ISX Financial EU Plc exits National Stock Exchange of Australia (NSX Ltd)

NICOSIA, Cyprus, Nov. 24, 2025 /PRNewswire/ -- ISX Financial EU Plc ("ISXX") announces that it has received AU$5,556,608.72 in cleared electronic funds relating to its 27.595% shareholding in NSX Ltd. Settlement of the equity consideration was completed late last week.

In addition to the equity consideration above, ISXX has received the agreed interest to date, restructuring and establishment fees totalling AU$3,014,438.14, associated with the loan restructuring of two convertible notes extended to the NSX Ltd.

The equity sale was via a scheme of arrangement for 100% takeover of the NSX Ltd by CNSX Global Markets Inc. ("CNSX Group"), the parent of the Canadian Securities Exchange ("CSE"). The scheme offer was an all-cash consideration of AU$0.04 per fully paid ordinary share.

The closing of the equity sale, pursuant to a scheme of arrangement, follows the satisfaction of all necessary conditions, including approval of NSX shareholders, finalisation of funding and the receipt of ASIC and court approvals. NSX shareholders overwhelmingly supported the transaction with 94.78% of votes in favour. ISXX no longer holds any equity interest in the NSX Ltd.

In addition to the equity sale, ISXX's previous convertible loan agreements extended to the NSX have now been replaced with two new senior term loan facilities, each extended by one additional year beyond their original maturity dates. Under the revised structure, all conversion features have been removed, and the loans now carry a fixed 18% annual interest rate.

ISXX now expects both facilities to continue performing until their extended maturities in August 2027 and January 2028, unless NSX elects to repay earlier under the new contractual provisions. Should the NSX choose early repayment, ISXX benefits from a make-whole clause, which ensures ISXX receives the full discounted economic value of interest through to the original end-dates, protecting the return profile.

Based on the revised terms, and assuming no early repayment, ISXX expects to further receive cAU$5.14 million in total principal and interest over the life of the two new facilities.

Mr. Nikogiannis Karantzis, CEO of ISX Financial EU Plc, said: "On behalf of ISXX, we wish the NSX and its new owners, the CNSX, all the best in their new Australian endeavour.

The divestment of NSX allows ISXX to focus on its core operations and growth in the Northern Hemisphere. The divestment and loan restructuring is expected to contribute a total of cAU$13.8m back to ISXX's balance sheet when finalised, providing supplementary regulatory capital for expansion into new markets and services for new licenses, in addition to funding for prospective acquisitions."

The National Stock Exchange of Australia is a wholly owned subsidiary of the NSX Ltd, and is a Tier 1 market operator licensee regulated by the Australian Securities and Investments Commission (ASIC). ISXX has been a beneficial owner of the ASIC regulated National Stock Exchange of Australia through its parent NSX Ltd since early 2020. Mr. Karantzis was CEO of the NSX Ltd from March 2020 until March 2022.

NSX Ltd and ISXX's subsidiary, Clearpay, launched a blockchain-based securities clearing system in 2021 in compliance with ASIC requirements. This system, called the Digital Exchange Subregister System (DESS) is operated by ClearPay, and is designed to modernise clearing and settlement by creating a new Delivery versus Payment (DvP) platform to eventually supersede conventional clearing and settlement systems. DESS has upcoming applications in the mint and burn of stablecoins, which ISXX will explore in connection with its fiat processing systems. ISXX continues to provide IT services to the NSX in support of DESS.

About ISX Financial EU PlcHeadquartered in Nicosia, ISX Financial EU Plc (ISXX, LEI: 213800NGHVYL5PFZI692) is a leading banktech company EEA authorised as an Electronic Money Institution by the Central Bank of Cyprus and regulated in the UK by the Financial Conduct Authority.

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References

1. ^{^} https://www.isx.financial/investors (www.isx.financial)