Notice of General Meeting
21/11/2025 14:13
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, Japan, the Republic of South Africa, Australia, New Zealand or any jurisdiction where to do so would constitute a violation of the relevant laws in that jurisdiction or which would require any registration or licensing within that jurisdiction.
Kasei Digital Assets Plc
("Kasei" or the "Company")
Proposed Return of Capital to Existing Shareholders
Proposed cancellation of Share Premium Amount
Proposed Investment by New Investors
Approval of waiver of obligations under Rule 9 of the Takeover Code
Board Changes
Modification of Investing Policy
Change of Name
and
Notice of General Meeting
The Company previously announced on 30 April 2025 and 6 November 2025, that it had been exploring plans to return capital to shareholders. Initially, the Board considered a solvent liquidation of the Company but now intends to undertake a Return of Capital to its Existing Shareholders. The Board has reached agreement with certain investors (the "
Investors
") (as detailed below) to invest in the Company and support a modified strategy focused on becoming a listed investment vehicle with a primary focus on Bitcoin.
Background and Information on Kasei
Kasei was admitted to trading on AQSE in November 2021 as an investing company focused on providing public market investors with exposure to the rapidly evolving digital asset and blockchain sector. The Company's initial strategy was to build a diversified portfolio of crypto-assets and associated technologies, including both direct holdings in cryptocurrencies and minority investments in businesses operating in the digital asset ecosystem.
However, the Company has not been successful in delivering against this strategy. A combination of adverse market conditions, volatility in digital asset valuations and an inability to raise further capital left the Company without the critical mass or funding necessary to execute its investment objectives. In particular, the downturn in the crypto markets over 2022 to 2024 made it increasingly difficult to realise gains from the portfolio or to attract new institutional or retail interest in the stock.
Since admission to trading on AQSE, Kasei's share price has experienced a sustained decline, reflecting both the lack of progress against its original strategy and limited market liquidity. The Company's shares have traded at a significant discount to NAV, with minimal daily volumes, and its market capitalisation stood at approximately £3.0 million as at the Latest Practicable Date. These issues have further restricted the Company's ability to raise funds or broaden its shareholder base.
Following a strategic review conducted by the Board in early 2025, the Company concluded that it would be in the best interests of shareholders to realise the value of its crypto holdings and return available cash to investors. This process of realising the value of crypto-assets has now been completed. The resulting cash balance after the payment of creditors and accrued fees and expenses, is expected to be approximately £3.4 million. The Company now proposes to return this cash to shareholders via a court-approved capital reduction.
Proposed Return of Capital, Proposed cancellation of Share Premium Amount, and Proposed Investment by New Investors
The Return of Capital will comprise the return to Existing Shareholders of approximately £3.4 million, together with a further contribution (the "
Premium
") of £100,000 from the Investors, as part of a broader recapitalisation and strategic repositioning of the Company. The Return of Capital will be implemented by way of a court-approved capital reduction involving the cancellation of all Existing Ordinary Shares (to be reclassified as B Shares) and the cancellation of the Share Premium Amount.
To support this transition, the Company has arranged the Subscription of £200,000, which will provide the Premium to Existing Shareholders receiving the Return of Capital together with working capital for the Company. This is intended to be followed by a larger capital raise, planned following completion of the Proposals, to enable the Company to begin its investment operations.
Share Capital Restructuring and Return of Capital
The Board has concluded that the Company is not currently of a scale or structure suited to delivering long-term shareholder value in its current form. As part of the Proposals, the Company intends to implement the Return of Capital to existing shareholders and to restructure its share capital in order to facilitate a recapitalisation of the Company, enable new investment, and reposition the Company for its modified strategy.
These steps are interdependent and subject to Court confirmation and will be proposed for approval by shareholders at the forthcoming General Meeting.
Following approval of the Resolutions at the General Meeting, the Company will make an application to the Court to confirm the Reduction of Capital. The record date for determining entitlements for B Shares is 6:00 p.m. on 16 January 2026. At 8:00 a.m. on 19 January 2026, the Existing Ordinary Shares will be converted to B Shares, and each B Share holder will be issued 10 B Shares for each Existing Ordinary Share held at the Capital Reduction Record Date. The proceeds for the Capital Sum will also be placed in a separate escrow account by the Company on the Capital Reduction Record Date.
Conditional on confirmation by the Court of the Reduction of Capital, it is expected that, at 8:00 a.m. on the following day, 21 January 2026, Admission of the 20,000,000 New Ordinary Shares will occur. As all Existing Ordinary Shares will be converted into B Shares on 19 January 2026 and no New Ordinary Shares will be admitted until 8:00 a.m. on 21 January 2026, the Company's shares will be suspended from trading on the AQSE Growth Market for the duration of 19 January 2026 and 20 January 2026. Trading is expected to be restored at market open on 21 January 2026. The Court will consider the Reduction of Capital at a final hearing to be held on 20 January 2026.
The
Company intends to remain admitted to trading on the AQSE Growth Market and will comply with the relevant AQSE Rules at all times.
For the avoidance of doubt if the Court does not confirm the Reduction of Capital, the Subscription will not proceed and the Company will return the proceeds of the Subscription to the Investors including the Premium. The B Shares would also then automatically convert back into Ordinary Shares.
Separately, alongside the share capital restructuring the Company intends to also seek the cancellation of the Surrendered Shares. As announced on 25 April 2023, Aalto Capital AB ("
Aalto
") agreed to voluntarily surrender 2,799,177 ordinary shares of £0.01 each in the capital of the Company and to surrender 4,166,667 warrants with an exercise price of 12p in return for the Company agreeing not to pursue any further legal action against Aalto in respect of the non-payment of sums relating to the fundraise announced on 13 February 2023. Since that time, the Surrendered Shares have been held by the Company, and no voting rights have been exercised. Subject to the approval of the High Court, the Company now proposes to cancel the Surrendered Shares on terms that, upon the cancellation taking effect, any liability (including of any former holder) to pay up any unpaid amount on those shares shall be released and extinguished.
Effect of the Return of Capital on Shareholders
The reclassification of all the Existing Ordinary Shares into B shares and their subsequent cancellation pursuant to the Return of Capital, will result in all Existing Ordinary Shareholders ceasing to be members of the Company.
The Subscription
The Investors intend to subscribe for 20 million New Ordinary Shares at a price of 1p per share to raise gross proceeds of approximately £200,000. The proceeds will provide the working capital required to maintain the Company's AQSE listing and fund the Premium and are expected to be sufficient for the Company's short-term requirements; however, further funding will be needed to support its ongoing operations and longer-term objectives. In addition, the Investors will be granted one Warrant for every New Ordinary Share subscribed for, amounting to a total of 20,000,000 Warrants. The Investment will be made under the Company's existing share authorities.
The Subscription by the certain Investors as detailed below (the "
Key Investors
") falls within the scope of Rule 9 of the UK Takeover Code ("
Code
"). As the Key Investors will be classified as a concert party under the Code, the Company will seek approval to a waiver under Rule 9 of the Takeover Code from the independent shareholders at the General Meeting.
The Takeover Code and Waiver of Rule 9
The Takeover Code applies to Kasei. 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 individuals are acting in concert in relation to the Company: Kwasi Kwarteng, Paul Withers, Daniel Howe, Jai Patel, Brendan Kearns, and Sam Daughtry. These individuals have been working together in connection with the Proposals and are regarded by the Panel as acting in concert for the purposes of the Code.
Following Admission, the members of the concert party will be interested in 14,400,000 shares, representing 72.00% of the voting rights of the Company. In addition, the members of the concert party will hold 14,400,000 Warrants. Assuming exercise in full by the members of the concert party of the Warrants (and assuming that no other person converts any Warrants), the members of the concert party could be interested in 28,800,000 shares, representing approximately 83.72% of the enlarged voting rights of the Company.
The exercise by the members of the concert party of the Warrants described above would normally trigger an obligation for an offer to be made under Rule 9. However, the Panel has agreed to waive this obligation such that there will be no requirement for an offer to be made in respect of the exercise of such Warrants.
Following Admission, the members of the concert party will hold shares carrying more than 50% of the voting rights of the Company and (for so long as they continue to be acting in concert) may accordingly increase their aggregate interests in shares without incurring any obligation to make an offer under Rule 9, although individual members of the concert party will not be able to increase their percentage interests in shares through or between a Rule 9 threshold without Panel consent.
Following Admission, Paul Withers will be interested in shares carrying more than 30% of the voting rights of the Company but will not hold shares carrying more than 50% of the voting rights of the Company. For so long as he continues to be acting in concert, any increase in his aggregate interest in shares will be subject to the provisions of Rule 9.
The Panel has agreed, subject to the approval of the Independent Shareholders on a poll at the General Meeting (on which the Concert Party members will not vote) subject to the Return of Capital being approved by the Court, to waive the obligation under Rule 9 of the Code for the Concert Party to make a general offer to Shareholders as a result of the issue of the New Ordinary Shares to the Concert Party pursuant to the Subscription.
Accordingly, a resolution to approve the Waiver by the Independent Shareholders will be proposed at the General Meeting and will be taken on a poll. The Waiver will be conditional on the approval of the Independent Shareholders.
Shareholders should also note that in the event the Waiver Resolution is approved at the General Meeting, the Concert Party will not be restricted from making an offer for Kasei should it choose to do so.
Information on the Concert Party
The Concert Party is comprised of Kwasi Kwarteng, Paul Withers, Daniel Howe, Jai Patel, Brendan Kearns, and Sam Daughtry, all of whom are participating in the Investment and have collaborated in the development of the Proposals. In aggregate, they will subscribe for 14,400,000 New Ordinary Shares representing 72.00% of the Company's share capital, and the percentage holding of the Concert Party may increase further in the event that Warrants (to be granted as part of the Investment) are exercised. These Concert Party Members are expected to hold the following number of ordinary shares:
| Name | Proposed Shareholding | Percentage of Concert Party Shareholding | Number of Warrants | Maximum number of Shares the Concert Party will hold if Warrants are exercised | Maximum Percentage of Shares held if only Concert Party exercise Warrants |
| Paul Withers | 7,500,000 | 37.50% | 7,500,000 | 15,000,000 | 43.60% |
| Daniel Howe | 2,500,000 | 12.50% | 2,500,000 | 5,000,000 | 14.53% |
| Kwasi Kwarteng | 2,500,000 | 12.50% | 2,500,000 | 5,000,000 | 14.53% |
| Jai Patel | 1,250,000 | 6.25% | 1,250,000 | 2,500,000 | 7.27% |
| Brendan Kearns | 350,000 | 1.75% | 350,000 | 700,000 | 2.03% |
| Sam Daughtry | 300,000 | 1.50% | 300,000 | 600,000 | 1.74% |
| Total | 14,400,000 | 72.00% | 14,400,000 | 28,800,000 | 83.72% |
| Publication of the circular to Shareholders and Notice of GM | 21 November 2025 |
| Latest time and date for receipt of Forms of Proxy and Electronic Proxy Appointments for the General Meeting | 10:00 a.m. on 5 December 2025 |
| Time and Date of the General Meeting | 10:00 a.m. 9 December 2025 |
| Announcement of result of General Meeting | 9 December 2025 |
| Change of Name to Stack Bitcoin Treasury plc and change of TIDM (timing indicative only and subject to registration at Companies House) | Within 14 days of publication of this Document |
| Capital Reduction Record Datefor Return of Capital and entitlements to additional B Shares | 6:00 p.m. on 16 January 2026 |
| Conversion of Existing Ordinary Shares to B Shares and issue of additional B Shares (timing indicative only and subject to shareholder and Court approvals) | 19 January 2026 |
| Suspension of trading of Existing Ordinary Shares on AQSE | 19 and 20 January 2026 |
| Change and enablement of ISIN | On Admission |
| Resumption of trading on AQSE | 21 January 2026 |
| Admission of New Ordinary Shares | 21 January 2026 |
| Issue of the New Ordinary Share Certificates | Within 10 Business Days of Admission |
| With regard to the Return of Capital: | |
| Court hearing in respect of directions | 17 December 2025 |
| Court hearing to confirm Return of Capital | 20 January 2026 |
| Credit CREST accounts or despatch cheques in respect of the Capital Repayment on the B Shares | Within 12 days of Admission |
| Number of Existing Ordinary Shares (to be reclassified as B Shares) that will be cancelled prior to the Return of Capital | 30,429,174 |
| Surrendered Shares to be cancelled | 2,799,177 |
| Subscription share price | £0.01 |
| Number of New Ordinary Shares to be issued in the Subscription | 20,000,000 |
| Warrants to be issued to Subscribers | 20,000,000 |
| Gross proceeds from the Subscription | £200,000 |
| Estimated Return of Capital to Existing Shareholders (from realised assets and the Premium) | c. £3.5m |
| Number of New Ordinary Shares following the Subscription | 20,000,000 |
| Kasei Digital Assets Plc Jai Patel Chief Investment Officer | Jai.patel@kaseiholdings.com |
| VSA Capital Limited (AQSE Corporate Adviser) Andrew Raca Oriol Parache Sam Gurung | +44 (0) 20 3005 5000 |
| Act | means the Companies Act 2006 (as amended) |
| Admission | means the admission of the New Ordinary Shares to trading on the AQSE Growth Market |
| Aquis or AQSE | means the market for unlisted securities operated by the Aquis Stock Exchange Limited |
| AQSE Growth Market | means the Access Segment of the AQSE Growth Market operated by AQSE |
| AQSE Rules | means the Aquis Growth Market Access Rulebook for Issuers, which sets out the admission requirements and continuing obligations of companies seeking admission to, and whose shares are admitted to trading on, the Access Segment of the AQSE Growth Market |
| Acting in Concert | has the meaning attributed to it in the Takeover Code |
| Articles | means the existing articles of association of the Company or, where the context requires, the relevant articles of association to be adopted by the Company pursuant to the Resolution to be proposed at the General Meeting |
| B Shares | means the B Shares of £0.01 each in the capital of the Company |
| B Share Scheme | means the return of one penny per share pursuant to the redesignation, allotment, issue, and cancellation of the B Shares |
| Board or Directors | means the board of directors of the Company from time to time |
| Business Day | means any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading |
| Capital Reduction Record Date | 6:00 p.m. on 16 January 2026 |
| Capital Reorganisation | the reorganisation of the Company's share capital comprising the redesignation of Existing Ordinary Shares, creation of the B Shares, cancellation of Share Premium Amount and the Reduction of Capital |
| Capital Repayment | means the proposed repayment of 11.5 pence per 11 B Shares held pursuant to the B Share Scheme and the cancellation of the Share Premium Amount |
| Capital Resolution | means Resolution 1 set out in the Notice of General Meeting pursuant to which the Return of Capital is to be implemented |
| Capital Sum | means the aggregate amount of approximately £3.5m to be returned to Existing Shareholders, to be implemented by the way of a court-approved capital reduction |
| Certificated form | an ordinary share recorded on a company's share register as being held in certificated form (namely, not in CREST) |
| Company or Kasei | means Kasei Digital Assets plc, to be renamed Stack Bitcoin Treasury plc |
| Concert Party | means the Investors who are deemed to be acting in connection for the purposes of Rule 9 of the Takeover Code, as set out in this announcement |
| Connected Persons | has the meaning set out in section 252 and section 254 of the Act and includes spouse, children under 18 and any company in which the relevant person is interested in shares comprising at least one fifth of the share capital of that company |
| Court | means the High Court of Justice in England and Wales |
| Court Order | means the order of the Court confirming the Reduction of Capital |
| CREST | means the computerised settlement system (as defined in the CREST Regulations) to facilitate the transfer of title in shares and the holding of shares in uncertificated form which is operated 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, the CSS Operations Manual and the CREST Glossary of Terms |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended from time to time) |
| Current Directors | means the directors of the Company at the date of this announcement |
| Euroclear | Euroclear UK & International Limited, the operator of CREST |
| Existing Ordinary Shares | means the ordinary shares of £0.01 each in capital of the Company in issue as at the Latest Practicable Date |
| Existing Shareholders | means the shareholders of the Company at the Capital Reduction Record Date |
| FCA | means the Financial Conduct Authority of the United Kingdom |
| Final Court Hearing | means the date of the Court hearing to confirm the Reduction of Capital (or such later date as notified by the Company) |
| Form or Proxy | means the form of proxy for use at the GM |
| FSMA | means the Financial Services and Markets Act 2000 (as amended) |
| General Meeting or GM | means the general meeting of the Company to be held at the offices of VSA Capital, 42 New Broad Street, London, United Kingdom, EC2M 1JD at 10:00 a.m. on 9 December 2025 |
| Independent Shareholders | means Shareholders who are eligible to vote on the Waiver Resolution (excluding any member of the Concert Party) |
| Investors | means the investors who will subscribe for new Ordinary Shares pursuant to the Investment |
| Investing Policy | means the Company's strategy for investing in assets, as set out in this announcement, including its focus on direct investment in Bitcoin and related treasury management activities |
| Investment | means the proposed investment in the Company by the Investors |
| Investment Documents | means the documents to be entered into to effect the Investment, including the Subscription letters, Warrants and related ancillary agreements |
| Key Investors | means the subset of Investors acting in concert who are leading the Investment and are expected to acquire a controlling interest in the Company |
| Latest Practicable Date | 20 November 2025 being the date that is the latest practicable date prior to the publication of this Circular |
| NAV | means net asset value |
| Notice of GM | means the notice of the GM |
| New Ordinary Shares | means the new Ordinary Shares of £0.01 to be issued pursuant to the Investment |
| Ordinary Shares | means ordinary shares of £0.01 each in the capital of the Company |
| Overseas Shareholders | a Shareholder on the Capital Reduction Record Date with a registered address, or who is a citizen or resident of, or incorporated in, jurisdictions outside the United Kingdom |
| Panel or Takeover Panel | means the Panel on Takeovers and Mergers |
| Premium | means the £100,000 contributed by Investors to supplement the Total Cash to be returned to existing shareholders as part of the Return of Capital |
| Proposals | means together, the Capital Reorganisation, Return of Capital, the Investment, the Rule 9 Waiver, and related matters set out in this announcement |
| Proposed Directors | means Kwasi Kwarteng and Paul Withers |
| Reduction of Capital | the proposed cancellation of the B Shares, the Surrendered Shares and the cancellation of the Share Premium Account |
| Registrar or Neville Registrars | means Neville Registrars Limited, registrars to the Company whose address is at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD |
| Resolutions | the resolutions set out in the Notice of General Meeting |
| Return of Capital | the proposed return of capital to Existing Shareholders by the way of a reclassification and cancellation of B shares |
| RIS | an approved regulatory information service for the distribution of announcements to the public |
| Rule 9 | means Rule 9 of the Takeover Code |
| Share Premium Amount | means an amount of £152,790.86 standing to the credit of the share premium account of the Company |
| Shareholders | means holders of Existing Ordinary Shares of Kasei |
| Shareholder Approval | means approval by Shareholders and Independent Shareholders to the Proposals at the General Meeting |
| Stack Bitcoin Treasury plc | means the proposed new name of the Company, subject to shareholder approval |
| Subscription | means the fundraising round raising £200,000 through the issue of New Ordinary Shares at 1p each to new Investors |
| Surrendered Shares | means the 2,799,177 unpaid for Ordinary Shares registered in the name of the Company, as detailed in the Company's RIS dated 25 April 2023 |
| Takeover Code or Code | means the City Code on Takeovers and Mergers |
| Total Cash | means the existing cash reserves of the Company less costs plus approximately £100,000 receivable from the Investment |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland |
| Uncertificated form | an ordinary share recorded on a company's share register as being held in uncertificated form in CREST and title which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| VSA Capital | means VSA Capital Limited of 42 New Broad Street, London EC2M 1JD, the AQSE Corporate Adviser and Broker to the Company |
| Waiver or Rule 9 Waiver | means the waiver by the Panel of any requirement under Rule 9 of the Takeover Code for the Concert Party to make a general offer to Shareholders for the Company which would otherwise arise as a result of the issue of the shares to be issued pursuant to the terms of the Subscription and the Warrants |
| Waiver Resolution or Rule 9 Waiver resolution | means Resolution 5 set out in the Notice of General Meeting to approve the Waiver by Independent Shareholders on a poll vote |
| Warrants | means warrants issued by the Company to the Investors on the basis of one warrant for each New Ordinary Share subscribed for under the Investment, each entitling the holder to subscribe for one Ordinary Share on the terms set out in the applicable warrant instrument |
| £ or Pounds | means UK pounds sterling, being the lawful currency of the United Kingdom |