Depa PLC (“Depa”), the leading global interior solutions group, announces that its board of directors has given its approval on 6 November 2025 for Depa to undertake a rights issue open to all shareholders, whereby Depa will issue 2,438,518,519 new Ordinary A Shares (the “Offer Shares”), each for cash consideration of AED 0.27 per share (the “Offer”)(the "Transaction").
Key terms of the Transaction
All shareholders whose names appear in the shareholder register on the record date (which will be announced following the Transaction's approval at an extraordinary general meeting) will be entitled to participate in the Offer pro rata to their current holding of shares in Depa as at the record date or else to decline to exercise some or all of such entitlement. The rights issue is being made on the basis of approximately 1.787579 new Ordinary A Shares for every one existing share held in Depa’s total issued and outstanding share capital. Any shareholders who exercise any or all of their entitlement under the Offer shall subscribe for new Ordinary A Shares for cash consideration in an amount equal to AED 0.27 per new Ordinary A Share.
To the extent any entitlement rights under the Offer are not exercised by shareholders prior to the offer closing date, such entitlements shall accrue to certain major shareholders of Depa (the "Major Shareholders") who have confirmed their intention (subject to certain conditions where relevant) to subscribe for such unallocated entitlements. It is expected that the Major Shareholders will provide irrevocable undertakings to subscribe to the full extent of their pro rata allocations of such entitlements at the Offer price of AED 0.27 per new Ordinary A Share.
The Offer Shares are expected to be listed on Nasdaq Dubai.
Extraordinary general meeting
The Transaction received the requisite waivers and consents from the DFSA on 31 October 2025, on the condition that certain matters to be proposed at an extraordinary general meeting of Depa in connection with the Transaction are duly approved. Shareholders representing 77.9% (excluding treasury shares) of the existing issued share capital of Depa have provided irrevocable undertakings to vote in favour of the Offer at the extraordinary general meeting, subject to certain conditions, including any required regulatory approvals.
Depa gives notice that an extraordinary general meeting ("EGM") will be conducted electronically via web application (Virtual EGM Venue) on 21 November 2025. The EGM will commence at 3.00 pm UAE time and Virtual EGM Venue will be open for registration from 2.00 pm UAE time.
The following EGM documents are attached hereto:
Strategic rationale and use of proceeds
Over the past three years, Depa has undertaken significant strategic initiatives to position the group for sustainable growth. These include relocating its headquarters to the Kingdom of Saudi Arabia, appointing new leadership to drive a turnaround strategy, and introducing a pricing model designed to secure higher-margin projects. This strategic pivot, combined with an increased focus on the KSA, resulted in a significant increase in project backlog: 42% year-on-year in 2023, 12% year-on-year in 2024, and 17% increase during the six-month period ending 30 June 2025.
Despite these achievements, Depa continues to face liquidity constraints that limit the Group’s ability to secure debt and pursue growth opportunities. Strengthening the balance sheet through this capital raise is therefore essential to meet the working capital needs required to deliver on management’s strategic plans and improve access to financing alternatives.
Proceeds from the capital raise will be used to:
This capital raise is a critical step in enabling Depa to capitalize on regional growth opportunities, enhance operational capabilities, and deliver sustainable value creation for its shareholders.
Muteb bin Mohammed Al Shathri, Non-executive Chairman, commented: “This transaction provides an exciting opportunity for Depa PLC. The share issuance provides a much-needed boost to the group’s liquidity position which will afford Depa PLC with a platform for its expansion plans in the region, particularly in Saudi Arabia. The board of directors are delighted to unanimously recommend this transaction to the shareholders of Depa PLC.”
Depa PLC
Telephone: +971 4 821 6666
Email: investor.relations@depa.com
Nader Mardini, Group Chief Financial Officer
David Holiday, Company Secretary
For more information, please refer to the corporate website: www.depa.com.
Notes to editors:
Depa is a strategic management company specialising in premium global interior solutions. Depa’s four key business units hold leading positions in their respective markets: Depa Interiors, Deco, Carrara and Vedder. Employing thousands of people worldwide, the Group’s operations are centred on two regional hubs: Europe and the Middle East.
Depa’s mission, shared by each of its key business units, is to deliver sustainability, profitability and performance for its clients, shareholders and employees. The Group’s five core values are integral to everything Depa does: transparency, integrity, accountability, professionalism and exceptional service.
Depa PLC is listed on Nasdaq Dubai (Ordinary Shares – DEPA:DU, and Ordinary A Shares – DEPACLA:DU) and is headquartered in the Kingdom of Saudi Arabia.
Cautionary statement:
This document may contain certain 'forward-looking statements' with respect to Depa's financial condition, results of operations and business and certain of Depa's plans and objectives with respect to these items. By their very nature, forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events, and depend on circumstances, which may occur in the future. There are several factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. All written or verbal forward-looking statements, whether made in this document or made subsequently, which are attributable to Depa or any other member of the Group or persons acting on their behalf are expressly qualified on this basis. Depa does not intend to update any such forward-looking statements.
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