REG - B HODL PLC - Admission to the AQSE Growth Market

Close BrothersAnnouncement

22/09/2025 08:15

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RNS Number : 1686A  B HODL PLC  22 September 2025

22 September 2025

B HODL Plc

("B HODL" or "The Company")

Admission to the AQSE Growth Market

B HODL Plc, the first British company founded for Bitcoin accumulation and
revenue generation from the Bitcoin in its treasury, is pleased to announce
that trading in its Ordinary Shares will commence at 8:00 a.m. today on the
AQSE Growth Market ("Admission"), under the ticker HODL and ISIN number
IM00BV6P5N30 (SEDOL: BV6P5N3).

Company Information

The Company has raised £13,335,256.38 before expenses by way of a direct
subscription by investors for 95,251,802 new ordinary shares in the Company
("Subscription Shares") at 14 pence per share ("Issue Price").

In addition, B HODL has raised a further £2,000,000 before expenses through
an increased and oversubscribed WRAP Retail Offer conducted on its behalf by
Winterflood Securities at the Issue Price. As a result, the Company has today
issued 14,285,718 new ordinary shares pursuant to the WRAP Retail Offer ("WRAP
Offer Shares").

As a result, B HODL has now raised a total of £15,335,256.90 before expenses
through the issue of 109,537,520 new ordinary shares at the Issue Price. The
Subscription Shares and WRAP Retail Offer Shares will be issued credited as
fully paid and will rank pari passu in all respects with the existing Ordinary
Shares, including for dividends and other distributions declared, paid or made
following Admission.

The Directors have a long-term vision to become a global player in Bitcoin
services, with a focus specifically on Lightning liquidity and infrastructure,
which they believe will be required for the Bitcoin eco-system to mature and
spread to mainstream adoption.

The core strategy of the Company is to generate revenues from a significant
and expanding Bitcoin treasury. Initially B HODL will focus on generating
revenue through the operation of lightning nodes.  It will use its own
Bitcoin Treasury to provide the liquidity required to permit the rapid scaling
of operations leading to increasing routing fees being secured. The Company
will seek to expand its revenue generating activities and adopt new
opportunities as they arise. The Directors believe that revenue generating
activities will grow and diversify markedly in the future.

B HODL intends to accumulate a significant amount of Bitcoin, as quickly as
possible, funded by further issues of Ordinary Shares.

Commenting, Freddie New, CEO of B HODL, said:

"Today's Admission is a landmark moment for B HODL. We are proud to be the
first listed British company dedicated from day one to Bitcoin accumulation
and revenue generation. The strong support we have received from our new
investors, with the WRAP offer upsized and closed early due to demand,
underlines the scale of interest in Bitcoin's long-term potential - both as an
asset and as a means of payment. With our Admission complete, we can now focus
on building our Bitcoin treasury and deploying it productively through
Lightning infrastructure. We believe this strategy positions us at the heart
of Bitcoin's next phase of growth and we are excited to be commencing this
journey with all our stakeholders."

Danny Scott, CBO of B HODL, said:

"We are delighted to welcome a broad base of new shareholders alongside our
strategic investors and look forward to this journey together. Our team has
been building in Bitcoin for over a decade, and we are determined to make B
HODL the leading UK listed Bitcoin company.

"The hard work of building the future of finance begins now."

Total Voting Rights

Following the issue of the 95,251,802 Subscription Shares and the 14,285,718
WRAP Offer Shares, the Company has 139,887,520 Ordinary Shares of £0.01 each
in issue, which also represents the total number of voting rights in the
Company. This figure should be used by shareholders 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 and Transparency Rules.

Directors Interests

The interests of the Directors and their immediate families and, so far as
they are aware having made due and careful enquiries, of persons connected
with them (all of which are beneficial, unless otherwise stated) (so far as is
known to the Directors, or could with reasonable diligence be ascertained by
them) in the Issued Share Capital at Admission are as follows:

 Name              Number of Ordinary Shares  % of Issued Share Capital  Number of Options*
 Daniel Scott      2,357,143                  1.69                       300,000
 Zakk Lakin        2,000,000                  1.43                       300,000
 Frederick New     2,000,000                  1.43                       300,000
 Allen Farrington  2,000,000                  1.43                       300,000
 David Boylan      2,000,000                  1.43                       300,000
 David Jaques      -                          -                          300,000

*        Each of the options is exercisable at the Issue Price and
vests on the first anniversary of Admission.

Major Shareholders

In so far as known to the Company, the following persons have an interest,
directly or indirectly, in the Company's capital or voting rights which is
equal or above 3% of its capital or total voting rights as at Admission:

 Name                  Number of Ordinary Shares  % of Issued Share Capital
 Adam Back             35,714,285                 25.53%
 CoinCorner            20,000,000                 14.30%
 Rise Investments Ltd  10,714,285                 7.66%
 Alexander Holt        8,571,428                  6.13%

Warrants in issue on Admission:

The Company has issued warrants to subscribe for Ordinary Shares at the Issue
Price as follows:

 Holder                                    Number       Performance Condition                                                  Exercise Period
 First Sentinel Corporate Finance Limited  142,857      None                                                                   Three years from Admission
 CoinCorner Limited                        1,398,875**  The Company's market capitalisation reaching or exceeding £1 billion   Five years from Admission

** The number of warrants to be issued to Coincorner was incorrectly stated in
the Admission Document.

The City Code

The Takeover Code (the "Code") applies to B HODL PLC (the "Company"). Under
Rule 9 of the Code, any person who acquires an interest in shares which, taken
together with shares in which that person or any person acting in concert with
that person is interested, carry 30% or more of the voting rights of a company
which is subject to the Code is normally required to make an offer to all the
remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30%
of the voting rights of such a company but does not hold shares carrying more
than 50% of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that person
acquires a further interest in shares which increases the percentage of shares
carrying voting rights in which that person is interested.

An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.

The Company has agreed with the Panel that the following persons are presumed
to be acting in concert in relation to the Company: CoinCorner Limited, Daniel
Scott, Charles Woolnough, David Boylan, Zakk Lakin and Michel Crosbie.

Following Admission, the members of the concert party will be interested in
27,421,427 shares, representing 19.61% of the voting rights of the Company.
Assuming exercise in full by the members of the concert party of warrants or
options (and assuming that no other person converts any convertible securities
or exercises any options or any other right to subscribe for shares in the
Company), the members of the concert party would be interested in 30,370,302
shares, representing approximately 21.26% of the enlarged voting rights of the
Company. A table showing the respective individual interests in shares of the
members of the concert party on Admission and following the exercise of the
convertible securities, warrants or options is set out below.

 

 Concert Party Member  Number of shares owned  % shareholding pre-Admission  Number of shares at Admission  % shareholding at Admission  Number of options and warrants  Number of shares following exercise of options and warrants  % shareholding following exercise of options and warrants
 CoinCorner Limited    20,000,000              65.90                         20,000,000                     14.30                        1,398,875                       21,398,875                                                   14.98
 Daniel Scott          2,000,000               6.59                          2,357,142                      1.69                         300,000                         2,657,142                                                    1.86
 Charles Woolnough     -                       -                             714,285                        0.51                         0                               714,285                                                      0.50
 David Boylan          2,000,000               6.59                          2,000,000                      1.43                         300,000                         2,300,000                                                    1.61
 Zakk Lakin            2,000,000               6.59                          2,000,000                      1.43                         300,000                         2,300,000                                                    1.61
 Michael Crosbie       350,000                 1.15                          350,000                        0.25                         650,000                         1,000,000                                                    0.70
 Total                 26,350,000              86.82                         27,421,427                     19.61                        2,948,875                       30,370,302                                                   21.26

 

Admission Statistics

 Total Number of Subscription Shares to be issued                95,251,802
 Total Number of WRAP Shares to be issued                        14,285,718
 Issued Share Capital on Admission                               139,887,520
 Percentage of Issued Share Capital represented by New Shares    78.3%
 Number of Warrants outstanding immediately following Admission  1,541,732
 Number of Options outstanding immediately following Admission   2,950,000
 Gross Proceeds of the Subscription and WRAP Retail Offer        £15,335,256.90
 Net Proceeds of the Subscription and WRAP Retail Offer          £15,024,842
 Market capitalisation on Admission                              £19,584,252.80

Notes

The definitions used in this announcement have the same meaning as they have
in the Admission Document.

The Directors of the Company accept responsibility for the contents of this
announcement.

For further information, please contact:

 B HODL
 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                          paul.shackleton@first-sentinel.com
 Beatriz Iribarren                        beatriz.iribarren@first-sentinel.com
 Celicourt Communications (Financial PR)  +44 (0)20 7776464
 Mark Antelme                             bhodl@celicourt.uk
 Jimmy Lea

 

Accountant's Report on the Unaudited Pro Forma Net Asset Statement

 

The Directors B HODL PLC

19-21 Circular Road,

Douglas

IM1 1AF

Isle of Man

 

22 September 2025

 

Dear Sirs,

We report on the Unaudited Pro Forma Statement Of Net Assets in the
Supplementary Admission Information, which is based on the description in the
Statement. This information is for illustrative purposes to show the potential
effects of a transaction, such as a share issue, on the company's financial
information, using the accounting policies of B HODL PLC. It addresses a
hypothetical situation and does not represent actual financial results.

The directors are responsible for preparing the Pro Forma Net Asset Statement
Information in accordance with relevant regulations, including clearly stating
the basis of preparation and ensuring adjustments are accurate and
explained.

 

Our role as reporting accountants is to provide an opinion on the proper
compilation of this information, as required by regulations. We do not assure
the underlying historical data. Our work followed UK Standards for Investment
Reporting (SIRs) and involved reviewing adjustments, comparing data to
sources, and discussing the information with directors. We aimed to reasonably
assure that the Pro Forma Net Asset Statement is properly compiled and
consistent with B HODL's accounting policies.

In our opinion, the Unaudited Pro Forma Net Asset Statement Information is
properly compiled on the stated basis, and this basis aligns with B HODL's
accounting policies.

 

For the purpose of providing supplementary Admission information under the
AQSE Growth Market Access Rule Book, we confirm the information in this report
is

accurate and contains no material omissions.

 

Yours faithfully,

 

Edwards Veeder (UK) Limited

Reporting Accountants

 

 

 

 

 

 

 

 

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