SCHEDULE 13D/A: Major Shareholder Rhino Ventures Sells Warrants Worth $300 Million in Diginex Ltd.

Rhino Ventures Limited, controlled by Diginex Chairman Miles Pelham, has entered into an agreement to sell warrants representing 6.75 million Ordinary Shares of Diginex Ltd. to Nomas Global Investments LLC S.P.C. for a total cash consideration of $300 million.

Summary

• Rhino Ventures Limited, a British Virgin Islands company wholly-owned and managed by Miles Pelham (Chairman of Diginex Ltd.), has filed an Amendment No. 2 to its Schedule 13D.
• Rhino Ventures Limited sold warrants to purchase a total of 6,750,000 Ordinary Shares of Diginex Ltd. to Nomas Global Investments LLC S.P.C. under a Warrant Purchase Agreement dated April 4, 2025.
• The warrants are divided into three tranches of 2,250,000 Ordinary Shares each, with exercise prices of 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.
• The exercise periods for these warrants are 15, 18, and 24 months from January 23, 2025.
• In exchange for these warrants, Nomas Global Investments LLC S.P.C. will pay Rhino Ventures Limited US$300,000,000 in cash.
• The payment schedule includes an Initial Payment of US$50,000,000 on or before April 30, 2025, and a Final Payment of US$250,000,000 on or before December 31, 2025.
• Both payments are 'morally assured' by His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan.
• Upon receipt of the Initial Payment, Rhino Ventures Limited will convey, transfer, and assign the Conveyed Warrants to the Purchaser.
• As of April 9, 2025, Rhino Ventures Limited beneficially owns 26,848,773 Ordinary Shares, representing 64.7% of the total outstanding shares (based on 41,470,582 shares outstanding). This includes 8,371,954 direct shares and 18,476,819 shares underlying warrants exercisable within 60 days.
• Miles Pelham beneficially owns 27,446,553 Ordinary Shares, representing 66.2% of the total outstanding shares. This includes 294,380 direct shares, 303,400 shares underlying vested stock options, and the 26,848,773 shares held by Rhino Ventures Limited.
• The Reporting Persons acquired the securities for investment purposes and do not currently have plans for extraordinary corporate transactions or changes to the company's board, management, capitalization, or structure, other than Mr. Pelham's existing influence as Chairman.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a major shareholder is selling warrants, the transaction involves a substantial cash inflow for Rhino Ventures and the warrants are being sold at significant premiums, suggesting a positive outlook on the company's future value by the purchaser. The 'moral assurance' for payment introduces a slight negative, but the overall financial commitment is large.

Positives

• Rhino Ventures Limited is receiving a substantial cash payment of $300 million for the sale of warrants, indicating a significant monetization of part of its stake.
• The exercise prices for the sold warrants (US$8.20, US$10.25, US$12.30) represent significant premiums (100%, 150%, 200%) over the initial public offering price, suggesting confidence in future share price appreciation by the purchaser.
• The entry of Nomas Global Investments LLC S.P.C. as a significant warrant holder could be seen as a new strategic investor with a vested interest in the company's future success.

Negatives

• The 'moral assurance' for the $300 million payment from His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan is not a legally binding guarantee, introducing a degree of payment risk.
• The sale of warrants by a major shareholder (Rhino Ventures) could be interpreted as a move to reduce exposure or monetize assets, potentially signaling a lack of long-term conviction, although the stated purpose is investment.
• The future exercise of these warrants by Nomas Global Investments LLC S.P.C. would lead to dilution for existing shareholders.

Risks

• The $300 million cash payment is 'morally assured' rather than legally guaranteed, posing a risk to the full receipt of funds by Rhino Ventures Limited.
• Future exercise of the warrants by Nomas Global Investments LLC S.P.C. will result in dilution of existing Ordinary Shares.
• The Reporting Persons may acquire additional securities or sell all or a portion of their held securities in the open market or privately negotiated transactions, which could impact share price volatility.

Future Outlook

The reporting persons acquired the securities for investment purposes and may acquire additional securities or sell existing holdings in the future. Miles Pelham, as Chairman of Diginex, may continue to influence the corporate activities of the company.

Management Comments

• Miles Pelham is the sole shareholder of Rhino Ventures Limited and serves as the Chairman and a shareholder of Diginex Limited, indicating his significant influence over both entities.

Industry Context

This filing primarily details a significant ownership transaction involving a major shareholder and a new investor in Diginex Ltd. It does not provide specific information about broader industry trends or the company's operational performance within its sector. The transaction reflects a strategic move by a key investor to monetize a portion of their stake while introducing a new significant warrant holder.

Corporate Governance

Related Party Transactions

• Miles Pelham is the sole shareholder and manager of Rhino Ventures Limited and also serves as the Chairman and a shareholder of Diginex Limited, establishing a related party relationship between the reporting persons and the issuer.

Stakeholder Impact

• Shareholders: Potential future dilution if the warrants sold to Nomas Global Investments LLC S.P.C. are exercised. The transaction also introduces a new significant warrant holder, which could influence future corporate actions.
• Rhino Ventures Limited: Receives a significant cash infusion from the sale of warrants, allowing for monetization of part of its stake.
• Nomas Global Investments LLC S.P.C.: Acquires a substantial warrant position in Diginex Ltd., indicating a significant investment and potential future ownership stake.

Next Steps

• Rhino Ventures Limited expects to receive an Initial Payment of US$50,000,000 from Nomas Global Investments LLC S.P.C. on or before April 30, 2025.
• Upon receipt of the Initial Payment, Rhino Ventures Limited will transfer the Conveyed Warrants to Nomas Global Investments LLC S.P.C.
• Rhino Ventures Limited expects to receive a Final Payment of US$250,000,000 from Nomas Global Investments LLC S.P.C. on or before December 31, 2025.
• Nomas Global Investments LLC S.P.C. may exercise the acquired warrants at specified prices and within their respective exercise periods (15, 18, and 24 months from January 23, 2025).

Key Dates

Keywords

Diginex Ltd, Rhino Ventures Limited, Miles Pelham, Nomas Global Investments, SEC filing, Schedule 13D, beneficial ownership, warrants, investment, shareholder, corporate governance