REG - Satsuma Tech PLC - Update on Prospectus and discussions with the FCA

Satsuma TechnologyAnnouncement

25/09/2025 07:00

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RNS Number : 7279A  Satsuma Technology PLC  25 September 2025

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.

25 September 2025

Satsuma Technology Plc

('Satsuma' or the 'Company')

Update on Prospectus and discussions with the FCA

Satsuma Technology PLC (LSE: SATS) today provides an update on the review of
its prospectus and discussions with the FCA.

Key points:

 * In dialogue with the FCA, Satsuma will seek readmission to the Equity Shares
(Commercial Companies) segment of the Official List.

 * The Company remains committed to the highest standards and will adopt the UK
Corporate Governance Code and rules.

 * Full prospectus being prepared; auditor and sponsor in the process of being
appointed.

 * The Company is working diligently to complete the uplisting on or before 30
December 2025.

 * The Company will announce significant milestones and developments in due
course.

As previously announced on 17 June 2025 and 6 August 2025, conversion of the
convertible loan notes issued by the Company (CLNs) is conditional upon, among
other things, a prospectus approved by the FCA and admission of the resulting
ordinary shares (CLN Shares) to the Official List and to trading on the London
Stock Exchange's Main Market. The Company has been working diligently with the
FCA to prepare, and for the FCA to approve, a secondary prospectus in respect
of the CLN Shares.

In dialogue with the FCA, it has been agreed that the developments to the
Company's business resulting from the significantly oversubscribed fundraising
amount to a reverse takeover and therefore that the Company will instead seek
readmission to the Equity Shares (Commercial Companies) segment of the
Official List (Uplisting).

The directors consider the Uplisting will provide the Company with greater
flexibility to refine and implement its business plan and strategy and, in the
longer term, will allow the Company to become eligible for inclusion in
relevant market indices. As a result of the Uplisting, the Company will adopt
the UK Corporate Governance Code published by the FRC and to comply with the
larger, more comprehensive rules governing the Equity Shares (Commercial
Companies) segment of the Official List.

In order to effect the Uplisting, the Company will be required to prepare a
full prospectus and identify and appoint a sponsor; the Company has commenced
both workstreams. The significant progress made by the Company in its existing
discussions with the FCA will be carried across to the new prospectus and
eligibility review, and therefore the Company looks forward to working with
the FCA to approve the Uplisting.

This process, however, will not be completed before 30 September 2025 - the
date by which the Company needed to have a prospectus approved for the CLNs to
convert automatically into CLN Shares. The Company anticipates a significant
number of CLN holders by value to elect to convert to CLN Shares
notwithstanding their entitlement to repayment of the CLNs after 30 December
2025.

The Company is working diligently to complete the Uplisting on or before 30
December 2025. The Uplisting remains subject to FCA approval.

The Company is in the process of selecting a new auditor, appropriate for a
company of the scale and ambition of the Company. The Company is in
discussions with the FCA regarding the circumstances that led to the
resignation of its previous auditors.

Henry K Elder, CEO, commented:

"This Uplisting is a pivotal milestone in our mission to become the
institutional standard-bearer for an emerging asset class in London. Adopting
the UK Corporate Governance code aligns with our commitment to the highest
standards of transparency and accountability as we build a company for the
long term. This is the first of many strategic developments we look forward to
sharing. I want to thank the FCA for their constructive engagement throughout
this process."

Enquiries:

 Satsuma Technology PLC                                        Tel: +44 (0) 20 3855 8888

 Matt Lodge, Chairman
 Yellow Jersey PR

 Charles Goodwin / Annabelle Wills                             Tel: +44 (0) 7747 788 221 / +44 (0) 7775 194 357

 First Sentinel Corporate Finance Limited - Financial Adviser

 Brian Stockbridge                                             Tel: +44 (0) 20 3855 5551
 Fortified Securities - Broker

 Guy Wheatley                                                  Tel: +44 (0) 7493 989014

 

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