RCS - B HODL PLC - WRAP Retail Offer for up to £500,000

AberdeenAnnouncement

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RNS Number : 4204Z  B HODL PLC  16 September 2025

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OR IN PART, 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.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

16 September 2025

 

B HODL Plc

("B HODL" or the "Company")

 

WRAP Retail Offer for up to £500,000

 

B HODL, a British company founded for Bitcoin accumulation and revenue
generation, is pleased to announce a retail offer via the Winterflood Retail
Access Platform ("WRAP") in conjunction with its IPO on the Aquis Stock
Exchange ("AQSE"), to raise up to £500,000 (the "WRAP Retail Offer") through
the issue of new ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares").

 

Under the WRAP Retail Offer, WRAP Retail Offer Shares will be made available
at a price of £0.14 per share. In addition to the WRAP Retail Offer and as
announced earlier today, the Company has, subject to Admission (as defined
below), raised approximately £13.3 million (before expenses) by way of a
subscription for 95,251,802 New Ordinary Shares (the "Subscription Shares") at
14 pence per share ("Issue Price") (the "Subscription") in conjunction with
the Company's Admission to trading on the Access segment of the AQSE Growth
Market ("Admission").

 

Following the publication of the Company's Admission Document today, it is
anticipated that Admission will become effective and that dealings in the
Ordinary Shares pursuant to the Company's Admission to trading on AQSE will
commence at 8:00 am on 22 September 2025. Further information on B HODL and
its business is set out in the Admission Document available online at
https://bhodl.com/investors/company-documents
(https://bhodl.com/investors/company-documents)

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the
Subscription or Admission and the WRAP Retail Offer will complete upon
Admission. It is anticipated that Admission will become effective and that
dealings in the existing ordinary shares, the Subscription Shares and the WRAP
Retail Offer Shares will commence on the Access segment of the AQSE Growth
Market at 8:00 am on 22 September 2025.

 

About the Company

 

B HODL Plc was incorporated with the intention to capture the significant
growth potential of Bitcoin and the Bitcoin industry. B HODL is focused from
inception both on Bitcoin revenue generation and the ongoing growth of the
Bitcoin industry and ecosystem. The Company aims to generate revenues from its
holdings of Bitcoin, undertaking Bitcoin related operational activities,
primarily the operation of Lightning Nodes and routing Bitcoin transactions
through the Lightning Network. B HODL comprises a team which the Directors
believe includes some of the most experienced professionals currently working
in the Bitcoin space, as well as experts from paytech, financial services and
markets and the legal profession.

 

The Company will leverage its exclusive relationship with CoinCorner, a
leading British Bitcoin exchange, and acquire a significant Bitcoin treasury.
It will execute revenue generating and advisory services using its expert
management team and employees, who have, between them, over 40 years'
experience of operating across the entire spectrum of the Bitcoin ecosystem,
in addition to considerable depth of experience in financial services, law,
investment management, fintech and in start-up businesses

 

 

Admission Document

The Company has today published an Admission Document in compliance with the
requirements of the Aquis Stock Exchange Growth Market Access Rulebook. It
includes, inter alia, all information that is, under these rules, required for
an admission document which is not currently publicly available. Information
which is public includes, without limitation, all information available on the
Company's website (collectively, the "Public Record"). The Public Record can
be accessed freely.

 

WRAP Retail Offer

 

The Company is making the WRAP Retail Offer open to eligible investors
following release of this announcement and through certain financial
intermediaries. The Retail Offer is not being made into any jurisdiction other
than the United Kingdom. The Retail Offer is open to eligible investors in the
United Kingdom only, except in certain limited circumstances with the consent
of the Company and Winterflood Securities. For the avoidance of doubt,
applicants in the United States are not able to participate in the Retail
Offer.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for Retail Offer
Shares should contact their broker or wealth manager who will confirm if they
are participating in the Retail Offer.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

The Retail Offer is expected to close at 3:00 pm on 19 September 2025.
Eligible retail investors should note that financial intermediaries may have
earlier closing times. The result of the Retail Offer is expected to be
announced by the Company on or around 22 September 2025.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size of the retail offer at its
discretion. The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and
have the right to receive all dividends and other distributions declared, made
or paid after their date of issue.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Issue Price does not exceed
£500,000 or such other size as is agreed by the Company.

 

No offering document, prospectus or admission document has been or will be
submitted to be approved by the Financial Conduct Authority (or any other
authority) in relation to the WRAP Retail Offer, and investors' commitments
will be made solely on the basis of the information contained in this
announcement, the admission document available here:
https://bhodl.com/investors/company-documents
(https://bhodl.com/investors/company-documents) and any information that has
been published by or on behalf of the Company prior to the date of this
announcement by notification to a Regulatory Information Service in accordance
with the Financial Conduct Authority's Disclosure Guidance and Transparency
Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and
MAR as it forms part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).

 

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Issue Price does not exceed EUR 8
million (or the equivalent amount in GBP), calculated in accordance with the
Prospectus Rules Regulations Sourcebook of the Financial Conduct Authority
(the "FCA").

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

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.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of
FSMA. As such, there is no need for publication of a prospectus pursuant to
the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

The Company has published an admission document drawn up in compliance with
the requirements of the Aquis Stock Exchange Growth Market Access Rulebook.
The Admission Document does not constitute a prospectus. The Admission
Document is not an approved prospectus for the purposes of, and as defined in,
section 85 of FSMA, has not been prepared in accordance with the Prospectus
Rules and its contents have not been approved by the FCA or any other
authority which could be a competent authority for the purposes of the
Prospectus Regulation. The Admission Document will not be filed with or
approved by the FCA or any other government or regulatory authority in the UK.

 

Instructions for Interactive Investor Customers

Interested customers can call through to the Customer Service Team on 0345 607
6001 to subscribe.

 

Instructions For Other Platforms & Brokers

You should contact your platform/broker and ask for instructions to take part.
Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

Contact:

 

 B HODL                                    https://bhodl.com (https://bhodl.com)

 Freddie New, Chief Executive              freddie@bhodl.com

 Danny Scott, Chief Bitcoin Officer        danny@bhodl.com

 Communications Team                       comms@bhodl.com

 First Sentinel (AQSE Corporate Adviser)

paul.shackleton@first-sentinel.com
 Paul Shackelton                           beatriz.iribarren@first-sentinel.com

 Beatriz Iribarren
 

                                           44 (0)20 7776464

 Celicourt Communications (Financial PR)   bhodl@celicourt.uk

 Mark Antelme

 Jimmy Lea

 Winterflood Retail Access Platform

 Sophia Bechev                             WRAP@winterflood.com

 Kaitlan Billings                          +44(0) 20 3100 0214

 

44 (0)20 7776464

bhodl@celicourt.uk

 

 

Winterflood Retail Access Platform

Sophia Bechev

Kaitlan Billings

 

WRAP@winterflood.com

+44(0) 20 3100 0214

 

 

 

Further information on the Company can be found on its website at
https://bhodl.com (https://bhodl.com)

 

The Company's LEI is 984500E71103F4407E23

 

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

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or 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.

 

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 Ordinary 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 Ordinary Shares is being made in the United States. The
Ordinary 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 Ordinary 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.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). 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 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 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 FCA,
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 Share
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 Ordinary Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

First Sentinel Corporate Finance Limited ("First Sentinel"), which is
authorised and regulated by the FCA in the United Kingdom, is acting AQSE
Corporate Adviser to the Company in connection with the Subscription and
Admission. First Sentinel has not authorised the contents of, or any part of,
this announcement, and no liability whatsoever is accepted by First Sentinel
for the accuracy of any information or opinions contained in this announcement
or for the omission of any material information. The responsibilities of First
Sentinel as the Company's AQSE Corporate Adviser as set out in the rules of
the AQSE Exchange Corporate Advisers Handbook are owed to Acquis Stock
Exchange Limited and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any part of this
announcement, or otherwise.

 

 

 

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