[Unofficial translation:] Rostra AG: Rostra AG plans to acquire Divcorp Investments Ltd. as part of a combined cash /non-cash capital increase
Further investment in precious metals trading; oHV to decide on combined cash/non-cash capital increase
Düsseldorf, July 8, 2025 – The Management Board of Rostra AG (“Company”) today decided, with the approval of the Supervisory Board, to propose to an ordinary general meeting of the Company, which is yet to be convened, a resolution on the acquisition of a majority stake in Divcorp Investments Ltd., Cyprus (“Divcorp”) as part of a capital increase (“Transaction”). The resolution was preceded by an agreement with the Divcorp shareholders on the key terms and conditions and the implementation of the Transaction.
Divcorp Investments Ltd. is the parent company of Ripplebrooke Investments Proprietary Ltd., SA Precious Metals Proprietary Ltd. and Batton Services Proprietary Ltd., all based in South Africa. The operating companies of the Divcorp Group are active in the trading of gold and other precious metals as well as the extraction and processing/refining of precious metals. As part of its precious metals trading activities, the precious metals are purchased from local mines in the Gauteng region (South Africa) and sold to customers mainly in Europe and the UAE. Following the contribution of Sigma Precious Metals, the transaction represents the company’s second transaction in the gold and precious metals trading sector.
To this end, a capital increase with subscription rights for shareholders is to be carried out through the issuance of up to 4,793,724 new shares. The capital increase will generally be carried out against cash contributions, granting indirect subscription rights at a subscription price of EUR 2.00 per new share. New shares not subscribed by existing shareholders may be freely disposed of by the company. The company’s major shareholder, Rostra Holdings PTE. LTD., has declared in advance that it will waive its subscription rights in connection with the cash capital increase, so that it and two other Divcorp shareholders can be admitted as contributors in kind (together “Divcorp shareholders”) to subscribe for a total of 3,773,510 new shares in the company in return for contributing approximately 92% of the shares in Divcorp.
The contribution in kind is based on an expert valuation of Divcorp at approximately EUR 40 million, although an agreement has been reached with the Divcorp shareholders on a lower valuation of Divcorp for the transaction of EUR 8.2 million. Furthermore, the transaction is based on a valuation of the new Rostra shares at EUR 2.00. This represents a premium of 37.9 percent on yesterday’s closing price of Rostra shares in XETRA trading.
The invitation to Rostra’s Annual General Meeting is expected to be published on July 11, 2025.
Rostra AG
The Management Board