Update on Proposed Reduction of Capital
Summary by AI BETAClose X
This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
4 August 2026
Satsuma Technology Plc
("Satsuma" or the "Company")
Update on Proposed Reduction of Capital
Satsuma Technology PLC (LSE: SATS), the UK Main Market listed Bitcoin treasury company, announces that following shareholder approval of its proposed Reduction of Capital at the General Meeting on 20 July 2026 ("General Meeting"), the Company has issued and allotted 11,235,874,700 B Shares of £0.002734 each. This includes the impact of the additional shares resulting from the exercise of warrants as set out below. If, therefore, the Court approves the Reduction of Capital, the aggregate amount to be returned to Shareholders will be £30,718,881.43 (being £0.002734 per B Share).
Warrant Exercise
As at the date of the General Meeting warrants giving a right to subscribe for a total of 2,141,229,348 Ordinary Shares were in issue and capable of being exercised (including the Warrants outstanding, exercisable at £0.002 per share, giving a right to subscribe for a total of 1,598,725,000 Ordinary Shares).
Following the subsequent exercise of Warrants over 31,974,500 Ordinary Shares (exercisable at £0.002 per share) between the General Meeting and the Record Time of 6.00 p.m. on 3 August 2026 there were 11,235,874,700 Ordinary Shares in issue at the Record Time. Warrants over a further 2,109,254,848 Ordinary Shares remained outstanding immediately following the Record Time. As the number of B Shares was fixed by reference to the number of Ordinary Shares in issue at the Record Time, Ordinary Shares issued on any exercise of Warrants after the Record Time do not carry any entitlement to B Shares or to the Capital Repayment.
Number of B Shares
The number of B Shares allotted was equal to the number of Ordinary Shares in issue as at the Record Time of 6.00 p.m. on 3 August 2026 and so the number of B Shares allotted immediately following the Record Time was 11,235,874,700. The B Shares were allotted as a bonus issue, credited as fully paid up by way of capitalisation of the Company's share premium account, and carry no right to vote at general meetings of the Company.
Nominal value of B Shares
If approved by the Court, the amount of capital to be returned to each Shareholder will be the nominal value of each B Share (being £0.002734 per B Share) held on 4 August 2026 (or such later time and/or date as the directors may in their absolute discretion determine, provided that any such later time and/or date is no later than 6.00 p.m. on the second business day before the date of the hearing at which the Court will be asked to confirm the Reduction of Capital).
The nominal value of the B Shares was determined using the formula in paragraph (d) of resolution 1 approved at the General Meeting. The Company has now disposed of all its Bitcoin. 669.4867 BTC were sold between 24 July 2026 and 31 July 2026 at a volume-weighted average realised price, net of disposal costs, of £47,667 per BTC, generating total proceeds of £31,912,395.
Following the disposal of the Company's Bitcoin, the Company's cash at bank at the Record Time, including cash held by its subsidiary, was £35,324,953. After T&T Costs (being the estimated transaction and termination costs referred to in the Circular), which have now been revised downwards to £2,600,000, and after providing for £2,000,000 for working capital in the resulting entity, the nominal value of each B Share has been calculated to be £0.002734.
Timetable
The Ordinary Shares have been marked ex-entitlement to B Shares with effect from 8.00 a.m. on 4 August 2026.
The date for the Court hearing in respect of directions is now expected to be 14 August 2026 (rather than 13 August 2026). The expected date for the Court hearing to confirm the Return of Capital remains as 8 September 2026. On this timetable cancellation of the Company's listing is expected to be on 14 September 2026.
Settlement
If the Return of Capital is approved by the Court, it is expected that Shareholders entitled to the Capital Repayment will be sent cheques or receive a credit to the bank account held on file for them or receive a credit to their CREST accounts on or before 28 September 2026. Cheques will be made out to the name of the Shareholder as it appears on the Company's register of members and posted to that Shareholder's address as it appears on such register. Cheques will be dispatched to Shareholders at their own risk.
As a default, all Shareholders will receive their proceeds in pounds sterling. The Company has put in place an International Funds Transfer facility with its Registrar, an optional payment method allowing Shareholders to receive payments electronically in their local currency.
Information for how to register your bank mandate in order to receive your proceeds electronically (whether in pounds sterling or through the International Funds Transfer facility) can be found by visiting the Registrar's shareholder portal at www.investorcentre.co.uk. If any shareholders experience issues, the Registrar has a dedicated helpline for Investor Centre queries at +44(0)370 873 5805. Shareholders wishing to receive their proceeds electronically should register their bank mandate no later than 14th September 2026.
Total Voting Rights
Following the exercise of Warrants as described above, the Company's issued share capital comprises 11,235,874,700 Ordinary Shares of £0.001 each, with each share carrying the right to one vote, and 11,235,874,700 B Shares of £0.002734 each with no voting rights. Therefore, the total number of voting rights in the Company is 11,235,874,700. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
General
Capitalised terms in this announcement have the meaning given to them in the Company's Circular dated 24 June 2026.
Enquiries
Satsuma Technology Plc IR@satsuma.digital
Website: www.satsuma.digital
Important notices
Canaccord Genuity Limited ("Canaccord Genuity") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the matters set out in the Circular and will not be responsible to anyone other than the Company for providing the protections to customers of Canaccord Genuity nor for providing advice in connection with the matters set out in this document or any other transaction or arrangement referred to in the Circular.
Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Requesting Shareholders' Proposal and will not regard any other person (whether or not a recipient of this announcement or the Circular) as a client in relation to the Requesting Shareholders' Proposal and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice, in relation to the Requesting Shareholders' Proposal or any other matter referred to in this announcement or the Circular.
Apart from the responsibilities and liabilities, if any, which may be imposed on Canaccord Genuity by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Canaccord Genuity nor any of its affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on behalf of it, the Company, the Directors or any other person, in connection with the Company or the Requesting Shareholders' Proposal, and nothing in this announcement or the Circular should be relied upon as a promise or representation in this respect, whether or not to the past or future. Canaccord Genuity and its respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or the Circular or any such statement.
This announcement and the Circular contains certain statements which are matters that are not historical facts. Forward looking statements are identifiable by words such as "believe", "expect", "intend" and similar expressions. These statements reflect the Company's current expectations concerning future events but actual results may differ materially from those indicated in this document. Any such forward-looking statements are subject to risks and uncertainties, including but not limited to the Bitcoin price, general economic conditions, acts of war or terrorism, changes in laws and regulations and their interpretation by government authorities and changes in financial or equity markets. These forward-looking statements do not amount to any representation that they will be achieved. They involve risks and uncertainties and relate to events and depend upon circumstances which may or may not occur in the future and there can be no guarantee of future performance. Undue reliance should not be placed on forward-looking statements which speak only as of the date of this announcement. Forward-looking statements in this document are current only as of the date on which such statements are made.
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