INDEXO Approves Capital Increase Linked to DelfinGroup Share Exchange
Key Facts
INDEXO approved by the required majority a capital increase resolution linked to a share exchange offer, according to the results of the extraordinary shareholders’ meeting held by the company on 1 October 2026. The resolution marks a corporate step related to the share arrangements of the company and DelfinGroup, but does not by itself confirm the launch of a voluntary tender offer or set its price. In a separate disclosure dated 10 September 2026, INDEXO said the possibility of making a voluntary offer was still under consideration and that it had not decided to launch one. It also said the cash purchase price had not been set at that time. The company said that implementing any such offer would require Latvijas Banka to approve the offer prospectus.
INDEXO had acquired 67.42% of DelfinGroup in a transaction completed on 15 December 2025, according to an update published by the company on its acquisition accounting. That stake provides context for the capital increase resolution linked to the share exchange, as the transaction made INDEXO the controlling shareholder in DelfinGroup ahead of any subsequent steps concerning share ownership. But the available disclosure on the October meeting confirms that the capital increase resolution was approved by the required majority and does not cite, among the facts provided, a tender offer price or a new target ownership percentage. The available facts also do not detail the funding amount or how proceeds would be allocated. The commercial terms of any voluntary offer therefore remain separate from the approved capital increase resolution.
In an accounting update during October, INDEXO said a remeasurement of the loan portfolio it acquired had reduced its value by 13 million euros. It added that it had recognized goodwill of 8.7 million euros in light of the adjusted values. These figures relate to the accounting for the acquisition of DelfinGroup, not to the terms of the share exchange offer or a cash purchase price for shareholders. The update puts the estimated value of the acquired loan portfolio at a specified amount below the previous estimate, while the recognized goodwill appears as a separate accounting item. The available facts provided no figure directly linking these two adjustments to the capital increase amount or proceeds from a potential offer.
The same update showed the group’s corrected consolidated capital adequacy ratio improving to 19.5% on 30 June 2026, compared with 18.0% on 31 December 2025. INDEXO said the group remained compliant with minimum capital requirements on the dates shown. These ratios provide a financial framework for understanding the group’s position after the acquisition and accounting adjustments, but do not by themselves determine the funding required for any offer or capital increase. The published comparison covers the end of 2025 and mid-2026 and is not a new measurement announced at the October shareholders’ meeting. The available facts did not include a capital level as of the meeting date or an estimate of the share exchange’s effect on it.
The next key milestone is the companies’ nine-month reports. The Nasdaq Baltic calendar showed 10 November 2026 as the publication date for interim reports by both DelfinGroup and INDEXO, while DelfinGroup’s calendar also set that date for publication of its unaudited financial report for the same period. The expected reports will provide an update on the companies’ performance after the acquisition and on the period following the remeasurement of the loan portfolio. Any implementation of a voluntary offer remains subject to Latvijas Banka approving the offer prospectus, as INDEXO said in its September disclosure. The available facts did not set a later date for a decision on the offer or publication of its terms.