the $5.13 exercise price of the warrants exercised on July 22, 2025, indicating potential future dilution at higher valuations if exercised.

Future Outlook

The reporting persons acquired the securities for investment purposes and currently have no plans or proposals for extraordinary corporate transactions, material changes to capitalization or dividend policy, changes in the board or management, or other significant alterations to the company's business or corporate structure. They may, however, acquire or sell additional securities in the future.

Management Comments

• Miles Pelham, as Chairman of the Company, may have influence over the corporate activities of the Company.

Industry Context

This filing primarily concerns a change in beneficial ownership and control within Diginex Ltd, a Cayman Islands exempted company. While the filing does not provide specific industry details, the nature of the transactions (warrants, IPO) is typical for publicly traded companies. The increased concentration of ownership by the Chairman and his entity could be viewed in the context of corporate control dynamics, where a strong insider stake can either stabilize leadership or raise concerns about minority shareholder influence.

Corporate Governance

Related Party Transactions

• The rescission of the warrant purchase agreement and the subsequent reversion of warrants to Rhino Ventures Limited, an entity wholly-owned and managed by Diginex Chairman Miles Pelham, constitutes a related party transaction.
• The exercise of warrants by Rhino Ventures Limited on July 22, 2025, to acquire 2,250,000 Ordinary Shares for $11,542,500, is a transaction between the company and a related party (Rhino Ventures Limited, controlled by the Chairman).

Stakeholder Impact

• Shareholders: Increased control by a single entity/individual may reduce the influence of other shareholders. Potential for future dilution if remaining warrants are exercised.
• Company: Inflow of $11,542,500 from warrant exercise provides capital. Strong insider ownership may provide stability.

Next Steps

• Reporting Persons may acquire additional securities of the Company or sell existing holdings in the open market or privately negotiated transactions.
• Warrants held by Rhino Ventures Limited have various exercise periods, with some expiring as late as May 27, 2027, indicating potential future exercises and capital inflows.

Key Dates

Recommendation

The increased beneficial ownership by the Chairman and his entity, coupled with a recent significant capital injection from warrant exercise, suggests strong insider confidence and financial support. However, the very high concentration of ownership (nearly 70%) could limit liquidity and raise corporate governance concerns for minority shareholders. Without further operational or financial updates, a "hold" recommendation is prudent, advising investors to monitor future strategic directions and the impact of this concentrated control.

Keywords

Diginex, Rhino Ventures, Miles Pelham, Schedule 13D, beneficial ownership, warrants, shareholder stake, corporate governance, investment, equity