REG - London BTC Company - Cancellation of Debt Obligation to Directors

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RNS Number : 1974R  London BTC Company Limited  02 February 2026

 

 

LONDON BTC COMPANY LIMITED

 

Cancellation of Outstanding Internal Debt Obligation to Directors

 

London, New York,  02 February 2026 - London BTC Company Limited ("Company")
(BTC: LSE, VINZF: OTCQB), the London Stock Exchange Main Market-listed bitcoin
mining and treasury company with operations across North America announces the
repayment of loans to its directors, as announced on 30 June 2025, two senior
Directors of the Company, Mr Lenigas and Mr Edelman, lent their personal
shares to the Company in order that the Company could retire its convertible
loan note with its US investor. This was done to protect the Company's liquid
assets and to keep such assets allocated to growing the Company's operations,
the two Directors have agreed to their loans being repaid by the issue of new
ordinary shares in the Company shares in lieu of cash ("New Shares").

 

The repayment of the loans by the Company to the two Directors could
constitute a material related party transaction for the purpose of Rule 7.3 of
the FCA's Disclosure and Transparency Rules. The transaction has therefore
been approved by the Company's Directors independent of the transaction, being
Robert Scott and Mahesh Pulandaran. David Lenigas and Jeremy Edelman recused
themselves from the board's consideration of this transaction and did not vote
on the relevant board resolutions. As such, the Directors who are not
personally interested in the repayment of the loans have agreed to issue
5,716,289 shares to each of David Lenigas and Jeremy Edelman to clear all of
the Company's outstanding obligations to them, including agreed interest.

 

Admission and Total Voting Rights

 

Applications will be made for the New Shares to be admitted to trading on the
Main Market of the London Stock Exchange plc ("Admission"). Admission is
expected to become effective on or around 05 February 2026.

 

After the issue and Admission of the 11,432,578 New Shares to Mr Lenigas and
Mr Edelman, the total number of voting rights attached to the Company's issued
share capital will be 358,846,093 ordinary shares. Total number of shares in
issue will be 358,846,093 ordinary shares. The Company does not hold any
shares in treasury.

 

The above figure of 358,846,093 shares may be used by shareholders as the
denominator for the calculation by which they can determine whether they are
required to notify their interest in, or a change of their interest in, the
Company under the Financial Conduct Authority Disclosure Guidance and
Transparency Rules.

 

The shareholdings in the Company of the Directors after the issue of the New
Shares will be as follows:

 

 Name                                     Shares      % Held
 D Lenigas                                57,046,356  15.90%
 J Edelman                                55,666,356  15.51%
 Employee Benefit Trust                   50,740,204  14.14%
 Carimar International Holdings Limited,  153,000     0.04%

 (Rob Scott, Finance Director)

 

 

The directors of London BTC Company Limited accept responsibility for this
announcement.

For further information please contact:

 

 London BTC Company Limited                  Hewie Rattray, CEO hewie@ldnbtc.com

                                             David Lenigas, david@ldnbtc.com

                                             Rob Scott, Finance Director, rob@ldnbtc.com

                                             Jeremy Edelman, jeremy@ldnbtc.com
 First Sentinel (Corporate Adviser)          Brian Stockbridge

                                             brian@first-sentinel.com

                                             T: +44 (0) 20 3855 5551
 Clear Capital Markets (Broker)              Bob Roberts

                                             bobroberts@clear-cm.co.uk

                                             T: +44 (0) 20 3869 6080
 Marex Financial (Joint Broker and Advisor)  Angelo Sofocleous / Keith Swann / Matt Bailey (Broking)

                                             Email: corporate@marex.com

                                             T: +44 (0) 207 655 6000

 
About London BTC Company Limited

 

The Company's primary listing is on the London Stock Exchange (United Kingdom)
under the ticker "BTC.L" and it trades in the USA on the OTCQB under the
ticker "VINZF". The Company is building up a strategic Bitcoin holding through
acquiring Bitcoin as a treasury and currency management tool and through
adding Bitcoin generated from its mining operations in North America. The
Company currently operates Bitcoin miners hosted across multiple third-party
facilities in Indiana, Iowa, Nebraska and Texas (USA) and Labrador (Canada).

 

Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities ("PDMR") and persons closely associated with them
("PCA")

 

 1.     Details of the person discharging managerial responsibilities / person closely
        associated
 a)     Name                                                           David Lenigas
 2.     Reason for the Notification
 a)     Position/status                                                Director
 b)     Initial notification / Amendment                               Initial notification
 3.     Details of the issuer, emission allowance market participant, auction
        platform, auctioneer or auction monitor
 a)     Name                                                           London BTC Company Limited

 b)     LEI                                                            9845006607892CED8456
 4.     Details of the transaction(s): section to be repeated for (i) each type of
        instrument; (ii) each type of transaction; (iii) each date; and (iv) each
        place where transactions have been conducted
 a)     Description of the Financial instrument, type of instrument    Ordinary shares
        ISIN                                                           VGG9520B1004
 b)     Nature of the transaction                                      Issue of shares pursuant to a call on shares loaned to the company
 c)     Price(s) and volume(s)                                         Price(s)    Volume(s)
                                                                       NIL         5,716,289

 
 d)     Aggregated information:

        · Aggregated volume                                            Single transaction

        · Price
 e)     Date of the transaction                                        02 February 2026
 f)     Place of the Transaction                                       Outside a trading venue

 

d)

Aggregated information:

· Aggregated volume

· Price

 

Single transaction

 

e)

Date of the transaction

02 February 2026

f)

Place of the Transaction

Outside a trading venue

 

 1.     Details of the person discharging managerial responsibilities / person closely
        associated
 a)     Name                                                           Jeremy Edelman
 2.     Reason for the Notification
 a)     Position/status                                                Director
 b)     Initial notification / Amendment                               Initial notification
 3.     Details of the issuer, emission allowance market participant, auction
        platform, auctioneer or auction monitor
 a)     Name                                                           London BTC Company Limited

 b)     LEI                                                            9845006607892CED8456
 4.     Details of the transaction(s): section to be repeated for (i) each type of
        instrument; (ii) each type of transaction; (iii) each date; and (iv) each
        place where transactions have been conducted
 a)     Description of the Financial instrument, type of instrument    Ordinary shares
        ISIN                                                           VGG9520B1004
 b)     Nature of the transaction                                      Issue of shares pursuant to a call on shares loaned to the company
 c)     Price(s) and volume(s)                                         Price(s)    Volume(s)
                                                                       NIL         5,716,289

 
 d)     Aggregated information:                                         Single transaction

        · Aggregated volume

        · Price
 e)     Date of the transaction                                        02 February 2026
 f)     Place of the Transaction                                       Outside a trading venue

 

d)

Aggregated information:

· Aggregated volume

· Price

 Single transaction

 

e)

Date of the transaction

02 February 2026

f)

Place of the Transaction

Outside a trading venue

 

 

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