REG - Satsuma Tech PLC - Update on Board and intention to adjourn GM

Satsuma TechnologyAnnouncement

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RNS Number : 7519W  Satsuma Technology PLC  16 March 2026

 

 

This announcement contains information which, prior to its disclosure, was
inside information as defined under assimilated Regulation (EU) No. 596/2014
which is part of the laws of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (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.

 

16 March 2026

 

Satsuma Technology PLC

 

('Satsuma' or the 'Company')

 

Update on Board and intention to adjourn the Requisitioned General Meeting

 

Further to the announcement of 6 March 2026, the Board has held further
discussions with Shareholders with respect to the two remaining Resolutions
that are capable of being put to the Requisitioned General Meeting convened
for 10:00 a.m. on 19 March 2026. In light of these discussions and the
intention of the Board to appoint the two proposed Directors to the Board as
Non-Executive Directors (which is explained further in this announcement), the
Board intends for the Chairman to adjourn the Requisitioned General Meeting
until further notice (sine die), without the Resolutions being put to the
meeting for voting.

 

Background

 

Since the receipt by the Board of the Requisitions in late January 2026, the
Board has held numerous discussions with a large proportion of the Shareholder
base.

 

From these discussions it was clear that the executive Directors had lost the
confidence of the majority of Shareholders, and that there were no
circumstances in which that confidence could be restored. It was also clear to
the Board and Shareholders that the cost base for the Company was too high and
had been built to support a scale of activity that is no longer deliverable in
the current market.

 

In light of the Requisitions and the feedback from Shareholders, the Board
reached agreement with both Henry Elder, the former Chief Executive Officer
and Andrew Smith, the former Chief Financial Officer, to resign as Directors
of the Company and to cease their employment.

 

These departures left the Company with no executive Directors. Accordingly,
and on a temporary basis only, Ranald McGregor-Smith agreed to become
Executive Chairman and Clive Carver agreed to become an Executive Director for
a period to end at the Annual General Meeting expected to be held in June
2026.

 

The Board has also already taken action to reduce costs with significant
annualised reductions actioned or planned.

 

The remaining Resolutions

There have been constructive conversations with both of the proposed new
Non-Executive Directors, and whilst neither have a background in Bitcoin
Treasury companies, they have a clear focus on cutting costs, a process which
is in progress with work still to do.

 

Each has extensive commercial and regulatory experience, which is very similar
to that of Ranald McGregor-Smith and Clive Carver, who joined the Board to
provide corporate governance oversight as non-executives in December 2025, but
who have now stepped in to temporary executive roles.

 

The Shareholder consensus referred to above did not extend to the future
direction of the Company. To therefore appoint the two new proposed Directors
appeared to duplicate the skills already present on the Board. Accordingly,
the Board's view was that it would be more appropriate for the appointment to
be limited to just one of those nominated.

 

However, based on the views of a majority of Shareholders it was clear that
the requisitioned Resolutions proposing the appointment of both new
Non-Executive Directors had levels of support that meant they would be carried
regardless.

 

To avoid incurring undue further costs and disruption, the Board has therefore
informed the two proposed new Directors that, subject to the customary
regulatory checks, the Board has agreed to appoint them as Non-Executive
Directors.

 

In light of these circumstances, none of the Resolutions set out in the Notice
of Requisitioned General Meeting included in the Circular are likely to be
applicable by the time of the Requisitioned General Meeting convened for 19
March 2026 and, accordingly, the Chairman intends to adjourn the Requisitioned
General Meeting until further notice (sine die), without the Resolutions being
put to the meeting for voting.

 

Capitalised terms used in this announcement shall have the meanings ascribed
to them in the circular published by the Company on 19 February 2026 (the
"Circular"), unless the context otherwise requires.

 

 

 Satsuma Technology PLC                                               via Data Counsel

 Data Counsel

 Steffan Williams                                                     satsuma@datacounsel.uk (mailto:satsuma@datacounsel.uk)

 William Barker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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