Globalwealth Group PLC is expanding its business activities into the healthcare sector through an agreement to acquire 100% of the share capital of Cyprus-based Nederlia Limited, which controls a company operating in the Greek medical technology products market since 2013.
According to an announcement by the company to the Cyprus Stock Exchange, the agreement was signed on 11 November 2026 and provides for a fixed consideration of €1 million, with the possibility of additional consideration of up to €2 million, depending on the financial performance of the acquired company in 2027 and 2028.
The total consideration, which may reach €3 million, will be paid in kind and not in cash, through the transfer of contractual rights relating to a property development project in Nicosia and, in respect of the additional consideration, through the potential issue of new shares.
Full announcement:
Globalwealth Group PLC (the “Company” or the “Buyer”) hereby announces to the Cyprus Stock Exchange (CSE) and the investment community, pursuant to Article 17 of Regulation (EU) No. 596/2014 (Market Abuse Regulation) and the relevant Regulatory Decisions of the Cyprus Stock Exchange concerning the Emerging Companies Market (Κ.Δ.Π. 379/2014, as amended), that on 11 November 2026, following approval by its Board of Directors, it signed a Share Purchase Agreement (the “Agreement”) for the acquisition of 100% of the issued share capital of Nederlia Limited.
The Target and Underlying Business
Nederlia Limited (“Nederlia”) is a Cyprus-based holding company in the healthcare sector, which is the sole legal and beneficial owner of 100% of the issued share capital of a Greek company (the “Operating Company”), which has been active in the Greek medical market since 2013.
The Operating Company, based in Athens, Greece, imports, trades 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 in Greece, under cooperation agreements with global manufacturers.
The acquisition marks the Company’s strategic entry into the healthcare sector, alongside its existing focus on real estate, technology, asset management, hospitality and green energy, bringing an established operating business into the Group.
It is also aligned with the Group’s strategy of leveraging synergies between its asset management activities and direct investment activities, with the aim of enhancing value for shareholders and investors. The acquisition forms part of the ongoing implementation of the Company’s business plan and investment strategy, as authorised by Ordinary Resolution 10 of the Extraordinary General Meeting of 3 July 2024 and Ordinary Resolution 1 of the Extraordinary General Meeting of 21 April 2026.
Seller and Conflict of Interest and Governance Disclosure
The Seller is an investment compartment of V.I.L. Venus Island AIFLNP V.C.I.C. Ltd (CySEC Licence No. LPAIF24_1/2014) (the “Seller”), which is externally managed by GMM GLOBAL MONEY MANAGERS LTD (CySEC Licence No. MC UCITS 2/13) (the “External Manager”).
The External Manager is a wholly owned subsidiary of the Company; therefore, the transaction involves a conflict of interest. The parties have followed all legally required and internal corporate governance procedures to manage and mitigate this conflict, in accordance with applicable legislation, their respective conflict of interest policies, and the Seller’s constitutional and offering documents. The written consent of the Seller’s investors has been duly obtained.
Furthermore, the Purchase Price is subject to the independent valuation described in Section 4 below.
Acquisition Consideration and Earn-Out Structure
The consideration for the acquisition of 100% of the shares in Nederlia, together with the assignment of the shareholder advances referred to below, comprises the following, all payable in kind and not in cash:
- Fixed consideration of €1,000,000 (the “Purchase Price”), subject to downward adjustment based on an independent valuation, payable entirely in kind no later than 31 December 2026 (the “Long-Stop Date”). It will be settled through the transfer by the Company to the Seller of 17.68% of its contractual rights under the share option agreement dated 29 December 2025, relating to a real estate development project in Nicosia.
- The Purchase Price and the Earn-Out Consideration also cover the assignment to the Company of all amounts advanced by the Seller to Nederlia that remain outstanding as at the Share Transfer Date; and
- Additional consideration of up to €2,000,000 (the “Earn-Out Consideration”), dependent on the consolidated earnings before taxes and depreciation and amortisation (“EBTDA”) of Nederlia and the Operating Company: €1,000,000 if EBTDA for 2027 reaches at least €700,000, and a further €1,000,000 if the 2027 amount has become payable and EBTDA for 2028 also reaches at least €700,000. If either of the two targets is not achieved, the Earn-Out Consideration will instead be determined after the end of 2028 as 4.3 times the average EBTDA for 2027 and 2028, less the Purchase Price and any Earn-Out Consideration already paid, up to the maximum amount stated above.
The Earn-Out Consideration, to the extent that it becomes payable, will be settled through non-cash consideration by way of the allotment of newly issued ordinary share capital of the Company and the transfer of part of its contractual rights under the share option agreement dated 29 December 2025, relating to a real estate development project in Nicosia, based on an independent valuation.
The issue price per share will be equal to the Volume Weighted Average Price (VWAP) of the Company’s shares on the CSE Emerging Companies Market during the 30 trading days immediately preceding the allotment date, plus a 25% premium (Issue Price = VWAP × 1.25). The allotment will be carried out pursuant to the existing shareholder authorisations granted at the Extraordinary General Meetings of 3 July 2024 (Ordinary Resolution 10) and 21 April 2026 (Ordinary Resolution 1).
Independent Valuation and Purchase Price Adjustment Mechanism
The Company will appoint an independent valuer to conduct a valuation of Nederlia, including its operating subsidiary. If the valuation determines that the total equity value is lower than the nominal Purchase Price of €1,000,000, the Purchase Price payable pursuant to paragraph 3(a) above will be reduced euro for euro by the amount of the difference. The valuation will not affect the Earn-Out Consideration.
Completion Timeline
The transaction has been approved by the Board of Directors of the Company, the Board of Directors of the Seller and the External Manager, and the written consent of the Seller’s investors has been obtained. The shares of Nederlia will be transferred to the Company within seven (7) business days from the date of the Agreement (the “Share Transfer Date”). Full settlement of the Purchase Price will take place no later than 31 December 2026.
Strategic Rationale
The acquisition is aligned with the Company’s strategy of investing in real economy businesses with established operations and cash flows, with the aim of creating operational synergies across the Group’s portfolio. It provides the Company with an operating presence in the Greek healthcare market, through an established business and management team, as well as the potential to expand the Operating Company’s activities into Cyprus and the Balkan countries.
The Board of Directors considers healthcare an attractive sector for the Group. Demand for medical devices and healthcare services is driven by long-term factors, such as an ageing population and developments in medical technology, and is less dependent on the economic cycle. The sector is also connected to the Group’s existing activities: hospitality and real estate, through medical tourism and wellness; technology, through digital health and artificial intelligence; and asset management and capital markets, serving as a valuable asset for financial and investment activities.
The Board of Directors intends to develop Nederlia as the Group’s specialised healthcare holding platform, with the preliminary prospect of renaming it “Global BioWealth Ltd”.
Shareholders and the investment community are expressly informed that these strategic assessments are strictly preliminary and exploratory. No formal corporate decision or statutory conversion has been approved, and there is no certainty that any such actions will proceed. Any future corporate decisions will be taken and announced in strict compliance with applicable regulatory rules and statutory requirements. This announcement contains forward-looking statements regarding the Company’s future plans and expectations. These reflect the current views of the Board of Directors, are subject to risks and uncertainties, and actual results and developments may differ materially from them.
Financial Information
For the year ended 31 December 2025, the Operating Company recorded revenue of €6.3 million, net profit of €0.07 million and net assets of €7.94 million, according to its latest audited financial statements. For the six-month period ended 30 June 2026, its revenue amounted to €3.2 million, net profit to €0.07 million and net assets stood at €7.98 million, according to unaudited management accounts.
It is noted that the Operating Company prepares its financial statements in accordance with Greek Accounting Standards. To ensure alignment and comparability with the benchmark defined for determining the Earn-Out Consideration, the calculated EBTDA amounted to €0.445 million for the financial year ended 31 December 2025 and €0.269 million for the six-month period ended 30 June 2026.
As of the Share Transfer Date, Nederlia and the Operating Company will be consolidated into the Company’s financial statements. The accounting treatment, including the purchase price allocation under IFRS 3, will follow the independent valuation and is subject to review. Excluding the financial contribution of the Operating Company, the standalone financial results of its parent holding company, Nederlia, are not expected to have a material impact on the Company’s consolidated financial statements.
Further Information
The Board of Directors will keep shareholders and the investment community informed regarding the progress of the transaction in accordance with its ongoing disclosure obligations under Regulation (EU) No. 596/2014 and the rules of the Cyprus Stock Exchange.
