Globalwealth Group Plc announced on Thursday that it had agreed to acquire the entire issued share capital of Cyprus-based Nederlia Limited, marking its entry into the healthcare sector through an investment in a Greek medical supplies distributor. The company signed the share purchase agreement on November 11, following approval by its board of directors, with the transaction involving 100 per cent of Nederlia’s shares and additional performance-related consideration of up to €2 million. Nederlia is a Cyprus-registered holding company and the sole legal and beneficial owner of a Greek operating company that has been active in the country’s medical market since 2013. Based in Athens, the operating company imports, markets and distributes medical devices, surgical implants, instruments, and bone and tissue grafts, primarily for orthopaedic, spinal, trauma and neurosurgical procedures. It supplies public and private hospitals, as well as surgeons across Greece, through cooperation agreements with international manufacturers. Globalwealth said the acquisition would introduce an established operating business into its portfolio, which already includes property, technology, asset management, hospitality and green energy. The group also sees opportunities to expand the Greek company’s activities into Cyprus and other Balkan countries. The seller is an investment compartment of V.I.L. Venus Island AIFLNP V.C.I.C. Ltd, externally managed by GMM Global Money Managers Ltd, a wholly owned subsidiary of Globalwealth. The company acknowledged that this structure creates a conflict of interest, but said all statutory and internal corporate governance procedures had been followed, including obtaining written consent from the seller’s investors. The acquisition price is €1m, payable entirely in kind rather than cash, through the transfer to the seller of 17.68 per cent of Globalwealth’s contractual rights under a share option agreement dated December 29, 2025, relating to a property development project in Nicosia. The amount is subject to an independent valuation, with the purchase price reduced euro for euro if the valuation establishes that Nederlia’s total equity value is below €1m. A further performance-based payment of up to €2m will depend on the combined earnings before tax, depreciation and amortisation (EBTDA) of Nederlia and its operating subsidiary. The seller will receive €1m if EBTDA reaches at least €700,000 in 2027, and another €1m if that target is achieved again in 2028. If either target is missed, the performance payment will instead be calculated after the end of 2028 at 4.3 times the average EBTDA for 2027 and 2028, less the purchase price and any performance payments already made, subject to the €2m maximum. Any performance payment will also be settled in kind, through newly issued ordinary shares in Globalwealth and the transfer of part of its contractual rights under the Nicosia property option agreement. The share issue price will be based on the 30-trading-day volume-weighted average price of Globalwealth shares on the Cyprus Stock Exchange Emerging Companies Market, plus a 25 per cent premium. The shares are expected to be transferred within seven working days of the agreement, while full settlement of the initial purchase price must take place by December 31, 2026. Globalwealth described healthcare as an attractive sector because demand for medical products and services is supported by long-term trends, including population ageing and advances in medical technology, making it less dependent on economic cycles. The board also sees potential links with the group’s existing activities, including medical tourism and wellness through its hospitality and property operations, digital health and artificial intelligence through its technology interests, and financial and investment activities through asset management and capital markets. It intends to develop Nederlia into a specialised healthcare investment platform, with a possible future name change to Global BioWealth Ltd. However, Globalwealth stressed that the proposal remains preliminary and exploratory, with no formal corporate decision or statutory conversion approved and no certainty that the plans will proceed. Financially, the Greek operating company recorded revenue of €6.3m and net profit of €70,000 in 2025, with net equity of €7.94m, according to its latest audited financial statements. For the six months ending June 30, 2026, revenue reached €3.2m, net profit stood at €70,000 and net equity amounted to €7.98m, based on unaudited management accounts. Calculated EBTDA stood at €445,000 in 2025 and €269,000 in the first half of 2026. The operating company prepares its financial statements under Greek accounting standards, while its results will be consolidated into Globalwealth’s accounts from the share transfer date. The accounting treatment, including the allocation of the purchase price under International Financial Reporting Standard 3, will follow the independent valuation and remain subject to review. Globalwealth said Nederlia’s standalone financial results were not expected to have a material effect on the group’s consolidated accounts, excluding the financial contribution of its operating subsidiary. The board said it would continue updating shareholders and the investment community on the transaction in accordance with market disclosure requirements.
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