REG - Vinanz Limited - WRAP Retail Offer for £1 million

VinanzAnnouncement

12/06/2025 16:45

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RNS Number : 6559M  Vinanz Limited  12 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

12 June 2025

 

Vinanz Limited

("Vinanz" or the "Company")

 

WRAP Retail Offer for £1 million and Change of Name

 

Vinanz Limited (BTC:L) the London Stock Exchange Main Market-listed Bitcoin
treasury company with active mining operations across the United States and
Canada, is pleased to announce the opening of a retail offer via the
Winterflood Retail Access Platform ("WRAP Retail Offer") to raise
approximately £1 million through the issue of approximately 7.3 million new
ordinary shares of no-par value each in the capital of the Company ("WRAP
Retail Offer Shares"), at a price of  13.75 pence per share ("Issue
Price").

 

It should be noted that the Company recently announced on 5 June 2025 its
intention to change its name to London BTC Company Limited and this is being
actioned.

 

In addition, the Company also announced on 19 May 2025 that it has added 16.9
Bitcoin to treasury and that it intended to add further Bitcoin to the balance
sheet.

 

The proceeds of the WRAP Retail Offer will be utilised to expand upon the
Company's business strategy as outlined in its recent LSE prospectus.

 

The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being
admitted to trading on the Main Market of London Stock Exchange plc
("Admission"). It is anticipated that Admission will become effective and that
dealings in the WRAP Retail Offer Shares will commence on the London Stock
Exchange, at 8:00 a.m. on 20 June 2025.

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail shareholders in the United
Kingdom the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom, being new or existing shareholders of Vinanz,
following release of this announcement and through certain financial
intermediaries.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for WRAP Retail
Offer Shares should contact their broker or wealth manager who will confirm if
they are participating in the WRAP Retail Offer.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

The WRAP Retail Offer will open immediately following this announcement. The
WRAP Retail Offer is expected to close at 4.30pm on 16 June 2025. Eligible
retail investors should note that financial intermediaries may have earlier
closing times. The result of the WRAP Retail Offer is expected to be announced
by the Company on or around 17 June 2025.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £500 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size of the WRAP Retail Offer  at
its discretion. The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and
have the right to receive all dividends and other distributions declared, made
or paid after their date of issue.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Issue Price does not exceed EUR
8 million (or the equivalent amount in GBP, calculated in accordance with the
Prospectus Rules Regulations Sourcebook of the Financial Conduct Authority
(the "FCA").

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for WRAP Retail Offer Shares and
investment in the Company carries a number of risks, including the risk that
investors may lose their entire investment. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the WRAP Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of
FSMA. As such, there is no need for publication of a prospectus pursuant to
the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The WRAP Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

Instructions For AJ Bell Customers

 

Existing shareholders via AJ Bell will receive an email when the offer
launches to let them know how to place orders. Customers that don't currently
hold the stock already can call through to the dealing team on 0345 54 32 600
to subscribe.

 

Instructions For Interactive Investor Customers

 

Existing shareholders via Interactive Investor will receive an email and be
able to subscribe for new shares via the Corporate Actions section of the
website. Customers that don't currently hold the stock already can call
through to the international dealing team on 0345 607 6001 to subscribe.

 

Instructions For Other Platforms & Brokers

 

You should contact your platform / broker and ask for instructions to take
part. Retail brokers wishing to participate in the WRAP Retail Offer on behalf
of eligible retail investors, should contact WRAP@winterflood.com
(mailto:WRAP@winterflood.com) .

 

END

Vinanz Limited

Hewie Rattray (CEO)
 
hewie@vinanz.co.uk

Rob Scott (Finance
Director)
 
rob@vinanz.co.uk

David Lenigas
(Chairman)
david@vinanz.co.uk

 

Winterflood Retail Access
Platform
WRAP@winterflood.com

Sophia Bechev
 
+44(0) 20 3100 0214

Kaitlan Billings

 

 

 

 

Further information on the Company can be found on its website at
https://vinanz.co.uk (https://vinanz.co.uk/)

 

The Company's LEI is 9845006607892CED8456

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The WRAP Retail Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act") or under
the applicable state securities laws of the United States and may not be
offered or sold directly or indirectly in or into the United States. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act ("Regulation S") to non-US persons
(within the meaning of Regulation S). In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of 1940, as
amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). Winterflood is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

 

The value of WRAP Retail Offer Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market movements. When
you sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the LSE or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Company's
ordinary share have been bought or sold in the past cannot be relied upon as a
guide to future performance. Persons needing advice should consult an
independent financial adviser. No statement in this announcement is intended
to be a profit forecast and no statement in this announcement should be
interpreted to mean that earnings or target dividend per share of the Company
for the current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
LSE.

 

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