Corporate Update

Satsuma Technology PLC

03 July 2026

 

Satsuma Technology Plc

('Satsuma' or the 'Company')

Clarification of Board Recommendation, Updated Illustrative Returns and Corporate Update

Satsuma Technology PLC (LSE: SATS), the UK Main Market listed Bitcoin treasury company, provides the following clarifications and confirmations in response to a number of enquiries from shareholders following the publication on 24 June 2026 of the circular convening a general meeting, to be held at 2.00 p.m. on 20 July 2026, to consider a return of capital and the cancellation of the Company's listing on the London Stock Exchange (the "Circular").

Board Recommendation

The Circular clearly sets out the Board's recommendation, based on the views of the Majority Directors, that shareholders VOTE AGAINST the resolutions to return capital and to delist from the London Stock Exchange. The Board is aware, however, that certain nominees have, in their summaries of the Circular's proposals, incorrectly indicated that the Board's recommendation is to vote in favour of the resolutions.

Where the Company is aware of these errors it is in contact with the nominees concerned to have them corrected. For the avoidance of doubt, the Board's recommendation is that shareholders VOTE AGAINST the resolutions to return capital and to delist.

Updated Illustrative Returns

As noted in the Circular, the actual amount of any return of capital will depend largely on the Bitcoin price at the time the Company's Bitcoin is sold, should the resolutions be passed and the Court approval received . The illustrative returns set out in the Circular for a £100 investment were based on the Bitcoin price at 5.00 p.m. on 22 June 2026 of US$64,255 and excluded potentially surplus cash.

The table below updates those illustrations for the Bitcoin price at 5.00 p.m. on 1 July 2026 of US$59,923 and also shows, for illustrative purposes only, the effect of including potentially surplus cash of approximately £3.0 million, being the Company's estimated cash remaining after providing for expenditure to 1 September 2026, in each case holding the Bitcoin price constant.

Should the resolutions be passed and the Court approval be granted, the Board will seek to maximise the amount ultimately returned to shareholders. The Company will continue to manage its cash resources with the discipline reflected in its monthly Fact Packs, which it intends to continue publishing. Shareholders should note that the amounts available for any distribution will depend not only on the Bitcoin price and exchange rate movements, which are outside the Company's control, but also on the Company's cash position and the costs of implementing the resolutions, including termination costs whose amount and timing cannot yet be reliably measured. The Board considers the estimates used in this announcement to be prudent.

Scenario	Net amount available (£m)	Return per £100 - CLN 1 (£)	Return per £100 - CLN 2 (£)	Capital repayment per share (pence)
Circular basis: 22 June Bitcoin price (US$64,255), excluding surplus cash - no warrant exercise	27.8	123.7	24.7	0.2474
Circular basis - full exercise of Seed Warrants	30.9	137.3	24.2	0.2415
1 July Bitcoin price (US$59,923), excluding surplus cash - no warrant exercise	25.5	113.9	22.8	0.228
1 July Bitcoin price, excluding surplus cash - full exercise of Seed Warrants	28.7	121.9	22.4	0.224
1 July Bitcoin price, including estimated surplus cash of c.£3.0m - no warrant exercise	28.5	127.3	25.5	0.255
1 July Bitcoin price, including estimated surplus cash of c.£3.0m - full exercise of Seed Warrants	31.7	143.0	24.8	0.248

Notes:

1. Bitcoin prices are the average of prices quoted across multiple exchanges on the relevant date.

2. All scenarios are stated after estimated transaction costs of £2.7 million and a working capital retention of £2.0 million. Scenarios excluding surplus cash assume no cash is available for distribution and present a bitcoin disposal only route.

3. The estimated surplus cash of approximately £3.0 million is stated after providing for the Company's expected expenditure to 1 September 2026 and is subject to change and variation.

4. Returns to former CLN 1 holders in the warrant exercise scenarios are stated net of the £3.2 million aggregate exercise proceeds from the Seed Warrants and are expressed per £100 of the original CLN 1 investment.

5. The figures above are illustrative only and do not constitute a forecast of the amount that would ultimately be returned to shareholders.

Illustrative Aggregate Profit and Loss by Holder Class

On the same illustrative basis, including estimated surplus cash and assuming no exercise of warrants, former CLN 1 holders would in aggregate receive approximately £5.1 million against the £4.0 million they invested, an aggregate profit of approximately £1.1 million. Former CLN 2 holders would in aggregate receive approximately £22.1 million against the £86.8 million they invested, an aggregate loss of approximately £64.7 million, equivalent to a loss of approximately 75 pence for every £1 invested at conversion. Across the scenarios set out above, the aggregate loss to former CLN 2 holders ranges from approximately £64.7 million to £67.3 million.

Put another way, former CLN 1 holders contributed approximately 4.4% of the £90.8 million of capital converted under the CLNs but would receive approximately 17.9% of the illustrative distribution, rising to approximately 28.1% were the Seed Warrants exercised in full. Former CLN 2 holders contributed approximately 95.6% of that capital and would receive approximately 77.5%, falling to approximately 67.8% were the Seed Warrants exercised.  These proportions are fixed by the number of shares held by each class and do not vary with the Bitcoin price or the amount of surplus cash. This analysis is on the basis that the original CLN holders still hold their shares which may or may not be the case, and each Shareholder will have a differing return depending on the acquisition cost of their respective shares.

Voting

Shareholders who received the Circular also received a form of proxy for use in connection with the resolutions to be proposed at the general meeting. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Company's registrar, Computershare, by no later than 2.00 p.m. on 16 July 2026.

Alternatively, shareholders may register their proxy vote online at Computershare's website, www.investorcentre.co.uk/eproxy, and follow the instructions. Shareholders will require the Control Number, Shareholder Reference Number (SRN) and Personal Identification Number (PIN) printed on the form of proxy to complete the procedure.

Shareholders who hold shares in CREST may appoint a proxy by completing and transmitting a CREST proxy instruction so that it is received by Computershare (under CREST participant ID 3RA50) by no later than 2.00 p.m. on 16 July 2026.

The completion and return of a form of proxy, registration of an electronic proxy appointment or transmission of a CREST proxy instruction will not prevent shareholders from attending the general meeting and voting in person should they wish to do so.

If shareholders are facing any difficulties with the above then they should contact the Company directly on [e-mail].

Bitcoin Holdings

The Company continues to hold 668 Bitcoin and has no plans to buy or sell Bitcoin until the outcome of the general meeting is known.

Temporary Suspension of Trading

Trading in the Company's shares was suspended on 1 July 2026 owing to the delay in the publication of the Company's financial statements for the year ended 28 February 2026, which is a direct consequence of the uncertainty regarding the Company's future pending the outcome of the general meeting.

The Board expects to publish these financial statements by the end of July 2026, following which it expects trading in the Company's shares to be restored. If the resolutions put to the general meeting are approved, cancellation of the Company's listing is expected in September 2026.

Enquiries:

Satsuma Technology Plc - [e-mail]

About Satsuma Technology PLC (SATS.L)

Satsuma Technology PLC (LSE: SATS) is a UK Main Market listed Bitcoin treasury company. The Company's strategy is the acquisition and long-term holding of Bitcoin as its primary treasury reserve asset, complemented by the development of Bitcoin-aligned operational activities.

Website: www.satsuma.digital

 

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