Don Agro International’s S\$4.44 Million Financial Assistance Signals Aggressive Healthcare Expansion in Russia

Key Points of the Report

• Significant Financial Move: Don Agro International Limited, through its wholly owned subsidiary JSC Tetra, has provided a short-term loan of RR236,000,000 (approx. S\$3.82M) to 812 Capital LLC, with a total financial assistance value (including estimated interest) of RR274,846,246.58 (approx. S\$4.44M).
• Purpose: The loan facilitates 812 Capital’s acquisition of 100% of Limited Liability Company Uni Medica and Limited Liability Company Group of Companies UNI Clinic, collectively known as the Uni Medica Group Entities.
• Strategic Expansion: Uni Medica Group Entities operate under the “UNICLINIC” brand, comprising a large Moscow polyclinic with advanced facilities and 32 beds, including an oncology focus.
• Terms of Financial Assistance: The loan bears a variable interest rate of the Bank of Russia’s key rate plus 3% if repayment is required. If Tetra acquires a controlling stake (at least 90.01%) in 812 Capital by 28 Feb 2026, the loan will be converted into partial payment for an additional acquisition and NO interest will be incurred.
• Potential Penalties: In the event of default, 812 Capital will pay a penalty of 0.1% per day on the overdue amount.
• Material Transaction: Under Chapter 10 of the Catalist Rules, this constitutes a “discloseable transaction” (relative figures exceeding 5% but below 50%), while the overall acquisition is classified as a “very substantial acquisition.”
• Shareholder Circular: A circular with more details and a notice of EGM will be issued to shareholders, who will have the opportunity to vote on the proposed transactions.

Details Investors Need to Know (Price-Sensitive Information)

• Strategic Shift Into Healthcare: The Group is leveraging its cash position to aggressively expand into the Russian healthcare sector, marking a sharp pivot from its historical business profile. This could significantly alter the company’s risk and growth profile, influencing its market valuation.
• Immediate Asset Acquisition: The completion of the Uni Medica Group Entities acquisition gives Don Agro (through 812 Capital) instant ownership of a highly strategic medical asset in Moscow, opening up specialist oncology services and new revenue streams.
• Conditional Nature of the Loan: If the Group finalises the acquisition of a 90.01% stake in 812 Capital, the financial assistance will be offset against the transaction consideration, impacting both cash flow and balance sheet presentation.
• Potential Share Price Impact: The scale of the transaction (aggregate value of S\$4.44 million, representing 18.48% of market cap) is substantial for a company of Don Agro’s size. The outcome of the proposed acquisition, and whether the loan is repaid with interest or converted to equity, could materially affect future earnings and asset values.
• Active Management Role: Despite currently holding just 1% of 812 Capital, Don Agro’s management is actively engaged in operational and strategic decisions, indicating a deeper integration and commitment to the target business.

Comprehensive Analysis and Implications

Don Agro International Limited is making a bold strategic play by providing its wholly owned subsidiary, JSC Tetra, with the mandate to extend a major short-term loan to 812 Capital LLC. This loan, totaling RR236 million (approx. S\$3.82 million), with a projected interest of RR38.85 million (approx. S\$628,000) if repaid as a loan, is intended to finance the acquisition of two leading medical companies in Russia—the Uni Medica Group Entities.

Uni Medica, operating under the “UNICLINIC” brand, boasts a 77,177 square foot polyclinic in Moscow, equipped with 32 beds (including six ICU beds), two operating theatres, and five dental rooms. This facility is primed to meet rising demand for oncology and advanced medical services in Russia, providing Don Agro with immediate entry into a growing and potentially lucrative sector.

The terms of the loan are highly strategic. If Don Agro (through Tetra) does not acquire at least 90.01% of 812 Capital by 28 February 2026, the loan becomes repayable with interest pegged to the Bank of Russia’s key rate plus 3%, a significant yield in the current rate environment. However, if the acquisition is completed, the loan is converted into part payment for the additional stake—no interest is incurred, and the Group’s exposure is transformed from debt to equity investment.

Importantly, the acquisition of Uni Medica Group Entities was completed on 19 June 2025, immediately following the loan disbursement, making the deal highly time-sensitive and impactful. Don Agro’s management is already exercising approval rights over key operational and financial matters at the target, signaling a clear intent to drive the enlarged group’s direction.

Financial Effects:

• Net Tangible Assets (NTA): Pro forma NTA per share would increase slightly from 34.43 to 34.85 Singapore cents if interest is paid; unchanged if converted to equity.
• Loss Per Share (LPS): Pro forma LPS improves from 15.12 to 14.70 Singapore cents, reflecting the potential interest income.
• Transaction Scale: The financial assistance alone represents 18.48% of the Company’s market capitalisation as of October 2025, making it a material event.

Regulatory and Shareholder Considerations: The transaction is classified as a “discloseable transaction” under the Catalist Rules, and together with the broader acquisition, constitutes a “very substantial acquisition.” Shareholders will receive an EGM notice and a detailed circular to vote on the combined deals—an event likely to draw market attention and influence share price volatility.

Risks and Opportunities: While this move exposes Don Agro to the fast-growing Russian healthcare sector, it also entails geographic, regulatory, and operational risks not previously core to its business. The outcome of the acquisition, integration, and loan repayment (or conversion) are all price-sensitive catalysts investors should monitor closely.

Conclusion

Don Agro International’s aggressive financial assistance and acquisition strategy marks a transformational step in its corporate evolution. Investors should pay close attention to the upcoming shareholder vote, supplemental agreements, and further disclosures regarding the integration and performance of the newly acquired healthcare assets in Russia.

Disclaimer: This article is for informational and analytical purposes only and does not constitute financial advice or a recommendation to buy or sell securities. Investors should conduct their own due diligence and consult professional advisers before making investment decisions. The author and publisher are not responsible for investment actions taken based on this report.

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