DL Holdings Group Limited (Stock Code: 1709) disclosed that on 12 November 2025, it entered into a binding term sheet (the “Term Sheet”) with Youngtimers AG (“YTME”), a Swiss-listed investment company.

Under the proposed transaction, DL Holdings Group plans to subscribe for 19,047,618 new shares of YTME at CHF0.42 (approximately HK$4.10) per share, totaling US$10 million (approximately HK$78 million). This consideration will be partially satisfied by US$3 million in cash and US$7 million through the allotment and issuance of 17,901,639 consideration shares of DL Holdings Group at HK$3.05 each. Upon completion, YTME would acquire approximately 0.885% of DL Holdings Group’s enlarged share capital, while DL Holdings Group would hold around 7.76% of YTME’s enlarged share capital.

The Term Sheet also grants DL Holdings Group a call option to acquire up to 3,809,523 additional shares in YTME at CHF0.42 per share (approximately HK$4.10). The option may be exercised in whole or in part within six months following completion.

Both parties intend to finalize the deal by 31 December 2025 once the necessary approvals have been obtained, including those from relevant regulators and the Swiss SIX Stock Exchange for the listing of new YTME shares. The new shares to be issued by DL Holdings Group will be allotted under its General Mandate, which remains sufficient for the transaction.

According to YTME’s reported figures, the company is listed on the SIX Swiss Exchange and, following its acquisitions, now operates under the C Capital brand focused on private equity and credit. DL Holdings Group anticipates that this intended subscription will bring strategic benefits through shared focus on asset management across Asia-Pacific and Europe. However, management cautions the market that the transaction depends on signing a definitive subscription agreement, and there is no assurance it will be completed as outlined in the Term Sheet.