Phoenix Digital - Phoenix Digital - Proposed Tender Offer
22/05/2024 07:01
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RNS Number : 3722P Phoenix Digital Assets PLC 22 May 2024
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.
Press release
22 May 2024
Phoenix Digital Assets PLC
("Phoenix" or "the Company")
Proposed Tender Offer to purchase Ordinary Shares for up to £33,687,500 at a
fixed price of 5.39p per Ordinary Share
Phoenix Digital Assets PLC (AQSE: PNIX), an investment firm, previously
announced that it intended to return value to shareholders at the latest
following the Bitcoin halving in April 2024 and that this would be achieved by
purchasing its own ordinary shares of £0.001 each ("Ordinary Shares") through
a tender offer at an amount equal to the Net Asset Value per share as
announced by the Company on a Regulatory Information Service from time to time
("Tender Offer").
The Company is pleased to confirm the commencement of the Tender Offer.
Highlights
· The Company will tender for up to 625,000,000 Ordinary Shares, representing
57.86% of the Company's current issued share capital.
· The price per Ordinary Share payable in the Tender Offer is 5.39p ("Price").
· The Price represents the Company's Net Asset Value (NAV) per share as at 21
May 2024 (details of which are set out in the annex to this announcement),
excluding any illiquid, private holdings. This NAV is a 35% premium to the
closing middle market price of Ordinary Shares on Aquis as of 21 May 2024.
· The Tender Offer is open for acceptance until 1pm on 13 June 2024.
· Completion of the Tender Offer is conditional upon shareholders approving in
general meeting a waiver of Rule 9 of the City Code on Takeovers and Mergers.
The requirement for the waiver resolution arises because certain shareholders
that are deemed to be acting in concert may increase their aggregate
percentage holdings of Ordinary Shares to 30% or more as a result of other
shareholders successfully tendering their shares in the Tender Offer.
· The Directors have committed to vote in favour of the proposed resolutions and
not to participate in the Tender Offer in respect of their individual holdings
of Ordinary Shares.
· A circular, form of acceptance and notice of general meeting, convening a
meeting for 11 June 2024, is expected to be posted to shareholders shortly.
Notice of General Meeting
Notice is given that the General Meeting of the members of Phoenix Digital
Assets PLC will be held at the offices of Fladgate LLP, 16 Great Queen Street,
London WC2B 5DG on 11 June 2024 at 3.00 p.m. to consider and, if thought fit,
pass ordinary resolutions to waive the requirements of Rule 9 of the Takeover
Code. The resolutions will be taken on a poll of Independent Shareholders.
Jonathan Bixby, Chairman of Phoenix, commented: "The Board has consistently
endeavoured to maximise shareholder value, and we have been highly successful,
correctly predicting the fall in cryptocurrency prices in November 2022, then
redeploying our capital to fully capture the buoyant cryptocurrency prices in
early 2024. This Tender Offer is a means of returning this value to
shareholders and safeguarding the future of Phoenix as we continue our
strategic aim of becoming the premier large cap crypto currency fund in the
UK."
Further details of the Tender Offer are set out in the annex to this
announcement.
Shareholders should take no action until they receive the circular, form of
acceptance and notice.
The Directors of Phoenix Digital Assets PLC accept responsibility for the
contents of this announcement.
For further information please contact:
Phoenix Digital Assets PLC
Jonathan Bixby +44 7876 888 011
Executive Chairman
First Sentinel
Corporate Adviser +44 7858 888 007
Brian Stockbridge
Tennyson Securities
Corporate Broker +44 207 186 9030
Peter Krens
About Phoenix
Phoenix Digital Assets PLC invests in a diversified portfolio of
cryptocurrency, and/or in companies or funds which have exposure to NFT or
blockchain technology. The Company's leadership team have an extensive track
record in the cryptocurrency sector and previously founded Argo Blockchain
PLC, a global crypto miner. Phoenix is headquartered in London, UK, and its
shares are listed on the Aquis Stock Exchange Growth Market under the ticker
symbol PNIX. https://www.getphoenix.co.uk (https://www.getphoenix.co.uk)
Important notes
This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Ordinary Shares
or other securities.
The full terms and conditions of the Tender Offer are set out in the Tender
Offer circular, which shareholders are advised to read in full.
Any response to the Tender Offer should be made only on the basis of the
information in the Tender Offer circular.
This announcement may contain, or have incorporated by reference into it,
'forward-looking statements' with respect to certain of the Company's plans
and its goals and expectations relating to its future financial condition,
performance, results, strategy and objectives.
These forward-looking statements are not guarantees or predictions of future
performance, may be based on a number of assumptions (which may or may not
themselves prove to be correct), and, by their nature, involve known and
unknown risks, uncertainties and other factors, including the factors set out
this announcement, many of which are beyond the Company's control, and which
may cause the actual results to differ materially from those expressed or
implied in the statements contained in this announcement. The Company's actual
results of operations, financial condition and the development of the business
sectors in which the Company operates may differ materially from those
expressed or implied in any forward-looking statement contained in this
announcement due to certain factors including, but not limited to, domestic
and global economic and business conditions, market-related risks pertaining
to the sectors in which the Company operates, the policies and actions of
regulatory authorities, geopolitical developments, market developments,
disruption to the availability, confidentiality or integrity of the Company's
information technology, digital systems and data (or those of its suppliers
and partners), the impact of competition, technological development,
inflation, deflation, foreign currency exchange rates, the timing, impact and
other uncertainties of any future acquisitions, combinations or divestments
within relevant industries, as well as the impact of tax and other legislation
and other regulations in the jurisdictions in which the Company operates. In
addition, even if the Company's actual results of operations, financial
condition and the development of the business sectors in which it operates are
consistent with the forward-looking statements contained in this announcement,
those results or developments may not be indicative of results or developments
in subsequent periods. Recipients of this announcement are cautioned not to
put undue reliance on forward-looking statements.
None of the Company, nor any of its officers, advisers or any other person
gives any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur, in part or in whole, and, other than as
required by applicable law, undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise, provided that such forward-looking statements will be
publicly updated if required by applicable law or regulation.
Statements of the intentions of the Company's directors reflect the present
intentions of the directors as at the date of this announcement and may be
subject to change as the composition of the board of directors alters, or as
circumstances require. Except as required by applicable law or regulation the
Company disclaims any obligation or undertaking to update or revise any
forward-looking statement in this announcement.
ANNEX
1. INTRODUCTION
The Board announced today that the Company proposes to make a capital return
of up to £33,687,500 by way of a tender offer. The Tender Offer will be
conducted at a fixed price of 5.39 pence per Ordinary Share. If the maximum
number of shares under the Tender Offer are tendered this would result in the
purchase of approximately 57.86% of the Company's current issued share
capital.
The Tender Offer is conditional upon the passing by Independent Shareholders
at the General Meeting of the Tender Offer Waiver Resolution.
2. BACKGROUND TO AND REASONS FOR THE TENDER OFFER
The Company was admitted to trading on AQSE on 16 April 2021 when it raised
£35,000,000 (before expenses). As at 20 March 2023 the Company had a net
asset value of £36.3 million (3.61p per share) including £28.87 million
(2.87p per share) in liquid crypto-assets but a bid price per share
representing a 58% discount to such net asset value. The Board was then and
remains of the opinion that the Ordinary Shares will continue trading at a
discount to the Company's net asset value in the short to medium term and
therefore it is appropriate to offer Shareholders an opportunity to exit.
Accordingly, on 20 March 2023, the Company announced that:
· it intended to return value to shareholders at the latest following the
Bitcoin halving then anticipated to take place in April 2024; and
· it intended to achieve this by purchasing its own shares through a tender
offer under which shareholders would have the opportunity to sell shares on a
pro-rata basis.
On 11 April 2023, the Company announced that the tender offer would be for a
maximum of 857,142,857 ordinary shares of £0.001 each and that the tender
offer price would be a maximum of whichever is the greater of 3.5p per share
and an amount equal to the Net Asset Value per share as announced by the
Company on a Regulatory Information Service from time to time.
On 26 May 2023, the Company's shareholders in general meeting approved the
cancellation of the Company's share premium account and authorised the
directors to buyback shares for the purpose of section 701 of the Companies
Act 2006. Subsequently, the High Court of England and Wales confirmed the
reduction of the Company's share capital by way of cancellation of its share
premium account.
On 21 May 2024, the Company had unaudited cryptocurrency and stablecoin assets
with a valuation of £69,831,000 (6.46p per share) and unaudited
cryptocurrency, stablecoin, cash and equity investments with a valuation of
£73,001,000 (6.76p per share) comprising:
Cryptocurrency and stablecoin £69,831,000
Cash £367,000
Equity investments £2,803,000
The cryptocurrency and stablecoin assets comprised:
Token Units Price $ US$ GBP
BTC 508.61 69,944 35,574,358 27,961,445
ETH 8,813.72 3,781.81 33,331,814 26,198,806
SOL 86,396 176.46 15,245,438 11,982,914
OP 732,899 2.88 2,110,749 1,659,049
NEAR 225,362 7.89 1,778,106 1,397,591
ATOM 57,902 8.85 512,433 402,772
IRON 60,938 1.44 87,751 68,972
USDT/C 203,220 1.00 203,220 159,731
Total - - 88,843,869 69,831,310
Accordingly, the Board has set the Tender Price at 5.39p per Ordinary Share, a
premium of 35% to the closing middle market price of an Ordinary Share on AQSE
on 21 May 2024, being the latest practicable date before the publication of
this announcement.
Shareholders should note that the unrealised profits on the Company's
cryptocurrency and stablecoin holdings will be realised during the Tender
Offer, resulting in a tax liability for the Company equating to 1.10p per
share. Shareholders should also note that the Directors have calculated NAV
after excluding the Company's illiquid investments.
The closing middle market price of an Ordinary Share on AQSE on the Latest
Practicable Date was 4.0p which represents a 38% discount to the Company's
latest unaudited cryptocurrency and stablecoin valuation per share, a 41%
discount to its latest unaudited total net asset value per share and a 29%
discount to its latest unaudited total net asset value after the expected tax
charge.
On 21 May 2024, the Company liquidated investments to generate £40,571,083 in
order to fund the Tender. Assuming full acceptance of the Tender Offer, the
Company expects to hold the following upon completion of Tender Offer:
Cryptocurrency and stablecoin £29,260,227
Cash £367,000
Equity investments £2,803,000
The cryptocurrency and stablecoin assets post Tender Offer will comprise
(using valuations at the Latest Practicable Date:
Token Units Price $ US$ GBP
BTC 0 0 0
ETH 8,602.9 3,781.81 32,534,508 25,572,112
SOL 0 0 0
OP 732,899 2.88 2,110,749 1,659,049
NEAR 225,362 7.89 1,778,106 1,397,591
ATOM 57,902 8.85 512,433 402,772
IRON 60,938 1.44 87,751 68,972
USDT/C 203,220 1.00 203,220 159,731
Total - - 37,226,792 29,260,263
3. THE TENDER OFFER
Under the Tender Offer, FSCF (acting as agent for the Company) will offer to
purchase up to 625,000,000 Ordinary Shares representing 57.86% of the current
issued Ordinary Shares, at the Tender Price.
The Tender Offer is conditional upon the passing of the Tender Offer Waiver
Resolution.
The Tender Offer will be open to all Qualifying Shareholders, being
Shareholders on the Register on the Record Date, who are not subject to the
securities laws of a Restricted Jurisdiction. The Tender Offer will close at
1.00 p.m. on 13 June 2024 and tenders received after that time will not be
accepted unless otherwise approved by FSCF (in consultation with the Company).
Qualifying Shareholders may participate in the Tender Offer by tendering a
proportion of their registered holdings of Ordinary Shares. Each Qualifying
Shareholder will be entitled to sell up to 57.86% of the number of Ordinary
Shares registered in their name on the Record Date, rounded down to the
nearest whole number of Ordinary Shares. This is referred to as a
Shareholder's Basic Entitlement. All Ordinary Shares validly tendered by any
Qualifying Shareholder up to their Basic Entitlement will be accepted in full.
The Tender Offer will also permit Qualifying Shareholders with the opportunity
to sell more than their Basic Entitlement (Excess Tenders) to the extent that
other Qualifying Shareholders sell less than their Basic Entitlement or do not
tender any Ordinary Shares (thereby creating Excess Capacity). If the number
of Ordinary Shares validly tendered is less than 625,000,000, Excess Tenders
will be accepted in proportion to the number of Ordinary Shares tendered so
that the total number of Ordinary Shares purchased pursuant to the Tender
Offer will not exceed 625,000,000.
To the extent that the aggregate Excess Tenders exceeds Excess Capacity,
Excess Tenders will be scaled down pro-rata to the total number of Ordinary
Shares so tendered by that Qualifying Shareholder.
Qualifying Shareholders who hold their Ordinary Shares in certificated form
who wish to participate in the Tender Offer must return a completed Tender
Form, together with any shares certificate(s) and/or other document(s) of
title so as to be received by the Receiving Agent by no later than 1.00 p.m.
on 13 June 2024. Qualifying Shareholders who hold their Ordinary Shares in
uncertificated form (that is, in CREST) who wish to participate in the Tender
Offer should not complete a Tender Form but should submit TTE instructions
electronically through CREST.
Once submitted, a Tender Form and/or a TTE instruction (as appropriate) is
irrevocable and cannot be withdrawn. Qualifying Shareholders should note that,
once tendered, Ordinary Shares may not be sold, transferred, charged or
otherwise disposed of.
Full details of the Tender Offer, including the terms and conditions on which
it is made, are set out in Part 3 of the Tender Offer circular and, for
Shareholders who hold their Ordinary Shares in certificated form, on the
Tender Form.
The Directors are not making a recommendation to Shareholders to sell or
tender their Ordinary Shares. Shareholders are not obliged to tender any
Ordinary Shares and Shareholders who wish to retain all of their investment in
the Company should not return a Tender Form or submit a TTE Instruction.
4. OVERSEAS SHAREHOLDERS
The attention of Shareholders who are not resident in the United Kingdom is
drawn to paragraph 7 of Part 3 of the Tender Offer circular headed "Overseas
Shareholders".
5. TAXATION
A summary of the taxation consequences of the Tender Offer for UK resident
Shareholders is set out in Part 4 of the Tender Offer circular. Shareholders
are strongly advised to obtain independent tax advice regarding their own tax
position.
6. TAkeover Code
Introduction
Under Rule 9 of the Takeover Code, any person who acquires an interest (as
defined in the Takeover Code) in shares which, taken together with shares in
which he is already interested and in which persons acting in concert with him
are interested, carry 30 per cent. or more of the voting rights of a company
which is subject to the Takeover Code, is normally required to make a general
offer to all the remaining Shareholders to acquire their shares at the highest
price paid by that person (or any persons acting in concert with them) for
shares in the company within the preceding 12 months.
Rule 9 of the Takeover Code also provides that any person, together with
persons acting in concert with that person, who is interested in shares which
in the aggregate carry not less than 30 per cent. of the voting rights of a
company to which the Takeover Code applies but does not hold more than 50 per
cent. of such voting rights will be unable, without the Panel's consent, to
acquire, either individually or together, any interest in any further voting
rights in the company without being required to make a general offer to
shareholders of that company to acquire their shares at the highest price paid
by that person (or any persons acting in concert with them) for shares in the
company within the preceding 12 months. Persons holding more than 50 per cent.
of the voting rights of a company which is subject to the Takeover Code will
normally have freedom to acquire further shares without being required to make
a general offer to shareholders of that company.
Under Rule 37 of the Takeover Code, when a company redeems or purchases its
own voting shares, any resulting increase in the percentage of shares carrying
voting rights in which a person or group of persons acting in concert is
interested will be treated as an acquisition for the purpose of Rule 9 of the
Takeover Code (although a shareholder who is neither a director nor acting in
concert with a director will not normally incur an obligation to make an offer
under Rule 9 of the Takeover Code).
Tender Offer Waiver Resolution
The Company has applied to the Panel for a waiver of Rule 9 of the Takeover
Code in order to permit the Company to make on-market purchases of Ordinary
Shares under the Tender Offer without triggering an obligation under Rule 9 of
the Takeover Code for the Concert Party to make a general offer to
Shareholders. The Panel has agreed, subject to the Independent Shareholders'
approval on a poll, to waive the requirement for the Concert Party to make a
general offer to all Shareholders where such an obligation would arise as a
result of purchases by the Company of up to 625,000,000 Ordinary Shares,
representing 57.86% of the current issued share capital of the Company.
The Concert Party (which includes the Directors) is currently interested in an
aggregate of 301,751,057 Ordinary Shares, representing 27.93% of the current
issued share capital of the Company. If the Company were to repurchase from
persons other than the Concert Party all the Ordinary Shares that are the
subject of the Tender Offer, the Concert Party's interest in Ordinary Shares
would (assuming no other allotments of Ordinary Shares) increase to 66.28 % of
the issued share capital of the Company by virtue of such actions.
If the members of the Concert Party, other than the Directors and their
connected persons (who, as per paragraph 7 of this Part 1, have irrevocably
undertaken not to accept the Tender Offer), accept the offer, the interest of
the Directors and their connected persons in Ordinary Shares would increase
from 13.63% to 32.35% of the issued share capital of the Company.
An increase in the percentage of the Ordinary Shares carrying voting rights in
which the Concert Party is interested, as a result of the Tender Offer, would
ordinarily result in the Concert Party being under an obligation to make a
general offer to all Shareholders under Rule 9 of the Takeover Code.
The Company will seek the separate approval of Independent Shareholders for
the Tender Offer, which will be proposed as an ordinary resolution taken on a
poll at the General Meeting. The Concert Party will not be entitled to vote on
the Tender Offer at the General Meeting.
Warrant Waiver Resolution
The Company has also applied to the Panel for a waiver of Rule 9 of the
Takeover Code in order to permit members of the Concert Party to exercise
their warrants and options without triggering an obligation under Rule 9 of
the Takeover Code for the Concert Party to make a general offer to
Shareholders. The Panel has agreed, subject to the Independent Shareholders'
approval on a poll, to waive the requirement for the Concert Party to make a
general offer to all Shareholders where such an obligation would arise as a
result of the exercise of the Concert Party's 32,750,000 warrants and options
over Ordinary Shares.
If the Concert Party were to exercise all of their 32,750,000 warrants and
options and there was no Tender Offer, the Concert Party's aggregate interest
in voting rights would increase from 27.93% to 30.05% of the Company's voting
rights, which would ordinarily result in the Concert Party being under an
obligation to make a general offer to all Shareholders under Rule 9 of the
Takeover Code.
The Company will seek the separate approval of Independent Shareholders for
the Warrant Waiver Resolution, which will be proposed as an ordinary
resolution taken on a poll at the General Meeting. The Concert Party will not
be entitled to vote on the Warrant Waiver Resolution at the General Meeting.
General
If both of the Waiver Resolutions are approved, no member of the Concert Party
will be restricted from making an offer for the Company following such
approval.
If both of the Waiver Resolutions are approved and if the consequence of the
Tender Offer is the Concert Party coming to hold more than 50% of the Ordinary
Shares, the Concert Party will be able to acquire further Ordinary Shares
without consequence under Rule 9. Note, however, that each separate member
of the Concert Party will not be able to increase their percentage interest of
Ordinary Shares over 30% of the issued share capital of the Company without
consulting the Panel.
Further information required by the Takeover Panel in connection with the
Waiver Resolutions is set out in Part 5 of the Tender Offer circular.
7. INTENTIONS OF THE DIRECTORS IN RELATION TO THE TENDER OFFER
As at the Latest Practicable Date, the Directors and their connected persons
were interested, in aggregate, in 147,262,698 Ordinary Shares, representing
approximately 13.63%. of the Current Issued share capital of the Company.
The Directors have irrevocably undertaken that neither they nor their
connected persons will accept the Tender Offer.
8. ACTION TO BE TAKEN - TENDER OFFER
The procedure for tendering Ordinary Shares depends on whether Ordinary Shares
are held in certificated or uncertificated form and is summarised below:
(i) Ordinary Shares held in certificated form
Qualifying Shareholders who hold Ordinary Shares in certificated form and who
wish to tender all or any of their existing holdings of Ordinary Shares should
complete the Tender Form in accordance with the instructions printed thereon
(including a witnessed signature) and in Part 3 of the Tender Offer circular,
and return it by post to Computershare Investor Services PLC, Corporate
Actions Projects, Bristol BS99 6AH or (during normal business hours only) by
hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS13 8AE. A prepaid envelope is enclosed for this purpose. Qualifying
Shareholders who hold their Ordinary Shares in certificated form must also
return with the relevant Tender Form their share certificate(s) and/or other
document(s) of title in respect of the Ordinary Shares tendered. Completed
Tender Forms must be received by not later than 1.00 p.m. on 13 June 2024.
(ii) Ordinary Shares held in uncertificated form (that is, in CREST)
Qualifying Shareholders who hold their Ordinary Shares in uncertificated form
and who wish to tender all or any of their existing holdings of Ordinary
Shares should tender electronically through CREST so that the TTE instruction
settles no later than 1.00 p.m. on 13 June 2024.
9. ACTION TO BE TAKEN - GENERAL MEETING
Shareholders are requested to complete, sign and return the form of proxy to
the Company's registrars, Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY as soon as possible but, in any event so as
to arrive by no later than 48 hours (excluding any day or part of a day that
is not a working day) before the time and date of the meeting. The completion
and return of a form of proxy will not preclude you from attending the meeting
and voting in person should you wish to do so.
If you would like to vote on the proposed Waiver Resolutions, you may appoint
a proxy in one of the following ways:
· Via the CREST electronic proxy appointment service (for CREST
members); or
· By completing the form of proxy and returning it to our registrars
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZY, as soon as possible. The form of Proxy must be received by 3.00 p.m.
7 June 2024.
10. warrants
The Company has warrants outstanding over 32,750,000 Ordinary Shares,
exercisable at 1p per share. The Company expects that a number of these
warrants (other than those held by members of the Concert Party) will be
exercised before the Record Date so that holders will become Qualifying
Shareholders and able to participate in the Tender Offer. These new Ordinary
Shares arising on exercise of the warrants will be included in the number of
Ordinary Shares in issue as at the Record Date, and therefore capable of
participating in the Tender Offer.
11. disclosure obligations
Under Rule 5.1.2 of the Disclosure Guidance and Transparency Rules (DTR),
certain substantial shareholders are required to notify the Company and the
FCA of the percentage of voting rights they hold as Shareholders through their
direct or indirect holdings of financial instruments, within the limits
referred to in the DTR. The percentage of voting rights held by a
Shareholder is likely to change as a result of the Company's purchase of
Ordinary Shares in the Tender Offer, which may give rise to an obligation on
the Shareholder to notify the Company and the FCA within two trading days of
becoming aware or deemed aware of the change. If you are in any doubt as to
whether you have a disclosure obligation, please contact your solicitor or
other professional adviser.
12. RECOMMENDATION
Tender Offer
The Directors consider that the Tender Offer is in the best interests of the
Company and its Shareholders as a whole.
The Directors make no recommendation to Shareholders in relation to
participation in the Tender Offer itself. Whether or not Shareholders decide
to tender their Ordinary Shares will depend, amongst other things, on their
own individual circumstances, including their own tax position and their view
of the Company's prospects. Shareholders are recommended to consult their duly
authorised independent advisers in making their own decisions.
Shareholders' attention is drawn, in particular, to the risk factors, the
further terms of the Tender Offer, UK tax considerations and the additional
information in the Tender Offer circular.
Waiver Resolutions
As all the Directors are members of the Concert Party, they are conflicted
from making any recommendation regarding the Waiver Resolutions. AHCF,
however, which is acting as independent financial adviser to the Company for
the purposes of the Takeover Code, considers the terms of the Waiver
Resolutions to be fair and reasonable insofar as the Independent Shareholders
and the Company are concerned. Accordingly, AHCF recommends that Independent
Shareholders vote in favour of the Waiver Resolutions at the GM.
DEFINED TERMS USED IN THIS ANNOUNCEMENT
In this announcement and the Tender Form, the following definitions apply
unless the context requires otherwise:
AHCF Alfred Henry Corporate Finance Limited, the Company's independent financial
advisor for the purpose of the Takeover Code.
AQSE the Access segment of the market of that name operated by the Aquis Exchange
PLC.
AQSE Rules the AQSE Growth Market Access Rulebook, which sets out the admission
requirements and continuing obligations of companies seeking admission to, and
whose shares are admitted to trading on AQSE.
Articles the articles of association of the Company from time to time.
Basic Entitlement the right to sell up to 57.86% of the number of Ordinary Shares registered
in a Qualifying Shareholder's name on the Record Date, rounded down to the
nearest whole number of Ordinary Shares.
Board or Directors the board of directors of the Company.
Business Day a day (other than a Saturday, Sunday or public holiday) on which banks are
generally open for business in London.
certificated or in certificated form an Ordinary Share which is not in uncertificated form.
Companies Act the Companies Act 2006, as amended.
Company Phoenix Digital Assets PLC (formerly NFT Investments Plc), a company
incorporated in England under company number 12495805 whose registered office
is at 9th Floor 16, Great Queen Street, London, England, WC2B 5DG.
Computershare Computershare Investor Services PLC, the Company's registrar and receiving
agent.
Concert Party the Directors and person presumed to be acting in concert with them.
CREST the relevant system (as defined in the CREST Regulations) for paperless
settlement of share transfers and the holding of shares in uncertificated form
which is administered by Euroclear.
CREST Manual the compendium of documents entitled CREST Manual issued by Euroclear from
time to time and comprising the CREST Reference Manual, the CREST Central
Counterparty Service Manual, the CREST International Manual, the CREST Rules,
CCSS Operations Manual and the CREST Glossary of Terms.
CREST member a person who has been admitted by Euroclear as a system-member (as defined in
the CREST Regulations).
CREST participant a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations).
CREST Regulations Uncertificated Securities Regulations 2001 (SI 2001 No. 3755).
CREST Rules the rules from time to time issued by Euroclear governing the admission of
securities to and the operation of the CREST UK System.
CREST sponsor a CREST participant admitted to CREST as a CREST sponsor being a sponsoring
system-participant (as defined in the CREST Regulations).
CREST sponsored member a CREST member admitted to CREST as a sponsored member.
CREST UK System the facilities and procedures of the relevant systems of which Euroclear is
the approved operator pursuant to the CREST Regulations.
Euroclear Euroclear UK & International Limited.
FCA Financial Conduct Authority.
FSCF First Sentinel Corporate Finance Limited, the Company's Corporate Advisor
under the AQSE Rules.
FSMA the Financial Services and Markets Act 2000, as amended.
General Meeting or GM the general meeting of the Company to be held at the offices of Fladgate LLP,
16 Great Queen Street, London, WC2B 5DG at 3.00 p.m. on 11 June 2024, or any
adjournment thereof.
Independent Shareholders the Shareholders other than the Concert Party.
ITA 2007 Income Tax Act 2007.
Latest Practicable Date 21 May 2024, being the latest practicable date prior to the publication of
this announcement.
member account ID the identification code or number attached to any member account in CREST.
Notice of General Meeting the notice of General Meeting set out in the Tender Offer circular.
Ordinary Shares the ordinary shares of £0.001 each in the capital of the Company.
Overseas Shareholders Shareholders who are citizens or nationals of, or resident in, jurisdictions
outside the United Kingdom.
Panel the Panel on Takeovers and Mergers.
participant ID the identification code or membership number used in CREST to identify a
particular CREST member or other CREST participant.
Qualifying Shareholders Shareholders entitled to participate in the Tender Offer, being those who are
on the Register on the Record Date and who are not Shareholders subject to the
securities laws of a Restricted Jurisdiction.
Receiving Agent or Registrar Computershare.
Record Date 6.00 p.m. on 13 June 2024.
Register the Company's register of members.
Restricted Jurisdictions each and any of Australia, Canada, Japan, New Zealand, the United States, the
Republic of South Africa and any other jurisdiction where the mailing of the
Tender Offer circular into or inside or from such jurisdiction would breach
any applicable law or regulations.
Settlement Date the date by which the consideration for Ordinary Shares tendered under the
Tender Offer will be settled by payment through CREST or despatched by cheque
to the Qualifying Shareholders entitled thereto, which is expected to be by 21
June 2024 in respect of Ordinary Shares held in CREST and by 21 June 2024 in
respect of Ordinary Shares held in certificated form.
Shareholders holders of Ordinary Shares.
Takeover Code the City Code on Takeovers and Mergers.
Tender Form the tender form accompanying the Tender Offer circular for use in connection
with the Tender Offer by Qualifying Shareholders who hold their Ordinary
Shares in certificated form.
Tender Offer the invitation by FSCF (as agent for the Company) to Qualifying Shareholders
to tender Ordinary Shares for purchase by the Company on the terms and subject
to the conditions set out in the Tender Offer circular and also, in the case
of certificated Ordinary Shares only, the Tender Form.
Tender Offer Waiver Resolution the resolution to approve a waiver of Rule 9 of the Takeover Code in the form
set out in resolution 1 of the Notice of General Meeting which, if passed,
would allow the Concert Parties to increase their aggregate shareholding in
the Company to 66.28% of the Company's voting rights, assuming no exercise of
warrants or options, and 68.55% assuming exercise of all warrants and options
held by the Concert Party.
Tender Price the tender price of 5 pence per Ordinary Share.
TFE instruction a transfer from escrow instruction (as defined by the CREST Manual issued by
Euroclear).
TTE instruction a transfer to escrow instruction (as defined by the CREST Manual issued by
Euroclear).
uncertificated form or in uncertificated form recorded on the Register as being held in uncertificated form in CREST and
title to which, by virtue of the Uncertified Securities Regulations, may be
transferred by means of CREST.
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland.
United States or US the United States of America, its territories and possessions, any state of
the United States of America, any other areas subject to its jurisdiction and
the District of Columbia.
Waiver Resolutions the Tender Offer Waiver Resolution and the Warrant Waiver Resolution.
Warrant Waiver Resolution the resolution to approve a waiver of Rule 9 of the Takeover Code in the form
set out in resolution 2 of the Notice of General Meeting which, if passed,
would allow the Concert Parties to exercise their warrants and options and
increase their aggregate interest to 30.05% of the Company's voting rights.
All quoted share prices contained in this announcement have been rounded to
the nearest pence. Unless otherwise indicated, all references in this
announcement to times are to London times.
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