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Acquisition Of Finergi – Small Related Party Transaction
Channel VAS Investments Limited
(Incorporated under the laws of the British Virgin Islands)
(Company number: 1750790)
JSE share code: OPA
ISIN code: VGG2072E1016
("Optasia" or "the Company")
ACQUISITION OF FINERGI – SMALL RELATED PARTY TRANSACTION
1. ACQUISITION OVERVIEW
The Board of Directors of Optasia (the "Board") is pleased to advise shareholders that on
15 March 2026 its wholly owned subsidiary, CVAS International Limited, entered into a share
purchase agreement (the "Agreement") to acquire the entire issued share capital of Finergi Global
FZCO ("Finergi" or the "Target") from Finergi Holdings Limited (the "Seller") for an initial upfront
consideration of R497.6 million ($30.0 million), comprising R413.0 million ($24.9 million) cash
consideration and 4,337,982 ordinary shares in the Company, the equivalent of R84.6 million ($5.1
million) ("Consideration Shares"), together with a contingent earn out payment of R165.9 million
($10.0 million), payable upon the Target meeting defined performance milestones (the "Acquisition"
or the "Transaction").
2. NATURE OF THE BUSINESS OF FINERGI
Finergi is a technology company providing real-time credit access through prepaid electricity
systems. Its platform enables prepaid meters to function as digital wallets, allowing customers to
access credit via a mobile request that is reconciled with their next top-up and enhancing revenue
assurance for the utilities provider.
Finergi supports financial inclusion by partnering with utility providers, governments, and financial
service partners to deliver short-term access to essential services through prepaid metering, mobile
money, USSD, and digital channels - without requiring a bank account or established credit history.
The credit is provided as an advance with a flat fee, with no interest or late fees charged. Finergi
assumes credit risk and supports utilities and platform partners with full marketing, access
channels, and customer support, offering revenue sharing and operational efficiencies.
Finergi will have rights to patents in 24 countries, with applications filed in 4 additional jurisdictions,
and has demonstrated early operational proof, with active pilots and integrations across Southern,
East and West Africa, and 10+ African countries in commercial conversations. Finergi has medium-
term intentions to extend its impact to Asia.
3. RATIONALE FOR THE ACQUISITION
The strategic rationale for the Acquisition is supported by three key drivers: it supports Optasia's
strategy to expand through new ecosystems, offers exposure to a large and scaling market, and
creates significant synergies that enhance value for both businesses.
Finergi provides unique entry to energy-distribution ecosystems that complement Optasia's
platform, supporting its planned expansion into adjacent verticals and enabling partner and product
diversification. Finergi will also provide Optasia with access to direct KYC capabilities and on-the-
ground identity data, enabling strengthened risk infrastructure and underwriting accuracy.
Electricity credit advances represent a large and growing addressable market. Utility network
expansion, regulatory mandates, and rising electricity demand across Africa and Asia have driven a
prepaid meter base of approximately 168 million in 20251, while utilities companies continue to lose
an estimated 10-20% of revenues to non-technical losses2. Across Asia and Africa, the total
addressable market ("TAM") for electricity credit advances reached $1.3 billion in 2025 and is
projected to expand to $3.5 billion by 20353. Through its regional partner relationships, Finergi is well
placed to address the structural short-term credit gap.
The Acquisition is expected to generate meaningful synergies, with Optasia providing Finergi access
to institutional credit, risk discipline and regulatory expertise, as well as existing partner relationships
and AI credit-decisioning capabilities - allowing for higher margins, faster scaling and strong value
creation.
Optasia is acquiring Finergi at a critical inflection point – Finergi has successfully built a scalable
platform. Over the next 12 months, Finergi is positioned to expand rapidly, leveraging its innovative
product offering and existing client pipeline. The Acquisition allows Optasia to participate in this
anticipated growth from an early stage and positions Optasia as an early mover in a market where
scale and depth of integration create long-term defensibility and platform optionality.
1
Finergi internal study, scoped to its target. Primary sources include the World Bank, local regulators, and
relevant periodicals (e.g., industry journals, trade publications, and newspapers).
2
Carr, D, and Murray Thomson. 2022. "Non-technical Electricity Losses". Loughborough University.
3
Based on management research and electricity-market data provided from a Finergi internal study.
4. TERMS OF THE ACQUISITION
4.1. CONSIDERATION
The total consideration for the Acquisition consists of an initial consideration of R497.6 million
($ 30 million), of which R413.0 million ($ 24.9 million) will be paid in cash and the remainder will
be satisfied through the issuance of ordinary shares in the Company, equivalent to R84.6 million
($5.1 million). In addition, the Seller may be entitled to receive earn out consideration of up to
R165.9 million ($10 million) in cash, payable upon the Target's achievement of specified net
revenue targets by the end of 2027.
4.2. THE SHAREHOLDERS OF THE SELLER
The shareholders of the Seller are as set out below.
Shareholder of the Seller Percentage of shares held
by it in Finergi Holdings
Limited
BH Holdings Ltd (an entity owned by Bassim Haidar) 80.5%
Clearoak Limited (an entity owned by Avrom Lasarow) 10%
Shruti Rai 7%
Konstantinos Kaliantzis 2.5%
The CEO and CTO of the Target will be entering into lock up agreements in respect to ordinary
shares in the Company issued as part of the consideration.
4.3. COMPLETION
The Acquisition is conditional upon registration by the DMCC Registrar of the transfer of the
entire issued share capital of Finergi by the Seller to CVAS International Limited. The Acquisition
is expected to become effective on or around 31 March 2026.
5. FINANCIAL INFORMATION
In terms of the Target's unpublished unaudited consolidated financial results for the twelve months
ended 31 December 2025, the Target's net asset value amounted to R24.5 million ($1.5 million). Due
to the nature of the asset and its period of existence, there are no profits attributable to the net assets
for disclosure. Optasia is satisfied with the quality of the financial results.
6. SMALL RELATED PARTY TRANSACTION
6.1. CATEGORISATION
As BH Holdings Ltd, an entity owned by Mr Bassim Haidar, a non-executive director of the
Company, indirectly owns the majority interest in Finergi, BH Holdings Ltd is deemed a "related
party" as defined in paragraph 9.1(a) of the Listings Requirements.
The value of the Acquisition, including any potential earn out consideration when measured
against the relevant measure in terms of Section 8 of the Listings Requirements, represents
approximately 2.8% of the Company's market capitalisation, and accordingly the Acquisition
falls within the definition of a small related party transaction, being greater than 0.25% but less
than or equal to 5%, as contemplated in paragraph 9.2 of the Listings Requirements. Accordingly,
shareholder approval is not required for the Acquisition.
6.2. INDEPENDENT DIRECTORS' STATEMENT
The Independent Directors of the Company have considered the terms of the Acquisition and
confirm that:
• the terms of the Acquisition were concluded on an arm's length basis, having regard to
the terms of the agreement and prevailing market conditions; and
• the Acquisition is fair to shareholders of the Company, excluding the related party and
its associates.
In reaching this conclusion, the Independent Directors took into account, inter alia, comparable
market pricing, relevant valuation metrics and the underlying commercial rationale.
The Independent Directors, having considered the terms of the Acquisition, engaged BDO
Corporate Finance Proprietary Limited ("BDO"), an independent third-party adviser, to review
the process followed by the Independent Directors in evaluating and approving the Acquisition.
BDO has confirmed that, in its opinion, the process adopted by the Independent Directors was
appropriate and consistent with generally accepted governance standards for transactions of
this nature.
6.3. INSPECTION OF AGREEMENT
In accordance with paragraph 9.3(a) of the Listings Requirements, the share purchase
agreement relating to the Acquisition will be available for inspection for a period of 14 days from
the date of this announcement at the Company's registered office at Office No 806, Cluster N,
Jumeirah Lake Towers, Dubai, United Arab Emirates, or electronically upon request directed to
IR@optasia.com.
7. QUOTE FROM THE CEO
Salvador Anglada, CEO of Optasia, commented, "The Acquisition materially accelerates Optasia's
strategic plan by enhancing its capabilities and ecosystem reach. Finergi's intellectual property rights
position it as a first mover in utilities credit, creating a high-margin, direct-to-consumer platform with
multiple cross-sell opportunities. Finergi is uniquely positioned to capitalise on the opportunity
created by Mission 300, the global initiative to expand access to electricity for 300 million people by
2030 through prepaid and smart-meter solutions. The Acquisition is expected to enable access to
new markets and strategic partnerships while providing Finergi with the tools to accelerate its growth
trajectory."
Avi Lasarow, Group CEO and part of the founding team behind Finergi, commented: "Finergi was built
to transform essential service infrastructure into a platform for financial inclusion. By enabling
prepaid electricity meters to function as digital access points for credit, the platform creates a new
financial rail for millions of consumers who are traditionally underserved by banking systems.
Partnering with Optasia provides the scale, credit infrastructure and regulatory depth needed to
accelerate this vision. Together, we believe Finergi can expand rapidly across energy ecosystems and
unlock significant economic opportunity across emerging markets."
Johannesburg
16 March 2026
Sponsor
The Standard Bank of South Africa Limited
Date: 16-03-2026 07:06:00
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