Update on Proposed Reduction of Capital
Satsuma Technology PLC has issued 11,235,874,700 B Shares of £0.002734 each, following shareholder approval for a capital reduction and the exercise of warrants. If the Court approves the reduction, shareholders will receive £30,718,881.43, equating to £0.002734 per B Share. The company has sold all its Bitcoin for £31,912,395 and has £35,324,953 in cash, with revised transaction and termination costs of £2,600,000 and £2,000,000 allocated for working capital. The Ordinary Shares were marked ex-entitlement to B Shares on August 4, 2026, with the Court hearing to confirm the capital return scheduled for September 8, 2026, and the expected cancellation of listing on September 14, 2026.
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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.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.