Result of WRAP Offer and Direct Subscription
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
4 July 2025
London BTC Company Limited
(or the "Company")
Result of WRAP Retail Offer and Direct Subscription
London BTC Company Limited (BTC:L) the London Stock Exchange Main Market-listed Bitcoin treasury company with active mining operations across the United States and Canada, is pleased to confirm, further to the announcements made on 3 July 2025, the result of its fundraising at the Issue Price of 18.5 pence per share ("Issue Price").
The Company announces that it has raised aggregate gross proceeds of £700,000, after cutting back the number of shares applied for, pursuant to the WRAP Retail Offer. Accordingly, the Company will issue a total of 3,783,786 new Ordinary Shares at the Issue Price pursuant to the WRAP Retail Offer.
In addition to this Wrap Retail Offer, the Company has also received a firm direct subscription for a placing totalling £300,000 (gross) at the same issue price of the issue price of the WRAP at 18.5 pence per share ("Issue Price").
Accordingly, the Company will issue a further 1,621,621 new Ordinary Shares ("Direct Subscription Shares") at the Issue Price for the Direct Subscription.
Hewie Rattray, CEO of London BTC Company, commented: "We're excited to have successfully closed £1 million in fresh capital through a mix of direct financing and our WRAP programme. Demand exceeded our target, but we chose to cap the raise strategically. We're here to build aggressively, but we intend to strike hard when timing allows for maximum impact. With investor appetite growing and market conditions evolving fast, we're positioning ourselves to move decisively on larger raises and Bitcoin acquisitions."
Admission and Total Voting Rights
Applications will be made for the WRAP Retail Offer Shares to be admitted to trading on the Main Market of the London Stock Exchange plc ("Admission"). Admission is expected to become effective on or around 9 July 2025.
Applications will made for the Direct Subscription Shares to be admitted to trading on the Main Market of the London Stock Exchange plc ("Admission"). Admission is expected to become effective on or around 17 July 2025.
Upon Admission of both the new WRAP Retail Offer Shares and the Direct Subscription Shares, the Company's issued Ordinary Share capital will increase from 330,469,646 Ordinary Shares to 335,875,053 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, from Admission the total number of Ordinary Shares and voting rights in the Company will be 335,875,053. With effect from Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The new Ordinary Shares to be issued pursuant to the WRAP Retail Offer and the Direct Subscription will be issued free of all liens, charges and encumbrances and will, on Admission, rank pari passu in all respects with the new Ordinary Shares to be issued pursuant to the Placing, the Subscription and the Company's existing Ordinary Shares.
Terms used but not defined in this announcement have the same meaning as set out in the Company's announcement released at 16:31 UK time on the 3 July 2025.
END
For further information, please contact:
London BTC Company Limited
Hew Rattray (CEO) hewie@vinanz.co.uk or hewie@ldnbtc.com
Rob Scott (Finance Director) rob@vinanz.co.uk or rob@ldnbtc.com
David Lenigas (Chairman) david@vinanz.co.uk or david@ldnbtc.com
David Bick (Financial PR) david.bick@square1consulting.co.uk
+44 (0) 20 7929 5599 / +44 (0) 7831 381201
Winterflood Retail Access Platform WRAP@winterflood.com
Sophia Bechev +44(0) 20 3100 0214
Kaitlan Billings
Further information on the Company can be found on its website at www.ldnbtc.com
The Company's LEI is 9845006607892CED8456.
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Important Notices
The content of this announcement, which has been prepared by and is the sole responsibility of the Company.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The WRAP Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the WRAP Retail Offer Shares is being made in the United States. The WRAP Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
WRAP is a proprietary technology platform owned and operated by Winterflood Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, accordingly, disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
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